INGR Form 4: Stephan Tanda issued 321 shares as director retainer

Rhea-AI Filing Summary

Stephan B. Tanda, a director of Ingredion Inc (INGR), reported an acquisition of common stock on 09/30/2025. The filing shows 321 shares were acquired at a price of $124.49 as part of the company's annual director retainer. After the transaction Mr. Tanda beneficially owned 1,186 shares directly and 8,800 shares indirectly through The Tanda Joint Living Trust. The Form 4 was filed by one reporting person and is signed by attorney-in-fact Michael N. Levy on 10/02/2025.

Positive

• Transparent disclosure of director compensation via equity grant filed under Section 16
• Acquisition recorded as annual retainer, indicating routine governance practice rather than opportunistic trading

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received equity retainer and marginally increased direct holdings; routine governance disclosure with limited market impact.

The reported 321-share acquisition at $124.49 reflects a standard equity retainer for outside directors rather than open-market trading or a change in control position. Holdings after the grant total 1,186 shares direct and 8,800 indirect, indicating most economic exposure is held via a family trust. This disclosure is procedural and complies with Section 16 reporting requirements; it does not by itself signal a change in board composition or company strategy.

Securities Compliance Analyst

TL;DR: Form 4 timely reports a compensatory stock grant to a director; no material red flags noted in the filing.

The form identifies the transaction as code A and includes an explanatory note that shares were issued to outside directors as part of their annual retainer. The single-person filing and attorney-in-fact signature indicate standard processing. There are no dispositions, derivative transactions, or unexplained date irregularities present in the record provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tanda Stephan B.

(Last) (First) (Middle)

5 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER IL 60154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ingredion Inc [ INGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2025		A		321(1)	A	$124.49	1,186	D
Common Stock								8,800	I	through The Tanda Joint Living Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These are shares of common stock issued to the Company's outside directors as part of their annual retainer.

	Michael N. Levy, attorney-in-fact	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Ingredion director Stephan B. Tanda report on Form 4 (INGR)?

He reported acquiring 321 shares of Ingredion common stock on 09/30/2025 at a price of $124.49 per share as part of his annual director retainer.

How many Ingredion shares does Stephan B. Tanda beneficially own after the reported transaction?

After the transaction he beneficially owned 1,186 shares directly and 8,800 shares indirectly through The Tanda Joint Living Trust.

Was the Form 4 filed jointly or by a single reporting person for INGR?

The Form 4 was filed by one reporting person (Stephan B. Tanda).

What is the reason given for the share acquisition in the INGR Form 4?

The filing explains these shares were issued to the company's outside directors as part of their annual retainer.

Who signed the Form 4 for Stephan B. Tanda and when?

The form shows Michael N. Levy, attorney-in-fact signed on 10/02/2025.