Ingredion (NYSE: INGR) CFO James Gray granted 927 RSUs

Rhea-AI Filing Summary

Ingredion Executive VP and CFO James D. Gray reported an award of 927 restricted stock units (RSUs) on common stock on January 26, 2026, valued at $113.30 per share under the company’s Stock Incentive Plan.

The RSUs settle only in shares of common stock on a one-for-one basis and are scheduled to vest on March 30, 2026. If employment ends because of death or disability, the RSUs vest on a pro‑rata basis. The filing notes that his holdings include RSUs acquired through deemed dividend reinvestment, which vest on the same dates as the underlying RSUs.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gray James D

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		A		927(1)	A	$113.3	24,848.328(2)	D
Common Stock								31,088	D

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 restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan. The RSUs may be settled only in shares of common stock (one share per RSU) and will vest on March 30, 2026. In the event of termination of employment due to (a) death or (b) disability, the RSUs will vest on a pro-rata basis.

2. Includes RSUs acquired through deemed dividend reinvestment. RSUs acquired through deemed dividend reinvestment vest on the dates when the RSUs with respect to which they are deemed dividends vest.

	Michael N. Levy, attorney-in-fact	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Ingredion (INGR) report for James D. Gray?

Ingredion reported that Executive VP and CFO James D. Gray received 927 restricted stock units on January 26, 2026. These RSUs were granted under the Ingredion Stock Incentive Plan and are tied to the company’s common stock, settling one share per unit when vested.

At what price were the 927 RSUs for Ingredion (INGR) valued?

The 927 RSUs granted to James D. Gray were valued at $113.30 per share. This price represents the reference value used in the Form 4 for the award, reflecting the underlying common stock associated with each restricted stock unit on the grant date.

When do James D. Gray’s newly granted Ingredion (INGR) RSUs vest?

The RSUs granted to James D. Gray are scheduled to vest on March 30, 2026. Once vested, each restricted stock unit converts into one share of Ingredion common stock, assuming continued employment through the vesting date according to the plan terms.

How are James D. Gray’s Ingredion (INGR) RSUs settled at vesting?

James D. Gray’s RSUs may be settled only in shares of Ingredion common stock, on a one-for-one basis. This means each vested restricted stock unit converts into a single share, rather than cash, consistent with the terms of the company’s Stock Incentive Plan.

What happens to Ingredion (INGR) RSUs if James D. Gray dies or becomes disabled?

If James D. Gray’s employment ends because of death or disability, his RSUs vest on a pro‑rata basis. This provides partial vesting based on the portion of the vesting period completed, rather than forfeiting the entire unvested award under those specific circumstances.

What are deemed dividend reinvestment RSUs mentioned for Ingredion (INGR)?

The filing notes that Gray’s holdings include RSUs acquired through deemed dividend reinvestment. These additional units are credited in connection with dividends and vest on the same dates as the underlying RSUs to which the deemed dividend amounts relate, aligning payout timing.