Ingredion (NYSE: INGR) SVP nets shares after award vesting

Rhea-AI Filing Summary

Ingredion senior vice president and chief HR officer Nancy Wolfe reported equity compensation activity in company common stock. On February 9, 2026, she acquired 6,355 shares at $0 upon vesting of a performance share award granted on February 15, 2023.

On the same date, 1,924 shares were disposed of at $119.29 to cover tax withholding tied to that vesting. After these transactions, Wolfe directly beneficially owned 17,102.739 shares of Ingredion common stock, including restricted stock units with amounts adjusted through deemed dividend reinvestment.

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^*

Wolfe Nancy

(Last) (First) (Middle)

5 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER IL 60015

(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)
	SVP and Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		6,355(1)	A	$0	19,026.739	D
Common Stock	02/09/2026		F		1,924(2)	D	$119.29	17,102.739(3)	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. Shares acquired upon vesting of performance share award granted February 15, 2023. Vesting of the performance share award was based on criteria in addition to the increase in the market price of Ingredion Incorporated's common stock.

2. Shares withheld to pay applicable taxes upon the vesting of performance share award granted February 15, 2023.

3. Includes restricted stock units ("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	02/11/2026
	** 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 Nancy Wolfe?

Ingredion reported that SVP and Chief HR Officer Nancy Wolfe acquired 6,355 common shares through the vesting of a performance share award. The same day, 1,924 shares were withheld to cover related taxes, leaving her with 17,102.739 shares directly owned.

How many Ingredion (INGR) shares did Nancy Wolfe acquire in the Form 4?

Nancy Wolfe acquired 6,355 shares of Ingredion common stock. These shares were delivered at $0 price upon vesting of a performance share award granted on February 15, 2023, reflecting equity compensation rather than an open-market purchase.

Why were 1,924 Ingredion (INGR) shares disposed of in Nancy Wolfe’s filing?

The 1,924 shares were withheld to pay applicable taxes upon vesting of Wolfe’s February 15, 2023 performance share award. The shares were valued at $119.29 per share for this tax-withholding transaction, a common mechanism in stock-based compensation programs.

What is Nancy Wolfe’s Ingredion (INGR) share ownership after these transactions?

Following the reported transactions, Nancy Wolfe beneficially owned 17,102.739 shares of Ingredion common stock directly. This figure includes restricted stock units that are adjusted through deemed dividend reinvestment and vest over time according to their original RSU vesting schedules.

What is the nature of the performance share award in the Ingredion (INGR) Form 4?

The performance share award vested on February 9, 2026 and was originally granted on February 15, 2023. Vesting was based on criteria that included factors beyond just the increase in Ingredion’s common stock price, reflecting multi-metric performance conditions.

How are RSUs treated in Nancy Wolfe’s Ingredion (INGR) holdings?

Her reported holdings include restricted stock units (RSUs) acquired through deemed dividend reinvestment. These reinvested RSUs vest on the same dates as the underlying RSUs, meaning additional units follow the original awards’ vesting timetable rather than creating a new schedule.