INGR Form 4: Director Rhonda Jordan Reports RSU Grant of 321.311 Shares

Rhea-AI Filing Summary

Ingredion director Rhonda L. Jordan acquired 321.311 restricted stock units (RSUs) on 09/30/2025 as reported on a Form 4. The reported per-share price associated with the transaction is $124.49. After the grant and deemed dividend reinvestment, the reporting person beneficially owns 25,801.243 shares (including RSUs). The RSUs issued to outside directors are payable in stock no earlier than six months after resignation or retirement and no later than ten years after such event. RSUs acquired through deemed dividend reinvestment vest on the same schedule as the underlying RSUs.

Positive

• Director equity alignment: RSUs tie outside director compensation to company stock performance and vesting timelines.
• Clear settlement limits: RSUs payable no earlier than six months post-resignation and no later than ten years, reducing immediate share issuance risk.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant; small incremental ownership increase, not material to company capitalization.

The Form 4 documents a standard director compensation event: 321.311 RSUs awarded and recorded at $124.49 per share, with total beneficial ownership of 25,801.243 shares for the reporting person. This appears to be part of the annual retainer program for outside directors and includes dividend reinvestment mechanics. From a financial perspective, the transaction is compensatory rather than a market-facing disposition, so it is unlikely to affect near-term liquidity or capital structure.

Corporate Governance Expert

TL;DR: Governance practice aligns director pay with shareholder outcomes via time-vested RSUs with post-service settlement timing.

The filing shows RSUs that follow common governance safeguards: vesting tied to service and settlement delayed until at least six months after departure, with a maximum ten-year settlement window. The inclusion of deemed dividend reinvestment aligning with vesting dates is standard. This maintains alignment between outside directors and shareholders while limiting immediate share circulation upon departure.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jordan Rhonda L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	321.311	$124.49	$40K

Holdings After Transaction: Common Stock — 25,801.243 shares (Direct)

Footnotes (1)

1. These are restricted stock units issued to the Company's outside directors as part of their annual retainer and are payable in stock no earlier than six months after resignation or retirement as a director and no later than ten years thereafter. 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Jordan Rhonda L

(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		321.311(1)	A	$124.49	25,801.243(2)	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 issued to the Company's outside directors as part of their annual retainer and are payable in stock no earlier than six months after resignation or retirement as a director and no later than ten years thereafter.

2. 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	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.
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FAQ

What did Ingredion (INGR) Form 4 report for Rhonda L. Jordan?

The Form 4 reports an acquisition of 321.311 RSUs on 09/30/2025 at a reported price of $124.49, bringing beneficial ownership to 25,801.243 shares.

Are the RSUs immediately payable to the director?

No. The RSUs are payable in stock no earlier than six months after resignation or retirement and no later than ten years after such event.

What are deemed dividend reinvestment RSUs?

The filing states some RSUs were acquired through deemed dividend reinvestment; those reinvested RSUs vest on the same dates as the underlying RSUs.

Does this Form 4 indicate a sale of shares by the director?

No. The Form 4 records an acquisition (A) of RSUs, not a disposition.

Who signed the Form 4 on behalf of the reporting person?

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