Ingredion (INGR) director discloses stock grant, tax withholding and RSUs

Rhea-AI Filing Summary

Ingredion Inc. director Form 4 shows routine equity compensation and related share adjustments. On 12/05/2025, the director received 371.402 shares of common stock at $107.70 per share, issued as part of the company’s annual retainer for outside directors. On the same date, 170.836 shares were withheld at $107.70 to cover applicable taxes, and 0.566 shares were sold at $107.70 to settle fractional shares in cash.

After these transactions, the director beneficially owned 13,033.3544 shares of Ingredion common stock directly and an additional 5,937 shares indirectly through the Cafedan Investments Ltd Trust. The filing notes that the total includes restricted stock units acquired through deemed dividend reinvestment, which vest on the same dates as the underlying RSUs.

Insider Trade Summary

Net Seller: 0.566 shares ($61)

Net Sell 4 txns

Insider Uribe Jorge A.

Role Director

Sold 0.566 shs ($60.96)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	371.402	$107.70	$40K
Tax Withholding	Common Stock	170.836	$107.70	$18K
Sale	Common Stock	0.566	$107.70	$60.96
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 13,204.756 shares (Direct); Common Stock — 5,937 shares (Indirect, Through Cafedan Investments Ltd Trust)

Footnotes (1)

1. These are shares of common stock issued to the Company's outside directors as part of their annual retainer. Shares withheld to pay applicable taxes. Fractional shares settled in cash. 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).

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^*

Uribe Jorge A.

(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)
12/05/2025

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	12/05/2025		A		371.402(1)	A	$107.7	13,204.7564	D
Common Stock	12/05/2025		F		170.836(2)	D	$107.7	13,033.9204	D
Common Stock	12/05/2025		S		0.566(3)	D	$107.7	13,033.3544(4)	D
Common Stock								5,937	I	Through Cafedan Investments Ltd 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.

2. Shares withheld to pay applicable taxes.

3. Fractional shares settled in cash.

4. 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	12/09/2025
	** 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).
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FAQ

What did the INGR director report in this Form 4 filing?

The director of Ingredion Inc. (INGR) reported routine equity compensation, including a grant of 371.402 shares of common stock, along with tax withholding and a small sale to settle fractional shares.

How many Ingredion (INGR) shares did the director receive as compensation?

The director received 371.402 shares of Ingredion common stock on 12/05/2025, issued as part of the annual retainer for outside directors at a price of $107.70 per share.

Why were some INGR shares withheld from the director’s grant?

170.836 shares of Ingredion common stock were withheld on 12/05/2025 at $107.70 per share to pay applicable taxes associated with the equity award.

What is the small Ingredion (INGR) share sale reported in the Form 4?

The Form 4 reports a sale of 0.566 shares of Ingredion common stock at $107.70 per share, described as fractional shares settled in cash.

How many Ingredion (INGR) shares does the director own after these transactions?

Following the reported transactions, the director beneficially owns 13,033.3544 shares of Ingredion common stock directly and 5,937 shares indirectly through the Cafedan Investments Ltd Trust.

What role do restricted stock units (RSUs) play in the director’s INGR holdings?

The beneficial ownership total includes restricted stock units (RSUs) acquired through deemed dividend reinvestment, which vest on the same dates as the underlying RSUs.