INGR Form 4: David Fischer adds 321.311 RSUs, ownership now 18,523.6678 shares

Rhea-AI Filing Summary

David B. Fischer, an outside director of Ingredion Inc (INGR), reported acquiring 321.311 restricted stock units (RSUs) on 09/30/2025 at a reported price of $124.49 per share. These RSUs are part of the company's annual director retainer and are subject to vesting and payout rules: they are payable in stock no earlier than six months after resignation or retirement and no later than ten years thereafter. The filing shows Mr. Fischer's total beneficial ownership following the transaction as 18,523.6678 shares, which includes RSUs acquired through deemed dividend reinvestment that vest on the same schedule as the underlying RSUs.

Positive

• Director compensation granted as equity aligns management and shareholder interests through RSUs
• Total beneficial ownership reported (18,523.6678 shares) increases transparency about insider positions

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received annual RSU retainer; vesting and payout timing conform to standard outside-director compensation practices.

The reported grant of 321.311 RSUs to David B. Fischer is consistent with routine director compensation and includes deemed dividend reinvestment treatment. The payout timing clauses (no earlier than six months after resignation and no later than ten years) reflect typical deferral and liquidity controls for non-employee directors. This transaction does not indicate change in control, insider selling, or extraordinary dilution beyond ordinary director awards.

Securities Analyst

TL;DR: Small, routine equity grant for an outside director; increases reported beneficial ownership modestly.

The 321.311 RSU grant, reported at an implied price of $124.49, increases Mr. Fischer's beneficial position to 18,523.6678 shares, including reinvested dividend RSUs. For investors, this is a routine non-derivative acquisition tied to compensation; it does not represent open-market purchases or dispositions and is unlikely to materially affect share count or float.

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^*

Fischer David 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		321.311(1)	A	$124.49	18,523.6678(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 director David B. Fischer acquire on 09/30/2025?

He acquired 321.311 restricted stock units (RSUs) as part of his annual director retainer.

What is the reported price per share for the RSUs on the Form 4?

The filing lists a price of $124.49 per share for the reported transaction.

How many shares does David B. Fischer beneficially own after the transaction?

The Form 4 reports 18,523.6678 shares beneficially owned following the transaction, including RSUs from dividend reinvestment.

When are these RSUs payable or vested according to the filing?

RSUs are payable in stock no earlier than six months after resignation or retirement and no later than ten years thereafter; dividend-reinvestment RSUs vest on the same dates as the underlying RSUs.

Was this Form 4 filed by a single reporting person or jointly?

The filing indicates it was filed by one reporting person.