INGR Form 4: SVP receives 26.686 SERP phantom stock units

Rhea-AI Filing Summary

Ingredion insider received phantom stock units tied to common shares. Leonard Michael J., listed as SVP, CIO & Head of Prot. Fort., was allocated 26.686 phantom stock units under the company's SERP on 09/15/2025. Each unit represents the right to receive one share of Ingredion common stock and the allocation value is shown using the closing share price that day at $123.67, resulting in an indicated underlying economic amount equivalent to 26.686 shares and a reported beneficial ownership total of 366.171 shares following the transaction. The Form 4 was signed by an attorney-in-fact on 09/16/2025. The filing documents a grant/allocation of non-cash, deferred compensation linked to company stock rather than an open-market purchase or sale.

Positive

• Alignment of executive incentives via SERP phantom stock links officer compensation to company share performance
• Transparent disclosure of officer's beneficial ownership increase and the per-share valuation used ($123.67)

Negative

• Missing plan details: vesting schedule and settlement timing for the phantom units are not disclosed, limiting assessment of near-term dilution
• Limited market impact information: filing shows an award rather than a purchase or sale, providing no insight into actual share issuance or cash flow effects

Insights

Compensation & Corporate Governance Analyst

TL;DR: A routine SERP phantom stock allocation to a senior officer increases deferred equity exposure without immediate cash transfer.

The reported allocation of 26.686 phantom units is a non-derivative economic award under the SERP that vests/settles per plan terms (not specified in this filing). This increases the officer's potential upside tied to Ingredion's share price by an amount calculated at $123.67 per share on the grant date. The filing reflects standard executive compensation mechanics rather than open-market trading; there is no cash consideration reported and no exercise/expiration schedule disclosed here. For investors, this is a governance/compensation disclosure indicating leadership retention/incentive alignment but lacks plan timing or vesting details needed to assess dilution or near-term share issuance.

Securities/Insider Activity Analyst

TL;DR: The Form 4 documents a grant of phantom stock units, a routine insider compensation event with limited market impact disclosed.

The transaction code indicates an award (code A) of 26.686 phantom stock units valued at the closing price $123.67 on 09/15/2025. Post-transaction beneficial ownership is reported as 366.171 shares (direct). There is no sale or purchase of actual shares reported, no cash proceeds, and no additional derivative instruments. Materiality is low absent further SERP terms (vesting, settlement timing) or a larger aggregate of awards across executives. The filing is procedurally complete but insufficient to determine potential dilution or timing of share issuance.

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
Estimated average burden
hours per response:			0.5

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^*

Leonard Michael J

(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)
	SVP, CIO & Head of Prot. Fort.

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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
Phantom Stock	(1)	09/15/2025		A		26.686		(1)	(1)	Common Stock	26.686	$123.67	366.171	D

Explanation of Responses:

1. Represents the aggregate number of shares of phantom stock allocated to the reporting person under the SERP as of the date hereof based on the closing price of a share of the issuer's Common Stock on September 15, 2025. Each phantom stock unit represents the right to receive one share of common stock.

	Michael N. Levy, attorney-in-fact	09/16/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Leonard Michael J. report on the Form 4 for INGR?

The Form 4 reports an A (award) of 26.686 phantom stock units under the company's SERP on 09/15/2025.

How was the value of the phantom stock units determined in the filing?

The filing uses the closing price of $123.67 on 09/15/2025 to express the allocation value; each unit represents the right to one common share.

Did the Form 4 report an actual purchase or sale of Ingredion shares?

No. The filing documents an allocation of phantom stock units (a non-cash award), not an open-market purchase or sale.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 reports 366.171 shares of beneficial ownership following the reported transaction.

When was the Form 4 signed and by whom?

The Form 4 was signed by the reporting person's attorney-in-fact, Michael N. Levy, on 09/16/2025.