Ingredion (INGR) SVP Seip reports award vesting and tax withholding

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ingredion senior executive David Eric Seip reported vesting of a performance share award and related equity movements. On February 9, 2026, he acquired 3,290 shares of common stock at $0 upon vesting, while 1,101 shares were withheld at $119.29 to cover taxes. Following these transactions, he directly held 28,421.396 shares of common stock and 12,599.0101 phantom stock units, each unit representing the right to receive one share of common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Seip David Eric

Role SVP, Global Ops and CSCO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	3,290	$0.00	--
Grant/Award	Common Stock	3,290	$0.00	--
Tax Withholding	Common Stock	1,101	$119.29	$131K

Holdings After Transaction: Phantom Stock — 12,599.01 shares (Direct); Common Stock — 29,522.396 shares (Direct)

Footnotes (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. Shares withheld to pay applicable taxes upon the vesting of performance share award granted February 15, 2023. 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. Represents the aggregate number of shares of phantom stock allocated by the reporting person under the Non-Qualified Deferred Compensation Plan 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. Each phantom stock unit represents the right to receive one share of common stock.

Form 4 Insider Transactions: What Each Field Means →

02/11/2026 - 07:30 PM

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^*

Seip David Eric

(Last)

(First)

(Middle)

5 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER

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, Global Ops and CSCO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/09/2026		A		3,290⁽¹⁾	A	$0	29,522.396	D
Common Stock	02/09/2026		F		1,101⁽²⁾	D	$119.29	28,421.396⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽⁴⁾	02/09/2026		A		3,290		⁽⁴⁾	⁽⁴⁾	Common Stock	3,290	$0	12,599.0101	D

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.

4. Represents the aggregate number of shares of phantom stock allocated by the reporting person under the Non-Qualified Deferred Compensation Plan 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. Each phantom stock unit represents the right to receive one share of common stock.

	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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did INGR executive David Eric Seip report?

David Eric Seip reported vesting of a performance share award and related share movements. He acquired 3,290 common shares and had 1,101 shares withheld for taxes, reflecting routine equity compensation rather than an open-market stock purchase or sale.

How many Ingredion (INGR) shares does David Eric Seip hold after this Form 4?

After the reported transactions, David Eric Seip directly holds 28,421.396 shares of Ingredion common stock. He also holds 12,599.0101 phantom stock units, each representing the right to receive one share of common stock under a non-qualified deferred compensation plan.

What triggered the equity transactions reported by INGR executive David Eric Seip?

The transactions were triggered by the vesting of a performance share award granted on February 15, 2023. Vesting was based on specified performance criteria in addition to increases in Ingredion’s stock price, leading to share delivery and related tax withholding.

Were any Ingredion (INGR) shares sold by David Eric Seip in the market?

The filing shows no open-market sale by David Eric Seip. Instead, 1,101 shares of common stock were withheld at $119.29 per share to satisfy tax obligations arising from the vesting of his performance share award granted in February 2023.

What are the phantom stock units reported by INGR executive David Eric Seip?

The phantom stock units represent deferred compensation tied to Ingredion common stock. Seip received 3,290 additional phantom stock units upon performance share vesting, bringing his total to 12,599.0101 units, each equal to the right to receive one share of common stock.

How was tax withholding handled for David Eric Seip’s Ingredion award vesting?

Tax withholding was handled through share withholding rather than a cash payment. Specifically, 1,101 shares of Ingredion common stock were withheld at $119.29 per share when the 3,290-share performance award vested on February 9, 2026, to cover applicable taxes.