Ingredion (NYSE: INGR) EVP reports stock award, tax share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ingredion Inc. executive Robert A. Ritchie reported equity compensation activity. On 02/09/2026, he acquired 1,203 shares of common stock at $0 per share upon vesting of a performance share award granted February 15, 2023, bringing his directly held common stock to 21,271.5858 shares before tax withholding.

On the same date, 440 common shares at $119.29 per share were withheld and disposed of to cover applicable taxes, leaving him with 20,831.5858 common shares held directly. He also acquired 1,203 phantom stock units under a Non-Qualified Deferred Compensation Plan, each representing the right to receive one share of common stock, resulting in 1,203 phantom stock units directly owned.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ritchie Robert A.

Role EVP, Food & Industrial Ingred.

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,203	$0.00	--
Grant/Award	Common Stock	1,203	$0.00	--
Tax Withholding	Common Stock	440	$119.29	$52K

Holdings After Transaction: Phantom Stock — 1,203 shares (Direct); Common Stock — 21,271.586 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 - 07:28 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
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^*

Ritchie Robert A.

(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)
	EVP, Food & Industrial Ingred.

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		1,203⁽¹⁾	A	$0	21,271.5858	D
Common Stock	02/09/2026		F		440⁽²⁾	D	$119.29	20,831.5858⁽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		1,203		⁽⁴⁾	⁽⁴⁾	Common Stock	1,203	$0	1,203	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 Ingredion (INGR) report for Robert A. Ritchie?

Ingredion (INGR) reported that EVP Robert A. Ritchie received 1,203 common shares at $0 and 1,203 phantom stock units from a performance share award. He also had 440 common shares withheld and disposed of to cover taxes tied to that vesting.

How many Ingredion (INGR) common shares does Robert A. Ritchie hold after this Form 4?

After these transactions, Robert A. Ritchie directly holds 20,831.5858 Ingredion (INGR) common shares. This reflects 1,203 shares received on performance award vesting, offset by 440 shares withheld and disposed of to satisfy related tax obligations on February 9, 2026.

What does the phantom stock grant to Robert A. Ritchie at Ingredion (INGR) represent?

Ritchie received 1,203 phantom stock units tied to a Non-Qualified Deferred Compensation Plan at Ingredion (INGR). Each phantom unit represents the right to receive one share of common stock, allocated upon vesting of a February 15, 2023 performance share award.

Why were 440 Ingredion (INGR) shares disposed of in Robert A. Ritchie’s Form 4?

The 440 Ingredion (INGR) common shares were withheld and disposed of to pay applicable taxes due on the vesting of a February 15, 2023 performance share award, as indicated by transaction code F and the accompanying explanatory footnote.

What was the source of the 1,203 Ingredion (INGR) shares granted to Robert A. Ritchie?

The 1,203 Ingredion (INGR) common shares were acquired upon vesting of a performance share award granted on February 15, 2023. Vesting was based on criteria that included factors beyond just increases in Ingredion’s common stock market price.

Does Robert A. Ritchie’s Form 4 mention restricted stock units for Ingredion (INGR)?

Yes. A footnote states his holdings include restricted stock units acquired through deemed dividend reinvestment. These RSUs vest on the same dates as the underlying RSUs that generated the deemed dividends, adding to Ritchie’s equity-based compensation at Ingredion (INGR).