STOCK TITAN

Ingredion (INGR) director receives 1,797 RSUs as 2026 annual equity retainer

(Moderate)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Fischer David B reported acquisition or exercise transactions in this Form 4 filing.

Ingredion Inc director David B. Fischer received an equity grant of 1,797 restricted stock units (RSUs) of common stock as part of his 2026 annual director retainer. The RSUs were valued at $107.34 per share on the grant date and are issued under the Ingredion Incorporated Stock Incentive Plan for outside directors.

One portion of the award covers service from April 1, 2026 to May 19, 2026, and the remaining portion represents the full 2026 annual equity retainer under a new compensation cycle aligned with the annual stockholder meeting. The RSUs may be settled only in shares of common stock on a one-for-one basis and will vest on May 19, 2027, subject to possible accelerated vesting on events such as retirement, death, disability, or a Change in Control. Following this grant, Fischer’s direct holdings, including RSUs and RSUs from deemed dividend reinvestment, total 21,434.6728 shares/units.

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Insider Fischer David B
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 1,797 $107.34 $193K
Holdings After Transaction: Common Stock — 21,434.6728 shares (Direct)
Footnotes (2)
  1. F1. These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors as part of their annual retainer (as further described in Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 17, 2026). One portion of this grant covers the period from April 1, 2026 to May 19, 2026, and the remaining portion represents the full value of the outside directors' 2026 annual equity retainer, reflecting the Company's shift in 2026 from a calendar-year basis for director stock compensation to a twelve-month cycle aligned with the annual stockholder meeting. The RSUs may be settled only in shares of common stock (one share per RSU) and will vest on May 19, 2027, subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control.
  2. F2. Includes 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.
RSUs granted 1,797 RSUs Outside director 2026 equity retainer
Grant value per share $107.34 per share Reference value on grant date
Total holdings after grant 21,434.6728 shares/RSUs Direct holdings following RSU award
Vesting date May 19, 2027 Scheduled RSU vesting date
Service period start April 1, 2026 Beginning of covered service period
restricted stock units ("RSUs") financial
"These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
deemed dividend reinvestment financial
"Includes RSUs acquired through deemed dividend reinvestment."
Change in Control financial
"subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Stock Incentive Plan financial
"issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Ingredion (INGR) director David B. Fischer report in this Form 4?

David B. Fischer reported receiving 1,797 restricted stock units (RSUs) of Ingredion common stock as part of his 2026 outside director equity retainer, granted under the company’s Stock Incentive Plan and scheduled to vest on May 19, 2027, subject to certain conditions.

How large is David B. Fischer’s new RSU grant from Ingredion (INGR)?

The grant totals 1,797 RSUs at a reference value of $107.34 per share. Each RSU represents the right to receive one share of Ingredion common stock upon settlement, subject to vesting and any applicable acceleration provisions described in the plan.

When do David B. Fischer’s Ingredion (INGR) RSUs vest?

The RSUs are scheduled to vest on May 19, 2027. Vesting may be accelerated at the compensation committee’s discretion in situations such as an outside director’s retirement, death, disability, or a qualifying Change in Control under the plan’s terms.

Why did Ingredion (INGR) grant RSUs in two portions to outside directors?

One portion of the RSUs covers service from April 1, 2026 to May 19, 2026, while the remainder reflects the full 2026 annual equity retainer. This structure aligns director stock compensation with a new twelve-month cycle tied to the annual stockholder meeting.

How many Ingredion (INGR) shares and RSUs does David B. Fischer hold after this grant?

After the grant, Fischer directly holds a total of 21,434.6728 shares and RSUs. This figure includes RSUs received through deemed dividend reinvestment, which vest on the same dates as the underlying RSUs they are associated with.

What does ‘deemed dividend reinvestment’ mean for Ingredion (INGR) RSUs?

Deemed dividend reinvestment means additional RSUs are credited when dividends are declared on common stock instead of paying cash. These additional RSUs vest on the same schedule as the underlying RSUs, increasing the director’s total RSU balance over time.
SEC Form 4
FORM 4UNITED 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*
Fischer David B

(Last)(First)(Middle)
5 WESTBROOK CORPORATE CENTER

(Street)
WESTCHESTER ILLINOIS 60154

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Ingredion Inc [ INGR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/20/2026A1,797(1)A$107.3421,434.6728(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors as part of their annual retainer (as further described in Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 17, 2026). One portion of this grant covers the period from April 1, 2026 to May 19, 2026, and the remaining portion represents the full value of the outside directors' 2026 annual equity retainer, reflecting the Company's shift in 2026 from a calendar-year basis for director stock compensation to a twelve-month cycle aligned with the annual stockholder meeting. The RSUs may be settled only in shares of common stock (one share per RSU) and will vest on May 19, 2027, subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control.
2. Includes 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-fact05/22/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)