Ingredion (NYSE: INGR) CLO reports stock vesting and tax share withholding

Rhea-AI Filing Summary

Ingredion Inc.'s Chief Legal Officer and Corporate Secretary, Tanya Martina Jaeger de Foras, reported equity compensation-related transactions in company common stock. On February 9, 2026, she acquired 7,035 shares at $0 upon vesting of a performance share award granted on February 15, 2023.

On the same date, 2,122 shares were disposed of at $119.29 per share to satisfy tax withholding obligations tied to that vesting. After these transactions, she directly beneficially owned 17,208.032 shares of common stock and indirectly held 267.315 shares through a 401(k) plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Jaeger de Foras Tanya Martina

Role Chief Legal Officer, Corp. Sec

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,035	$0.00	--
Tax Withholding	Common Stock	2,122	$119.29	$253K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 19,330.032 shares (Direct); Common Stock — 267.315 shares (Indirect, By 401(k) Plan)

Footnotes (1)

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. Total reflects 401(k) plan administrative fees that were assessed against the participant's holdings in the Ingredion Stock Fund.

Form 4 Insider Transactions: What Each Field Means →

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^*

Jaeger de Foras Tanya Martina

(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)
	Chief Legal Officer, Corp. Sec

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		A		7,035(1)	A	$0	19,330.032	D
Common Stock	02/09/2026		F		2,122(2)	D	$119.29	17,208.032(3)	D
Common Stock								267.315(4)	I	By 401(k) Plan

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. 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. Total reflects 401(k) plan administrative fees that were assessed against the participant's holdings in the Ingredion Stock Fund.

	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.

FAQ

What insider transactions did Ingredion (INGR) report for its Chief Legal Officer on February 9, 2026?

On February 9, 2026, Ingredion’s Chief Legal Officer acquired 7,035 common shares through a performance award vesting and disposed of 2,122 shares for tax withholding. These movements reflect equity compensation mechanics rather than open-market buying or selling.

How many Ingredion (INGR) shares does the Chief Legal Officer own after the reported Form 4 transactions?

Following the reported transactions, the Chief Legal Officer directly beneficially owned 17,208.032 Ingredion common shares. She also indirectly held 267.315 additional shares through a 401(k) plan, giving investors clarity on her combined direct and indirect equity exposure.

Why were 2,122 Ingredion (INGR) shares disposed of at $119.29 in the Form 4 filing?

The 2,122 shares were withheld at $119.29 per share to cover taxes triggered by the vesting of a February 15, 2023 performance share award. This type of tax-withholding disposition is a common administrative feature of stock-based compensation programs.

What is the source of the 7,035 Ingredion (INGR) shares acquired by the Chief Legal Officer?

The 7,035 shares were acquired at no cost upon vesting of a performance share award granted on February 15, 2023. Vesting depended on performance criteria that went beyond simple increases in Ingredion’s common stock market price, according to the disclosure.

How are restricted stock units and dividend reinvestments described in the Ingredion (INGR) Form 4 footnotes?

The filing notes that the holding total includes restricted stock units gained via deemed dividend reinvestment. These RSUs vest on the same dates as the underlying RSUs, aligning dividend-equivalent grants with the original award’s vesting schedule for the reporting person.

What does the Form 4 say about the 401(k) plan holdings for Ingredion (INGR) stock?

The filing shows 267.315 Ingredion shares held indirectly through a 401(k) plan. A footnote explains that the total reflects administrative fees assessed against the participant’s holdings in the Ingredion Stock Fund, which slightly adjust the reported plan share balance.