[Form 4] Ingredion Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering unsecured, senior medium-term notes in the form of Buffer Securities linked to the S&P 500 Futures Excess Return Index (ticker SPXFP). The securities price on 30 Jun 2025, settle on 3 Jul 2025 and mature on 5 Jul 2030.

Key economic terms

• Stated principal: $1,000 per note; total offering $436,000.
• Upside participation: 170 % of any index appreciation.
• Downside protection: 20 % buffer; losses accrue 1-for-1 below 80 % of initial value (514.49).
• No interest payments; no dividend entitlement.
• Estimated value at pricing: $960, 4 % below issue price, reflecting selling, hedging and funding costs.
• Underwriting fee: up to $11.25 (1.125 %) per security; proceeds to issuer $988.75.
• Listing: none; secondary market, if any, provided only by CGMI.

Risk highlights

• Credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• The underlying futures-based index historically underperforms the price and total-return S&P 500 due to embedded financing costs (1-, 3- and 5-year annualised returns of 8.73 %, 13.58 % and 12.78 % versus 13.55 %, 17.89 % and 14.88 % for the S&P 500).
• Liquidity: notes are not exchange-listed; CGMI may discontinue market-making at any time.
• Investors forgo coupons, dividends and interim averaging; payoff depends solely on the final valuation date.
• Estimated value and any secondary bid will be reduced by internal funding rate, bid-ask spreads and hedging unwind costs.
• Complex U.S. federal tax treatment (prepaid forward contract) remains uncertain.

Investor profile: Suitable only for sophisticated investors seeking leveraged upside to a futures-based equity index, willing to accept structural complexity, credit exposure, potential capital loss beyond the 20 % buffer and limited liquidity for five years.

Insights

Structured Products Analyst

TL;DR: 170 % upside/20 % buffer structured note; small $0.4 m issue, low market impact.

The note is a typical Citi retail-oriented buffered return optimization product. Upside leverage of 1.70× is attractive versus plain equity, but investors sacrifice dividends, pay an initial 4 % premium (issue price versus $960 model value) and face five-year illiquidity. The 20 % buffer provides only limited downside protection; historical drawdowns of the SPXFP well exceed this threshold. Credit risk of Citi is non-trivial although investment-grade. Because the tranche is only $436 k, the transaction is purely distributive and immaterial to Citi’s funding profile or to the broader market. Overall impact: neutral.

Risk Analyst

TL;DR: Key risks are index under-performance, credit exposure, and secondary-market scarcity.

The futures excess-return structure embeds an implicit financing cost, historically reducing returns by 2-4 % annually versus the S&P 500 price index and even more versus total return. Rising rates would widen this drag. The payoff’s cliff-edge at −20 % introduces significant tail risk: a 40 % fall in the index would halve principal. No exchange listing and discretionary market-making heighten liquidity risk, while any sale will include bid-ask and unwind discounts. Tax treatment as a prepaid forward contract is based on counsel’s opinion; adverse IRS action could change after-tax yields. From a risk-reward standpoint, the product is appropriate only for investors with specific views on near-term index stability and Citi credit strength.

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^*

Suever Catherine A

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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
Common Stock	06/30/2025		A		290(1)	A	$137.48	5,773.478(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These are shares of common stock issued to the Company's outside directors as part of their annual retainer.

2. 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.

	Michael N. Levy, attorney-in-fact	07/02/2025
	** 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).
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