[Form 4] Ingredion Incorporated Insider Trading Activity

Rhea-AI Filing Summary

James P. Zallie, President and CEO and a director of Ingredion Inc. (INGR), reported transactions on 08/12/2025 showing the exercise of employee stock options and a contemporaneous sale of common stock. The filing discloses option exercises of 96,316 and 128,522 shares with exercise prices of $91.85 and $88.35, respectively, and a sale of 36,287 shares at a weighted average price of $126.523 (prices ranged $126.50–$126.60).

The Form 4 notes that 11,677.519 and 17,183.160 shares were withheld to pay applicable taxes from two reported transactions, with the remainder of withheld share amounts used to cover exercise prices (81,634 and 106,917 reported in those line items). The statement was signed by attorney-in-fact Michael N. Levy on 08/14/2025.

Insights

Securities Analyst

TL;DR: CEO Zallie exercised options totaling 224,838 shares and sold 36,287 shares at ~$126.52; withholding covered taxes and exercise costs.

The Form 4 documents option exercises of 96,316 and 128,522 shares, implying 224,838 shares were issued on exercise. The filing shows a sale of 36,287 shares at a weighted average price of $126.523, with reported tax withholdings of 11,677.519 and 17,183.160 shares against two transactions. Exercise prices are disclosed at $91.85 and $88.35, which indicates intrinsic gains on the exercised options at the reported sale price levels. All observations are limited to the facts reported on the Form 4.

Corporate Governance Expert

TL;DR: Routine insider reporting: option exercises and partial sale with tax withholding, certified by attorney-in-fact.

The report identifies James P. Zallie as both President and CEO and a director, and shows compliance with Section 16 reporting via a Form 4 filed by one reporting person. The filing documents option exercises, share withholding to cover taxes and exercise prices, and a multi-price sale (range $126.50–$126.60). The signature block shows the form was signed by an attorney-in-fact, Michael N. Levy, on 08/14/2025. The filing contains no additional governance actions or amendments beyond the transactions disclosed.

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

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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^*

Zallie James P.

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		M		96,316	A	$91.85	146,444.895	D
Common Stock	08/12/2025		F		81,634(1)	D	$126.46	64,810.895	D
Common Stock	08/12/2025		M		128,522	A	$88.35	193,332.895	D
Common Stock	08/12/2025		F		106,917(2)	D	$126.54	86,415.895	D
Common Stock	08/12/2025		S		36,287	D	$126.523(3)	50,128.895(4)	D
Common Stock								73,530	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
Employee Stock Options (Right to Buy)	$91.85	08/12/2025		M			96,316	(5)	02/07/2029	Common Stock	96,316	$0	0	D
Employee Stock Options (Right to Buy)	$88.35	08/12/2025		M			128,522	(6)	02/04/2030	Common Stock	128,522	$0	0	D

Explanation of Responses:

1. Of this amount, 11,677.519 shares were withheld to pay applicable taxes and the remainder was withheld to pay the exercise price for the stock options.

2. Of this amount, 17,183.160 shares were withheld to pay applicable taxes and the remainder was withheld to pay the exercise price for the stock options.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.50 to $126.60, inclusive. The reporting person undertakes to provide full information as requested regarding the number of shares sold at each separate price.

4. 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.

5. These options vested in three equal annual installments on February 8, 2020, 2021 and 2022.

6. These options vested in three equal annual installments on February 4, 2021, 2022 and 2023.

	Michael N. Levy, attorney-in-fact	08/14/2025
	** 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).
** 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 transactions did James P. Zallie report on the Form 4 for INGR?

The Form 4 reports option exercises of 96,316 and 128,522 shares and a sale of 36,287 shares on 08/12/2025.

At what price were the shares sold in the reported INGR transaction?

The sale of 36,287 shares was at a weighted average price of $126.523, with individual sale prices ranging from $126.50 to $126.60.

How many shares were withheld to pay taxes in the INGR Form 4?

The filing discloses tax withholdings of 11,677.519 shares and 17,183.160 shares associated with two reported transactions.

What were the exercise prices for the employee stock options exercised by James P. Zallie?

The Form 4 lists option exercise prices of $91.85 and $88.35 for the reported option grants.

Who signed the Form 4 and when was it signed?

The Form 4 shows signature by attorney-in-fact Michael N. Levy on 08/14/2025.