[Form 4] Ingredion Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Key facts: On 06/30/2025, Ingredion Inc. (INGR) director Rhonda L. Jordan received 290.951 restricted stock units (RSUs) at an indicated price of $137.48 per share under the company’s annual outside-director retainer. The award will convert to common stock no earlier than six months after the director leaves the board and no later than ten years thereafter. After the grant, Jordan’s direct beneficial ownership rose to 25,326.925 shares. No shares were sold, and no derivative positions were reported.

Investor take-away: This is a routine, non-open-market equity grant meant to align director and shareholder interests. The incremental 291-share increase represents an immaterial fraction of Ingredion’s roughly 66 million shares outstanding and carries neutral valuation impact. Nevertheless, the absence of sales and continued accumulation modestly reinforces insider confidence in the company’s long-term prospects.

Positive

• Director’s ownership increases, modestly aligning interests with shareholders.
• No insider selling accompanying the grant, signaling confidence in long-term outlook.

Negative

• Immaterial transaction size; unlikely to influence stock supply-demand or valuation.

Insights

Financial Analyst

TL;DR: Routine RSU grant adds 291 shares to director’s stake; immaterial to float, neutral to valuation, mildly positive for alignment.

The transaction is classified as code “A,” indicating an award rather than an open-market purchase. At $137.48, the notional value is roughly $40 k, equal to about 0.0004 % of Ingredion’s market cap. Because ownership is still below 0.05 % of outstanding shares, the grant does not alter control dynamics or liquidity. However, cumulative insider accumulation without sales supports a stable governance signal and suggests no immediate concerns about upcoming fundamentals.

Corporate Governance Specialist

TL;DR: Standard board-retainer RSUs; strengthens pay-for-performance alignment, no red flags detected, overall governance neutral.

Ingredion compensates outside directors primarily with deferred stock units, deferring tax and reinforcing long-term focus. The six-month post-service holding rule reduces short-term trading risk, while the ten-year limit ensures eventual settlement. The absence of discretionary grants or accelerated vesting keeps the award within typical S&P 400 governance norms. No indications of insider information misuse or defensive control tactics appear in the filing.

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^*

Jordan Rhonda L

(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		290.951(1)	A	$137.48	25,326.925(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 restricted stock units issued to the Company's outside directors as part of their annual retainer and are payable in stock no earlier than six months after resignation or retirement as a director and no later than ten years thereafter.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many Ingredion (INGR) shares did the director acquire?

290.951 restricted stock units were granted on 06/30/2025.

What is the director’s total INGREDIENT ownership after the transaction?

Rhonda L. Jordan now directly owns 25,326.925 shares.

Was the acquisition an open-market purchase?

No. It was a routine RSU award under the board retainer plan (Form 4 code “A”).

When can the RSUs be converted to stock?

No earlier than six months after board service ends and no later than ten years thereafter.

Does this insider activity materially impact INGR’s stock price?

The small size (≈$40 k) makes it neutral for valuation purposes.