Item 8.01 Other Events.
On June 30, 2026, Ingredion Incorporated ("Ingredion") completed the previously announced sale of 51% of the issued share capital of Rafhan Maize Products Co. Ltd. ("Rafhan Maize"), a Pakistan-based company engaged in the manufacture and sale of industrial starches, liquid glucose, dextrose, dextrin, gluten meals and related products, to a group of affiliated purchasers led by Nishat Hotels and Properties Limited (collectively, the "Purchaser"), all of which are affiliates of the Nishat Group, a diversified group of companies headquartered in Lahore, Pakistan (the "Transaction").
The aggregate consideration received by Ingredion in the Transaction was approximately $165 million in cash, received in U.S. dollars. In 2025, Rafhan Maize, which is not in a reportable segment, generated approximately $250 million of net sales.
As part of the Transaction, the Purchaser acquired approximately 78% of the outstanding shares of Rafhan Maize, inclusive of Ingredion's approximately 51% ownership interest. Following completion of the Transaction, Ingredion retains an approximately 20% minority ownership interest in Rafhan Maize.
In connection with the Transaction, Ingredion and the Purchaser entered into a shareholders agreement governing Ingredion's continuing minority investment in Rafhan Maize that provides Ingredion with, among other rights, a put option exercisable beginning in the fifth year following closing. Additionally, in connection with the Transaction, Ingredion and Rafhan Maize entered into certain ancillary commercial agreements, including a manufacturing and supply agreement pursuant to which Rafhan Maize will continue to manufacture for and supply certain products to Ingredion affiliates and a distribution agreement pursuant to which Ingredion will supply certain specialty products to Rafhan Maize for distribution in Pakistan.