05/22/2026 | Press release | Distributed by Public on 05/22/2026 12:32
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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REICH VICTORIA 5 WESTBROOK CORPORATE CENTER WESTCHESTER, IL 60154 |
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| Michael N. Levy, attorney-in-fact | 05/22/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors as part of their annual retainer (as further described in Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 17, 2026). One portion of this grant covers the period from April 1, 2026 to May 19, 2026, and the remaining portion represents the full value of the outside directors' 2026 annual equity retainer, reflecting the Company's shift in 2026 from a calendar-year basis for director stock compensation to a twelve-month cycle aligned with the annual stockholder meeting. The RSUs may be settled only in shares of common stock (one share per RSU) and will vest on May 19, 2027, subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control. |
| (2) | Includes 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. |