Form 4: Ingredion CFO Gray Acquires Shares Post-Vesting

Ingredion's Executive VP and CFO, James D. Gray, acquired 12,935 shares of common stock upon the vesting of a performance award, while also disposing of shares for tax obligations.

Summary

• James D. Gray, Executive VP and CFO of Ingredion Inc. (INGR), acquired 12,935 shares of common stock on February 9, 2026.
• The acquisition was due to the vesting of a performance share award granted on February 15, 2023, based on criteria beyond market price increase.
• Concurrently, 4,524 shares were disposed of at a price of $119.29 per share on February 9, 2026, to cover applicable taxes related to the vesting.
• Following these transactions, James D. Gray beneficially owns 33,259.328 shares of common stock, which includes restricted stock units (RSUs) acquired through deemed dividend reinvestment.
• RSUs acquired through deemed dividend reinvestment vest on the same dates as the RSUs to which they are deemed dividends.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive, routine event. The executive's beneficial ownership increased net of taxes, reflecting the successful vesting of a performance award, which is generally a positive signal for company performance.

Positives

• Executive VP and CFO James D. Gray acquired 12,935 shares of common stock, increasing his direct beneficial ownership in the company.
• The acquisition resulted from the successful vesting of a performance share award, indicating the achievement of pre-defined performance criteria.

Negatives

• 4,524 shares were disposed of to satisfy tax obligations, resulting in a reduction of the total shares beneficially owned compared to the gross vested amount.

Future Outlook

Restricted stock units (RSUs) acquired through deemed dividend reinvestment are expected to vest on the same dates as the underlying RSUs.

Industry Context

StockSavvy.ai notes that this Form 4 filing details a routine insider transaction, common for executives receiving compensation in the form of equity awards. Such transactions are typically pre-scheduled under Rule 10b5-1 plans and reflect the standard operation of executive incentive programs within the food ingredients industry.

Stakeholder Impact

• Shareholders: The net increase in executive ownership aligns management's interests with shareholders, potentially signaling confidence in future performance.
• Employees: The vesting of performance awards can serve as a positive example of incentive compensation for other employees.

Next Steps

• RSUs acquired through deemed dividend reinvestment will vest on the dates when the RSUs with respect to which they are deemed dividends vest.

Key Dates

Recommendation

This filing details a routine, pre-scheduled executive compensation event (vesting of performance shares and tax withholding). It does not provide new fundamental information about Ingredion Inc.'s operational performance, financial health, or strategic direction that would warrant a change in an existing investment thesis. Therefore, a 'hold' recommendation is appropriate as it reflects no significant new catalyst for price movement.

Keywords

Ingredion, INGR, Form 4, insider transaction, executive compensation, stock vesting, performance shares, James D. Gray