Form 4: Ingredion Chairman Acquires Shares via RSU Grant

Ingredion Inc.'s Chairman of the Board, Gregory B. Kenny, acquired 371.402 shares of common stock through a restricted stock unit grant as part of his annual director retainer.

Summary

• Gregory B. Kenny, Chairman of the Board and Director of Ingredion Inc. (INGR), acquired 371.402 shares of common stock.
• The transaction occurred on December 5, 2025, at a price of $107.7 per share.
• These shares were acquired as restricted stock units (RSUs) issued to outside directors as part of their annual retainer.
• The RSUs are payable in stock no earlier than six months after resignation or retirement as a director and no later than ten years thereafter.
• Following this transaction, Mr. Kenny beneficially owns 65,839.849 shares of Ingredion Inc. common stock.
• The total beneficial ownership includes RSUs acquired through deemed dividend reinvestment, which vest concurrently with the underlying RSUs.

Sentiment

Score: 7

Explanation: The acquisition of shares by a key insider, even if part of a compensation plan, generally signals confidence in the company's long-term prospects. It's a routine event but still a positive alignment of interests.

Positives

• A director and Chairman of the Board, Gregory B. Kenny, increased his direct beneficial ownership in the company, which can signal confidence in the company's future.
• The acquisition is part of a structured compensation plan (annual retainer for outside directors), aligning management's interests with shareholders.

Risks

• The filing does not detail specific risks to the company's operations or financial performance. It is a disclosure of insider stock transactions.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance, focusing solely on an insider's stock transaction.

Industry Context

This transaction represents a routine compensation event for an outside director, common across publicly traded companies. It aligns the interests of the Chairman of the Board with those of shareholders, a standard corporate governance practice in the industry.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as part of director compensation is a common practice among S&P 500 companies, including peers in the food ingredients sector, as it ties director incentives to long-term stock performance.
• The vesting schedule, with payment no earlier than six months after resignation/retirement, is typical for deferred compensation plans for directors, promoting long-term commitment.

Corporate Governance

Stakeholder Impact

• Shareholders: May view the Chairman's increased ownership as a positive signal of management's commitment and belief in the company's future performance.

Next Steps

• The restricted stock units will be payable in stock no earlier than six months after Mr. Kenny's resignation or retirement as a director.
• The restricted stock units will be payable in stock no later than ten years after Mr. Kenny's resignation or retirement as a director.
• RSUs acquired through deemed dividend reinvestment will vest on the same dates as the underlying RSUs.

Key Dates

Keywords

Ingredion, INGR, Form 4, Insider Transaction, Stock Acquisition, Restricted Stock Units, Director Compensation, Corporate Governance, Equity Grant