Form 4: Ingredion Executive Boosts Phantom Stock Holdings

Ingredion's SVP, CIO & Head of Prot. Fort., Michael J. Leonard, increased his phantom stock holdings by 29.931 units under a pre-arranged plan.

Summary

• Michael J. Leonard, SVP, CIO & Head of Prot. Fort. at Ingredion Inc. (INGR), acquired 29.931 units of phantom stock.
• The transaction date for the allocation was December 31, 2025, and the filing was reported on January 5, 2026.
• Each phantom stock unit represents the right to receive one share of common stock.
• The allocation was based on the closing price of Ingredion's Common Stock at $110.26 per share on December 31, 2025.
• Following this transaction, Mr. Leonard beneficially owns a total of 572.608 phantom stock units directly.
• The transaction was made pursuant to a Rule 10b5-1(c) pre-arranged plan, indicating a scheduled, non-discretionary acquisition.

Sentiment

Score: 6

Explanation: The acquisition of phantom stock by an executive, especially under a 10b5-1 plan, is generally a neutral to slightly positive signal, indicating continued alignment of executive interests with shareholders. It's a compensation allocation rather than a discretionary market purchase.

Positives

• An executive increasing their stake, even in phantom stock, can signal confidence in the company's future performance and align interests with shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, which demonstrates adherence to insider trading compliance protocols and indicates a pre-scheduled, non-discretionary acquisition.

Future Outlook

This filing reports a past executive compensation transaction and does not contain any forward-looking statements or guidance regarding the company's future performance.

Industry Context

This is a routine insider transaction report, specific to Ingredion Inc. and its executive compensation practices. It does not directly reflect broader industry trends, but rather the standard mechanisms for executive equity-based compensation.

Comparison to Industry Standards

• The use of phantom stock as part of executive compensation is a common practice across various industries, aligning executive incentives with shareholder value without immediate share issuance.
• The execution of such transactions under a Rule 10b5-1 plan is a standard corporate governance practice for managing insider trading compliance, widely adopted by publicly traded companies.

Corporate Governance

Related Party Transactions

• The allocation of phantom stock to Michael J. Leonard, an executive of Ingredion Inc., constitutes a related party transaction as part of his compensation package under the Supplemental Executive Retirement Plan (SERP).

Stakeholder Impact

• Shareholders: The executive's increased phantom stock holdings further align his financial interests with the long-term performance and value creation for shareholders.
• Employees: No direct impact on general employees is indicated by this specific filing.

Key Dates

Recommendation

This Form 4 reports a routine allocation of phantom stock to an executive under a pre-arranged compensation plan. While it shows continued executive alignment with company performance, it does not provide new fundamental information to warrant a change in investment recommendation. The transaction is a standard part of executive compensation and does not reflect a discretionary market purchase or sale that would typically influence a 'buy' or 'sell' recommendation.

Keywords

Ingredion Inc, INGR, Form 4, Insider Transaction, Phantom Stock, Executive Compensation, Michael J. Leonard, SERP, Rule 10b5-1