Gray James D 4

What Happened
James D. Gray, Executive Vice President and Chief Financial Officer of Ingredion Inc., had 12,935 shares issued to him upon vesting of a performance share award (reported as an acquisition at $0.00) and 4,524 shares were withheld/disposed to cover taxes at $119.29 per share for proceeds of approximately $539,668. The performance award was originally granted on February 15, 2023.

Key Details

• Transaction date: February 9, 2026. Filing date: February 11, 2026 (appears timely).
• Award/acquisition: 12,935 shares (vesting of performance share award) — reported as acquired at $0.00.
• Tax withholding/disposition: 4,524 shares withheld at $119.29 each = $539,668 (reported as disposed to cover taxes).
• Shares owned after transaction: Not disclosed in this Form 4.
• Relevant footnotes: F1 — shares acquired upon vesting of a Feb 15, 2023 performance award; vesting was based on performance criteria including stock-price-related measures. F2 — shares were withheld to pay applicable taxes. F3 — filing notes RSUs may include deemed dividend reinvestment that vest with the underlying RSUs.

Context
This was not an open-market sale: the 4,524-share disposal was a routine tax-withholding action tied to vesting of a compensation award, which is common and does not by itself indicate the insider’s market view. The primary event was receipt of vested performance shares rather than a discretionary purchase or sale.