O'Riordan Michael 4

What Happened
Michael O'Riordan, SVP, T&HS EMEA & Asia-Pacific at Ingredion (INGR), received 1,724 shares upon vesting of a performance share award on Feb 9, 2026. Of those, 811 shares were withheld to satisfy tax withholding at an effective price of $119.29 per share, generating $96,744 in withheld value. The award was a performance-based grant originally granted on Feb 15, 2023.

Key Details

• Transaction date: 2026-02-09 (reported on Form 4 filed 2026-02-11). Filing appears timely for a vesting-related report.
• Award: 1,724 shares granted/acquired (code A) — reported acquisition value $0 on form (award vesting).
• Withholding: 811 shares withheld (code F) at $119.29 each = $96,744 withheld to cover taxes.
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnotes:
  • F1: Shares came from a performance share award granted Feb 15, 2023; vesting depended on performance criteria in addition to stock price.
  • F2: The 811 shares were withheld to pay applicable taxes on vesting.
  • F3: (General) Includes RSUs from deemed dividend reinvestment; such RSUs vest when the underlying RSUs vest.

Context
This was a vesting of performance-based restricted shares, not an open-market purchase or a discretionary sale. Withholding shares to cover taxes is a routine administrative action (code F) and does not necessarily indicate a change in the insider’s view of the company. Purchases by insiders tend to be more informative about sentiment; this transaction reflects compensation vesting and tax settlement.