Ritchie Robert A. 4

What Happened
Robert A. Ritchie, Executive Vice President, Food & Industrial Ingredients at Ingredion (INGR), had a performance-based award vest on Feb 9, 2026. The filing shows 1,203 shares were acquired upon vesting (awarded at $0.00), and 440 shares were withheld/disposed to satisfy tax withholding at $119.29 per share (total value withheld = $52,488). The report also shows an award/derivative entry of 1,203 phantom stock units tied to the same performance award.

Key Details

• Transaction date: 2026-02-09; Form 4 filed 2026-02-11 (timely filing).
• Awarded shares: 1,203 common shares acquired at $0.00 (vesting of a Feb 15, 2023 performance share award).
• Tax withholding: 440 shares withheld/disposed at $119.29 each, aggregate value $52,488 (code F — shares withheld to pay taxes).
• Derivative/phantom stock: 1,203 phantom stock units allocated under the Non‑Qualified Deferred Compensation Plan (each unit represents the right to one share).
• Notable footnotes: vesting was performance-based with criteria beyond stock price (F1, F4); withheld shares represent tax payment on vesting (F2); RSUs may include deemed dividend reinvestment (F3).
• Shares owned after the transaction: not reported in the details provided in this summary.

Context
This was a vesting of a performance award (not an open-market purchase or sale). The 440-share disposition is a routine tax-withholding action following vesting rather than a market sell decision; such withholdings are common and do not by themselves signal the insider’s market view. The derivative entry reflects phantom units under a deferred compensation plan that correspond to the vested award.