Zallie James P. 4

What Happened

• James P. Zallie, President & CEO and a director of Ingredion Inc. (INGR), had 58,096 shares delivered to him on February 9, 2026 upon vesting of a performance share award. Those vested shares show an acquisition price of $0.00 (they were awarded, not purchased).
• To cover applicable taxes on the vesting, 24,499 shares were withheld/treated as disposed on the same date at $119.29 per share, a value of approximately $2,922,486. This withholding is a routine tax-payment transaction (reported with code F).

Key Details

• Transaction date: February 9, 2026; Form 4 filed February 11, 2026 (timely).
• Awarded/Acquired: 58,096 shares @ $0.00 (vesting of performance share award granted Feb 15, 2023).
• Disposed/Withheld for taxes: 24,499 shares @ $119.29 = $2,922,486 (tax withholding; code F).
• Shares owned after the transaction: not specified in the excerpt provided.
• Footnotes: F1—vesting tied to performance metrics (including more than stock price increase); F2—shares withheld to pay taxes; F3—RSUs include those from deemed dividend reinvestment that vest on the same schedule.
• Filing timeliness: Filed two days after the transaction date (appears timely).

Context

• This was primarily a vesting of a prior performance award, not an open-market purchase or voluntary sale. The 24,499-share disposition was to satisfy tax obligations and is a routine, administrative step (cashless/tax withholding), not necessarily a signal of intent to reduce ownership.
• For retail investors, award vesting increases insider-held shares nominally, while withholding reduces the net increase for tax purposes. No 10b5-1 plan or late-filing indication is noted in the provided data.