Fernandes Larry 4

What Happened
Larry Fernandes, Senior Vice President and Chief Communications & Sustainability Officer at Ingredion (INGR), had 416 shares withheld to satisfy tax withholding related to RSUs that vested. The withheld shares were disposed at $118.31 each for a total value of $49,217. This was a routine tax-withholding transaction tied to the vesting of previously granted restricted stock units, not an open-market sale for personal liquidity or a purchase.

Key Details

• Transaction date: 2026-02-17; reported on Form 4 filed 2026-02-19 (timely within the standard two-business-day window).
• Withheld/disposed: 416 shares at $118.31 — proceeds/value $49,217.
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnote: F1 — Shares were withheld to pay applicable taxes upon the vesting of 1,423 RSUs granted Feb 15, 2023, plus 118.463 RSUs acquired via deemed dividend reinvestment for those RSUs (total vested ≈ 1,541.463 RSUs). The 416 shares withheld represent roughly 27% of the vested RSUs.
• Transaction code: F (share withholding to cover tax liability).

Context
This was a tax-withholding event tied to RSU vesting — a common, administrative transaction that doesn’t necessarily signal the insider’s view of the company. It differs from an open-market sale or purchase because shares are surrendered to cover taxes rather than being sold for discretionary cash.