Zallie James P. 4

What Happened
James P. Zallie, President, CEO and a director of Ingredion Inc. (INGR), had 7,198 shares withheld on Feb 17, 2026 to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs). The withheld shares were valued at $118.31 each, for a total of $851,595. This was a tax-withholding disposition (transaction code F), not an open-market sale.

Key Details

• Transaction date: 2026-02-17; filing date: 2026-02-19 (filed within the standard reporting window).
• Withheld shares: 7,198 at $118.31 per share; total value ≈ $851,595.
• Footnote: Shares were withheld to pay taxes on 15,838 RSUs granted Feb 15, 2023 plus 1,318.455 RSUs acquired via deemed dividend reinvestment (total vested ≈ 17,156.455 RSUs).
• Implied net shares delivered to Zallie after withholding ≈ 9,958.455 RSUs (17,156.455 vested − 7,198 withheld).
• Shares owned after the transaction: not specified in this Form 4.
• Transaction code: F = tax withholding (routine, not a directional trade).

Context
Tax-withholding dispositions upon RSU vesting are routine and do not necessarily indicate insider sentiment about the company's stock. This was a non-market-compensatory withholding to satisfy tax obligations on vested awards rather than a voluntary sale or purchase.