UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2025

______________________

INGREDION INCORPORATED

(Exact name of registrant as specified in its charter)

______________________

Delaware

1-13397

22-3514823

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5 Westbrook Corporate Center, Westchester, Illinois

60154

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (708) 551-2600

Not Applicable

(Former name or former address, if changed since last report)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	INGR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 25, 2025, Ingredion Incorporated (“Ingredion”) entered into a conditional definitive agreement to divest a 51% ownership interest in its Pakistan affiliate, Rafhan Maize Products Co. Ltd. (“Rafhan Maize”), to one or more affiliates of the Nishat Group, a diversified group of companies headquartered in Lahore, Pakistan. As part of the overall transaction, Ingredion will retain a 20% ownership interest in Rafhan Maize. The transaction is subject to the Nishat Group securing international financing so that Ingredion will receive its share of the sale proceeds in U.S. dollars. The transaction is expected to close in the first half of 2026, subject to regulatory approvals and satisfaction of other customary closing conditions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 29, 2025

Ingredion Incorporated

By:

/s/ Tanya M. Jaeger de Foras

Tanya M. Jaeger de Foras

Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer

Ingredion Inc 8-K