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Ingredion (NYSE: INGR) awards 1,797 RSUs to outside director as retainer

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wilson Dwayne Andree reported acquisition or exercise transactions in this Form 4 filing.

Ingredion Inc director Dwayne Andree Wilson received a grant of 1,797 restricted stock units as part of the company’s outside director annual equity retainer. The RSUs, which may be settled only in common shares on a one-for-one basis, vest on May 19, 2027. Following this award and related deemed dividend reinvestment, his direct holdings total 30,536.29 shares and RSUs.

Positive

  • None.

Negative

  • None.
Insider Wilson Dwayne Andree
Role null
Type Security Shares Price Value
Grant/Award Common Stock 1,797 $107.34 $193K
Holdings After Transaction: Common Stock — 30,536.29 shares (Direct, null)
Footnotes (1)
  1. These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors as part of their annual retainer (as further described in Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 17, 2026). One portion of this grant covers the period from April 1, 2026 to May 19, 2026, and the remaining portion represents the full value of the outside directors' 2026 annual equity retainer, reflecting the Company's shift in 2026 from a calendar-year basis for director stock compensation to a twelve-month cycle aligned with the annual stockholder meeting. The RSUs may be settled only in shares of common stock (one share per RSU) and will vest on May 19, 2027, subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control. Includes RSUs acquired through deemed dividend reinvestment. RSUs acquired through deemed dividend reinvestment vest on the dates when the RSUs with respect to which they are deemed dividends vest.
RSUs granted 1,797 units Restricted stock units granted to outside director on May 20, 2026
Grant value per unit $107.34 per RSU Reported transaction price per share for the RSU award
Total holdings after grant 30,536.29 shares/RSUs Direct holdings following the RSU award
RSU vesting date May 19, 2027 Scheduled vesting date for the granted RSUs
Transaction code A (Grant, award, or other acquisition) Indicates equity compensation acquisition, not an open-market purchase
restricted stock units ("RSUs") financial
"These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Stock Incentive Plan financial
"issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
annual equity retainer financial
"represents the full value of the outside directors' 2026 annual equity retainer"
deemed dividend reinvestment financial
"Includes RSUs acquired through deemed dividend reinvestment."
Change in Control financial
"subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wilson Dwayne Andree
(Last)(First)(Middle)
5 WESTBROOK CORPORATE CENTER
(Street)
WESTCHESTER ILLINOIS 60154
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Ingredion Inc [ INGR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/20/2026A1,797(1)A$107.3430,536.29(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These are restricted stock units ("RSUs") issued under the Ingredion Incorporated Stock Incentive Plan to the Company's outside directors as part of their annual retainer (as further described in Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 17, 2026). One portion of this grant covers the period from April 1, 2026 to May 19, 2026, and the remaining portion represents the full value of the outside directors' 2026 annual equity retainer, reflecting the Company's shift in 2026 from a calendar-year basis for director stock compensation to a twelve-month cycle aligned with the annual stockholder meeting. The RSUs may be settled only in shares of common stock (one share per RSU) and will vest on May 19, 2027, subject to the Committee's discretion to accelerate vesting upon an outside director's retirement, death, disability, or a Change in Control.
2. Includes RSUs acquired through deemed dividend reinvestment. RSUs acquired through deemed dividend reinvestment vest on the dates when the RSUs with respect to which they are deemed dividends vest.
Michael N. Levy, attorney-in-fact05/22/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Ingredion (INGR) disclose for director Dwayne Andree Wilson?

Ingredion disclosed that director Dwayne Andree Wilson received 1,797 restricted stock units as a grant under the company’s Stock Incentive Plan. The award forms part of his annual equity retainer for serving as an outside director and is compensation, not an open-market share purchase.

At what price were the Ingredion (INGR) RSUs granted to Dwayne Andree Wilson valued?

The 1,797 restricted stock units granted to Dwayne Andree Wilson were valued at $107.34 per unit for reporting purposes. This value reflects the company’s common stock price used in the grant calculation and is disclosed to show the notional size of the equity-based compensation award.

When do Dwayne Andree Wilson’s newly granted Ingredion (INGR) RSUs vest?

The restricted stock units granted to Dwayne Andree Wilson are scheduled to vest on May 19, 2027. Vesting is subject to the plan’s terms, with potential acceleration at the committee’s discretion in cases such as retirement, death, disability, or a qualifying Change in Control event.

How many Ingredion (INGR) shares and RSUs does Dwayne Andree Wilson hold after this grant?

After the grant of 1,797 restricted stock units and including RSUs from deemed dividend reinvestment, Dwayne Andree Wilson’s direct holdings total 30,536.29 shares and RSUs. This figure reflects his aggregate position reported following the transaction on May 20, 2026, in the Form 4 filing.

What is the purpose of the RSU grant to Ingredion (INGR) outside directors?

The RSU grant compensates Ingredion’s outside directors as part of their annual equity retainer under the Stock Incentive Plan. For 2026, the award also reflects a shift from calendar-year compensation to a twelve-month cycle aligned with the company’s annual stockholder meeting schedule.

How are deemed dividend reinvestment RSUs treated in Ingredion (INGR) director holdings?

RSUs acquired through deemed dividend reinvestment are added to the director’s RSU balance and vest on the same dates as the underlying RSUs. They increase the total units reported and therefore the director’s overall equity-based exposure to Ingredion’s common stock over time.