8-K

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

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Cover	Sep. 25, 2025
Cover [Abstract]
Entity Incorporation, State or Country Code	DE
Registrant Name	INGREDION INCORPORATED
Entity File Number	1-13397
Entity Tax Identification Number	22-3514823
Entity Address, City or Town	IL
Entity Address, Address Line One	Westchester,
Entity Address, Address Description	5 Westbrook Corporate Center,
Entity Address, Postal Zip Code	60154
City Area Code	708
Local Phone Number	551-2600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	INGR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Document Type	8-K
Document Period End Date	Sep. 25, 2025
Amendment Flag	false
Central Index Key	0001046257