INGR 10-K & 10-Q changes, risk factors and insider trading

Changes in consumer practices, preferences, price sensitivity, behaviors, demand and perceptions, including with respect to products developed through biotechnology,perceptions may lessenreduce the demand for our products, which could reduce our sales and profitability and harm our business.products.

TheSome demandof forour customers, including those engaged in the food products, including agricultural products developed through biotechnology, is often affected by changes in consumer practices and tastes,beverage national,industries, regionalmay andincur localsignificant economic conditions. For instance, changes in prevailing health or dietary preferences causing consumerscosts to avoidaddress food products that contain sweetener products, including high fructose corn syrup, and genetically modified products, in favor of foods that are perceived as being healthier or pose unknown risks to the environment, have negatively affected our sales and profitability. Increasingincreasing concern among consumers, public health professionals and government agencies about the potential health concernsimpacts associated with obesity and inactive lifestyleslifestyles, representwhich a significant cost to some of our customers, including those engaged in the food and soft drink industries, and continue tocould materially affect price sensitivity and the demand for our products. Similarly, the increasing availability, use and acceptance of weight loss medications, including the expanded use of medications designed for weight loss in people without diabetes, may reduce sales of food and beverage products that contain our ingredients, since the medications regulate appetite and may reduce the overall amount of food and beverages consumed.

Geopolitical developments, tensions, threats or conflicts andcould actionsharm arisingour frombusiness themby mayadversely have an adverse effect onaffecting the availability and prices of raw materials and energy supplies,supplies; causedisrupting global markets, supply chainchains, disruptions, or contribute to volatility inand foreign exchange and interest rates.rates, and causing changes in migration patterns.

Economic conditions may adversely impact demand for our products, reduce our access to credit, affect our investment returns and cause our customers and others with whom we do business to suffer financial hardship, all of which could adversely impact our business, results of operations, financial condition and cash flows.hardship.

General business and economic conditions that could affect us include barriers to trade (including as a result of tariffs, duties and border taxes, among other factors), the strength of the economies in which we operate, unemployment, inflationinflation, interest rates, tighter or uneven credit conditions, and fluctuations in debt and equity markets. While currently these conditions have not impaired our ability to access credit and equity markets to finance our operations, we are subject to the risk of a further deterioration in the financial markets.markets, including their impacts on our suppliers, customers, and consumers.

These economic developments could negatively affect our operations through reduced consumer demand for our products, pressure to extend our customers’ payment terms, insolvency of our customers and increased provisions for credit losses, product order delays or cancellations, less attractiveadvantageous supplier finance terms and conditions, and counterparty failures.

TheOur successability ofto expand our business dependsmay onsuffer theif continuingwe innovation,do research,not development,keep formulation,pace maintenancewith technological developments and operationcontinue ofto ouroffer productsinnovative and services,products, including more sustainable production.production methods.

A significant portion of our growth depends on innovation in products, processes and services. Our R&D efforts may not result in new products and services at a rate or of a quality sufficient to gain or maintain market acceptance. Increasing capabilities from generative artificial intelligence may increase the ability of competitors or customers to identify or develop new solutions that could compete with or reduce demand for our products and services. If our R&D efforts lag those of our competition or do not align to customer or consumer demand, our business might be materially adversely affected.

We operate in a highly competitive environment. Competition in markets in which we compete is largely based on price, quality and product availability. Many of our products compete with virtually identical or similar products manufactured by other companies in the food and ingredients industry. In the U.S., our competitors include divisions of larger enterprises that have greater financial resources than we do. Some of these competitors, unlike us, have vertically integrated their corn refining and other operations. Many of our products also compete with products made from raw materials other than corn, including cane and beet sugar. Fluctuation in prices of these competing products may affect prices of, and profits derived from, our products. In addition, government programs supporting sugar prices indirectly impact the price of corn sweeteners, especially high fructose corn syrup. Furthermore, co-products such as corn oil and gluten meal compete with products of the corn dry milling industry and with soybean oil, soybean meal and other products, the price of some of which may be affected by government programs such as tariffs, duties or quotas. If we do not successfully respond to these market forces and developments, our business might be materially adversely affected.

Our finished products are made primarily from corn. Purchased corn and other raw material costs generally account for between 40 percent and 60 percent of our finished product costs. Some of our products are based upon specific varieties of corn that are produced in significantly smaller volumes than yellow dent corn. These specialty grains cost more due to their more limited availability and require planning cycles of up to three years to ensure we receive an adequate supply. We also manufacture certain starch-based products from potatoes. The T&HS segment’s current potato starch requirements constitute a substantial portion of the total available supply of feedstock in the U.S. and Canada. It is possible that, inIn the long term, continued growth in demand for potato starch-based ingredients and new product development could result in capacity constraints. Also, we utilize tapioca in the manufacturing of starch products, primarily in Thailand, as well as pulses, gum, rice, stevia and other raw materials around the world. A significant supply disruption or sharp increase in prices of any of these raw materials that we are unable to recover through pricing increases to our customers could have an adverse impact on our growth and profitability, especially if such an event disproportionately affects us as compared to our competitors.

In North AmericaAmerican countries servicedserved by our F&II segments, we sell a large portion of our finished products derived from corn at firm prices established in supply contracts typically with a term of one year, though some terms may be shorter,shorter and some maycontracts behave multi-year.multi-year terms. To minimize the effect of volatility in the cost of corn related to these firm-priced supply contracts, we enter into corn futures and options contracts or take other hedging positions in the corn and soy futures market. These derivative contracts typically mature within one year. At expiration, we settle the derivative contracts at a net amount equal to the change in the price of the commodity from the date we entered the derivative contract, with the intention of offsetting the change in commodity prices from the time we entered the firm-priced supply contracts. The fluctuations in the fair value of these hedging instruments may adversely affect our cash flow.flows. We fund any unrealized losses or receive cash for any unrealized gains on futures contracts on a daily basis. WhileAlthough the corn and soy futures contracts or hedging positions are intended to minimize the effect of volatility of corn costs on operating profits, the hedging activity can result in losses, some of which may be material. In addition, our hedging activities may not be fully successful in limiting the effect of volatility inon the cost of corn.

Because we ship products worldwide, our business in the past and has been, and in future periods could be, adversely affected by fluctuations in freight and logistics costs, tariffs, duties, and disruptions in supply channels between parties and locations that include our suppliers, production and storage facilities, tolling and packaging partners, distributors and customers. Risks to our business include impacts from labor strikes or weather-related events that affect transportation by rail, air, shipping or ground.

The market prices for our raw materials, supply chain freight and logistics, and energy may vary considerably depending on supply and demand, global economic conditions, trade agreementspolicies and agreements, tariffs, duties and other factors. We purchase these commodities and services based on our anticipated usage and future outlook for these costs. Changes in trade policy, including the imposition of new or increased tariffs, duties or border measures, and retaliatory actions by trading partners, could increase our input and logistics costs or disrupt supply chains. We may not be able to purchase these commodities and services at prices that we can adequately pass on to customers, which could have an adverse impact on our growth and profitability.

An inability to contain costscosts, manage working capital, or achieve budgets, including completing planned maintenance and workinginvestment capitalprojects on time and on budget, could adversely affect our future profitability,profitability or cash flows and growth.flows.

Our future profitability and growth depend on our ability to contain operating costs and per unit product costs and to maintain and implement effective cost control programs, while also maintaining competitive pricing and superior quality products, customer service and support. Our ability to maintain a competitive cost structure depends on continued containment of manufacturing, delivery and administrative costs, as well as the implementation of cost-effective purchasing programs for raw materials, energy and related manufacturing requirements. Our working capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of corn and other agricultural commodities, which may fluctuate significantly and change quickly. In addition, our future profitability and growth depend on our ability to achieve budgets, including completing planned maintenance and investment projects on time and on budget. If we do not successfully manage these activities, our business might be materially adversely affected.

Global climate change and legal, regulatory, or market measures to address climate change, may negatively affect our business, operating results, financial condition, cash flowsflows, and prospects.

We are subject to risks associated with the long-term effects of climate change on the global economy and on our industry in particular. Extreme weather and natural disasters that occur around the globe, such as drought, wildfires, storms, floods, and changes in ocean currents and flooding,currents, could make it more difficult and costly for us to manufacturemanufacture, store, and deliver our products to our customers, obtain raw materials from our suppliers, or perform other critical corporate functions. In particular, if such climate change impacts negatively affect agricultural productivity, we may be subject to decreased availability or less favorable pricing from certain commodities that are necessary for our products, including corn, specialty grains, rice, stevia, peas and sugar. Adverse weather conditions and natural disasters could reduce crop size and crop quality, which could reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our costs of storing and transporting raw materials, or disrupt production schedules. Our manufacturing operations also could be adversely affected by reduced water availability resulting from droughts or other interruptions from acute and chronic physical climate events due to climate change, including droughts, heat waves, freezing temperatures, changing precipitation patterns and heat stress.

We are or soon will be obligated to comply with new sustainability and climate-related reporting requirements under California climate-related reporting statutes, laws of member states of the European Union implementing the EU Corporate Sustainability Reporting Directive, and other laws and regulations.regulations that continue to evolve. These sustainability reporting requirements, under evolving sustainability reporting frameworks, will require us to provide, at least annually, detailed public disclosures about the greenhouse gas emissions and other climate-related effects our activities produce, the climate-related operating and financial risks we face, and the strategies we pursue to reduce and adapt to the impacts of climate change. We expect to incur substantial costs to prepare these disclosures and implement internal controls for sustainability reporting. Changes in the scope, timing, or interpretation of these requirements, and any divergence among reporting regimes across jurisdictions, could increase our compliance costs, create disclosure and control challenges, and expose us to enforcement actions, litigation, or reputational harm. If we fail to compile, assess and report the required operating and accounting information in a timely manner and in accordance with mandatory reporting standards,standards or if public statements regarding sustainability-related matters are alleged to be misleading, we could be exposed to fines and other sanctions and sustain harm to our reputation.

WeIf maywe do not successfully identify and complete acquisitions, divestitures, or strategic alliances on favorable terms or achieve anticipated synergies relating to any acquisitions or alliances, and such transactionswe could result inexperience unforeseen operating difficultiesdifficulties, additional expenses and expendituresthe anddiversion requireof significant management resources.resources from our ongoing business.

We regularly review potential acquisitionsacquisitions, ofjoint ventures, or strategic alliances with candidates who possess complementary businesses, technologies, services, or products,products. asIn welladdition, aswe regularly review potential divestitures orbased on our strategic alliances.priorities, benefits, impacts, and opportunities of such transactions. We have completed several such acquisitions and strategic alliancesdivestitures in recent years andsuch as the sale of our South Korea business onin February 1,2024, 2024.for which we are still receiving consideration payments. In September 2025, we entered into a definitive agreement to sell a 51 percent ownership interest in the Pakistan business, which we amended in December 2025 to grant Nishat Group an option to purchase additional shares for commensurate consideration per share. We may be unable to find suitable acquisition candidates, purchasers for operations we may wish to sell, or appropriate partners with whom to make investments, form partnershipspartnerships, joint ventures or strategic alliances. Even if we identify appropriate acquisition, divestituredivestiture, investment or alliance candidates, regulatory reviews may prevent a transaction from being consummated, or we may be unable to complete acquisitions, divestituresdivestitures, investments or alliances on favorable terms, on time, on budget, or at all.

The failure to consummate proposed transactions may result in the diversion of substantial resources, including management time and cash used for transaction-related expenses, thatwhich otherwise would be available for developing our ongoing business. Due diligence performed before ana acquisitiontransaction may fail to identify a material liability or an issue that could have an adverse impact on our reputation or reduce or delay the anticipated benefits resulting from the acquisition.transaction. In addition, the process of integrating an acquired business, technology, service, or product into our existing business and operations, or of divesting certain operations or businesses, may result in unforeseen operating difficulties and expenditures, including with respect to the retention of strategic talent, systems integration, and internal control effectiveness. Integration of an acquired company or transitioningtransition of a divested business or operations to a new owner may also require significant management resources that otherwise would be available for developing our ongoing business. Moreover, we may not realize the anticipated benefits of any acquisition, divestituredivestiture, investment or strategic alliance and may have to record impairment charges on goodwill or other write-offs. Future acquisitionsacquisitions, divestitures or divestituresinvestments could also require us to issue equity securities, consolidate financial statements of variable interest entities, incur debt, assume contingent liabilities or amortize expenses related to intangible assets, any of which could harm our business.

Additionally,In addition, we participate in several joint ventures, some of which are intended to be long-term investments, in which we have limited control over governance, financial reporting, and operations. As a result, we face operating, financial, legal and other risks relating to these investments, including risks related to the financial strength of our joint venture partners or their willingness to provide adequate funding for the joint venture, differences in objectives between us and our partners, legal and compliance risks relating to actions or omissions of the joint venture or our partners, and the risk that we will be unable to resolve disputes with the joint venture partners. As a result, these investments may contribute significantly less than we anticipate to our earnings and cash flows.

We havesell operatedproducts to, purchase inputs from, and operate in foreign countries andwhere we transact with foreign currencies for many years,currencies, and where our results are subject to foreign currency exchange fluctuations. We primarily sell products derived from world commodities. Historically, we have been able to adjust local prices relatively quickly to offset the effect of local currency depreciation versus the U.S. dollar, although we may not be able to do so in the future. If the strengthvalue of the U.S. dollar continues,changes versus a foreign currency, it could take us an extended period to fully recaptureoffset the impact of aany losssuch of foreign currency value versus the U.S. dollar.changes. We may hedge transactions that are denominated in a currency other than the currency of the operating unit entering into the underlying transaction. Our hedging activities may not be fully successful in limiting the adverse impacts of our currency risks.movements.

Our international operations are subject to political, economic and other risks. There has been and continues to be significant political instability in some countries and regions in which we operate,operate. andAdditional uncertainties have resulted from changes in the U.S. government has altered itsgovernment’s approach to international trade policy, including a review of long standing North America free trade agreements, both generally and with respect to matters directly and indirectly affecting agricultural commodities such as corn, sugar and soy. Unilateral actions affecting trade, protectionist trade measures, renegotiation of existing bilateral or multi-lateral trade agreements, the formation of new agreements or treaties with or between foreign countries, potential retaliatory actions by countries, and consequences from market uncertainty related to any of these events could adversely impact our operations, earnings and cash flows. Resulting tariffs, duties, levies, or import or export licensing requirements could also adversely affect our results of operations. Economic changes, terrorist activity and political unrest may result in business interruption or decreased demand for our products. Country capital controls, such as those imposed in Pakistan and Argentina, may prevent the repatriation of dividends or payments due to us from our investments and subsidiaries or transfer of consideration payments for divestitures, such our pending agreement to sell an interest in our Pakistan business, in countries that impose such controls.

We have employees domiciled in the U.S. and in other countries who belong to labor unions. Strikes, lockouts or other work stoppages or slowdowns involving our unionized employees or attempts to organize for collective bargaining purposes among non-unionized employees,employees could have a material adverse effect on our business. ForThe example,collective bargaining agreement that we have at our Cedar Rapids, Iowa facility, which experienced a strike from September 2022 to January 2023, we experienced a strike2023 involving approximately 103 employees, covers approximately 120 employees atand our production facility in Cedar Rapids, Iowa, although this incident did not have a material impactexpires on ourAugust business.1, 2026.

Changes in our labor markets and those of our vendors as a result of pandemics, immigration,migration, and other socioeconomic and demographic changes have increased the competition for hiring and retaining talent. As a result of this competition, we may be unable to continue to attract, develop, retain, motivate and maintain good relationships with suitably qualified individuals at acceptable compensation levels who have the managerial, operational, and technical knowledge and experience to meet our needs. Furthermore, any failure by us to manage internal succession or to effectively transfer knowledge from departing employees to others in the organization could adversely affect our business and results of operations. Even if we succeed in hiring new personnel to fill vacancies, lengthy training and orientation periods might be required before new employees are able to achieve acceptable productivity levels. Any failure by us to attract, develop, retain, motivate and maintain good relationships with qualified individuals could adversely affect our business and results of operations.

We may from time to time become involved in legal and regulatory proceedings, lawsuits, claims, and investigations in the ordinary course of business, some of which could be material. The outcome of such legal matters, including failure to comply with applicable laws and regulations, workplace and labor matters, asbestos related claims, environmental proceedings, and product liability, tort, and commercial claims, may differ from our expectations because the outcomes of such legal matters may be difficult to predict with certainty. Various factors and developments could lead us to change current estimates of liabilities and related insurance receivables, where applicable, or permit us to make such estimates for matters previously not susceptible to reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, or unfavorable developmentdevelopment, any of which could result in material charges. The occurrence of any of the foregoing matters could adversely affect our operating results, financial condition, cash flows and prospects and could require us to devote significant resources to rebuild our reputation.

The recognition of impairment charges on long-lived assets, goodwill or long-lived assetsinvestments could adversely impact our future financial position and results of operations.

As of December 31, 2025, our intangible assets and goodwill, net had a combined carrying value of $1,269 million, representing approximately 16 percent of our total consolidated assets. We perform an annual impairment assessment for goodwill and our indefinite-lived intangible assets and goodwill and as necessaryrequired for investments and other long-lived assets. If the results of such assessments were to show that the fair value of these assets were less than the carrying values, we could be required to recognize a charge for impairment of long-lived assets, goodwill or long-lived assets,investments, which could be material.

The future occurrence of a potential indicator of impairment, such as a significant adverse change in the business climate that would require a change in our assumptions or strategic decisions made in response to economic or competitive conditions, could require us to perform an assessment prior to the next required assessment date for our indefinite-lived assets and goodwill of July 1, 2025.2026.

Political events, trade and international disputes, war, threats or acts of terrorism, natural disasters, monetary and fiscal policies, tariffs, duties, laws and regulations, public health issues, including pandemics such as COVID-19, and other activities of the U.S. and foreign governments, agencies and similar organizations, may have an adverse effect on our business. These conditions include, among others, changes in a country’s or region’s economic or political conditions, modification or termination of trade agreements or treaties promoting free trade, creation of new trade agreements or treaties, trade regulations affecting production, pricing and marketing of products, tariffs, duties, local labor conditions and regulations, including regulations regarding child labor, reduced protection of intellectual property rights, changes in the regulatory or legal environment, restrictions on currency exchange activities, currency exchange rate fluctuations, burdensome taxes, tariffs and duties, and other trade disputes or trade barriers. In general, changes in general government policy, law, or regulation and costs of legal compliance, including compliance with environmental regulation, and international risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities and war, could limit our ability to transact business in certain markets and could adversely affect our operating results, financial condition, cash flows and prospects.

The Organisation for Economic Co-operation and Development (the “OECD”), an international association of countries including the United States, is continuing discussions regarding fundamental changes in allocation of profits among tax jurisdictions in which companies do business, as well as the implementation of a global minimum tax, referred to as the “Pillar One” and “Pillar Two” proposals. Many countries, including countries in which we have operations, have enacted or are in the process of enacting laws based on the Pillar Two proposals. OurWhile the Pillar Two minimum tax requirement did not have a material impact on our current effective tax raterate, we continue to monitor developments and cashadministrative tax payments could increaseguidance in addition to evaluating the potential impact on our consolidated financial statements for future years as a result of these changes.periods.

Risks Related to Artificial Intelligence, Our Data, and Our Information Technology Systems

Our operations rely on certain key information technology systems, which are dependent on services provided by third parties and provide critical data connectivity, information and services for internal and external users. These interactions include, among others, ordering and managing materials from suppliers, risk management activities, converting raw materials to finished products, inventory management, shipping products to customers, processing transactions, summarizing and reporting results of operations, administering human resources benefits and payroll management, complying with regulatory, legal and tax requirements, and other processes necessary to manage our business. Increased information technology security and social engineering threats and more sophisticated cyber crime, including advanced persistent threats, pose potential risks to the security of our information technology systems, networks and services, as well as the confidentiality, availability and integrity of our third-party and employee data. Threat actors increasingly leverage AI, including deepfakes and other tools, to enhance phishing and social‑engineering attacks, which may make it more difficult for us to prevent, detect and respond to cybersecurity incidents. We also face risks from zero‑day vulnerabilities, supply‑chain attacks, and cybersecurity incidents involving third‑party service providers, cloud platforms, or software vendors upon which we rely. In addition, evolving cybersecurity and privacy regulations, including tighter incident reporting timelines and increased enforcement, may increase our compliance costs and potential liability, and our insurance coverage for cybersecurity‑related losses may be unavailable, insufficient, or subject to increased premiums, retentions or exclusions.

If our information technology systems are breached, damaged, or cease to function properly due to any number of causes, such as catastrophic events, power outages, security incidents, or cyber-based attacks, and if our cybersecurity response plans and disaster recovery and our cyber incident response plans do not effectively mitigate the risks on a timely basis, we may encounter significant disruptions that could interrupt our ability to manage our operations, cause loss of valuable data, and damage our reputation. Any such incidents also could subject us to government investigations or private litigation. These factors may adversely impact our operating results, financial condition, cash flows and prospects. We could also experience delays in reporting our financial results.

The third-party data management providers and other vendors that we rely upon may have or develop security problems or security vulnerabilities which may also affect our systems or data. A data security or privacy breach of their systems or other form of cyber-based attack may occur in the future. In addition, we use external vendors to perform security assessments on a periodic basis to review and assess our information security. We utilize this information to audit ourselves, monitor the security of our technology infrastructure, and assess whether and how to prioritize the allocation of scarce resources to protect data and systems. However, theseThese security assessments and auditsaudits, however, may not identify or appropriately categorize relevant risks or protect our computer networks against security intrusions. Although we require our third-party vendors contractually to maintain a level of security that is acceptable to us and work closely with key vendors to address potential and actual security concerns and attacks, not all confidential, proprietary, or personal information may not be protected on their systems.

We may not continue to pay dividends, repurchase shares of our common stock, or to pay dividends or repurchase shares of our common stock at the same rate we haveas paid in our most recent fiscal quarters.

If we experience material weaknesses in our internal control over financial reporting and are unable to remediate such material weaknesses, or are otherwise unable to maintain effective internal control over financial reporting or our disclosure controls and procedures, our ability to record, process and report financial information accurately and to prepare financial statements within required time periods,periods could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements, and adversely impact our stock price. For example, we previously reported a material weakness in our internal control over financial reporting, which we fully remediated in fiscal 2021, related to ineffective information technology controls related to user access over certain information technology systems.

Unless otherwise indicated or the context otherwise requires, as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “the Company,” “Ingredion,” “we,” “us,” and “our” and similar terms refer to Ingredion Incorporated and its consolidated subsidiaries. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those containedexpressed or implied in any forward-looking statements. See “Forward-Looking Statements” above.

We are a leading global ingredient solutions provider whothat transforms grains, fruits, vegetables and other plant-based materials into value-added ingredient solutions for the food, beverage, animal nutrition, brewing and industrial markets. Our innovative ingredient solutions help customers stay on trend with simple ingredients and other in-demand ingredients.

While we identify the impacts on our results of divestitures, acquisitions and investments, including investments in joint ventures that we account for as equity method investments, on our results, our discussion below also addresses results of operations excluding those impacts, where appropriate, to provide a more comparable and meaningful analysis.

We have operations in three reportable business segments: Texture & Healthful Solutions,Solutions (“T&HS”), Food & Industrial Ingredients–LATAM - (“F&II–LATAM”) and Food & Industrial Ingredients - –U.S./Canada.Canada (“F&II–U.S./Canada”). In addition, we group operating segments that are not individually or collectively classified as a reportable segment are grouped and classified as “All Other.”

As of December 31, 2024,2025, we had total available liquidity of $2.6$3.9 billion. Domestic liquidity of $1.5$1.6 billion consisted of $548$641 million in cash and cash equivalents and $1.0 billion available through our commercial paper program that had no outstanding borrowings as of December 31, 2024.borrowings. The commercial paper program is backed by $1.0 billion of borrowing availability under a five-year revolving credit agreementfacility that we enteredobtained on JuneAugust 30,27, 2021,2025, as described below.

As of December 31, 2024,2025, we had international liquidity of $1.1$2.3 billion, consisting of $449$389 million of cash and cash equivalents and $11$3 million of short-term investments held by our operations outside the U.S., as well as $622$1.9 millionbillion of unused operating lines of credit in foreign countries where we operate. As the parent company, we guarantee certain obligations of our consolidated subsidiaries. As of December 31, 2024,2025, our guarantees aggregated $35$39 million. We believe that those consolidated subsidiaries will be able to meet their financial obligations as they become due.

OurOn August 27, 2025, we entered into a new revolving credit agreement, which isagreement for an unsecured revolving credit facility in an aggregate principal amount of $1.0 billion outstanding at any time, which will mature on JuneAugust 30,27, 2026.2030. Loans under the facility accrue interest at a per annum rate equal, at our option, to either a specified Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, or a base rate (generally determined according to the highest of the prime rate, the federal funds rate or the specified SOFR plus 1.00 percent) plus an applicable margin. The revolving credit agreement contains customary affirmative and negative covenants that, among other matters, specify customary reporting obligations, and that, subject to exceptions, restrict the incurrence of additional indebtedness by our subsidiaries, the incurrence of liens and the consummation of certain mergers, consolidations and sales of assets. We are subject to compliance, as of the end of each quarter, with a maximum leverage ratio of 3.5 to 1.0 and a minimum ratio of consolidated EBITDA (as defined for purposes of the revolving credit agreement) to consolidated net interest expense of 3.5 to 1.0, with each financial covenant calculated for the most recently completed four-quarter period. As of December 31, 2024,2025, we were in compliance with these financial covenants.

Our commercial paper program allows us to issue senior unsecured notes of short maturities up to a maximum aggregate principal amount of $1.0 billion outstanding at any time. The notes may be sold from time to time on customary terms in the U.S. commercial paper market. We intend to continue using theuse note proceeds for general corporate purposes. During 2024,2025, the average amount of commercial paper outstandingthere was $31 million with a weighted average interest rate of 5.51 percent over a weighted average maturity of eight days. As of December 31, 2024, no commercialactivity paperrelated wasto outstanding.this program. The amount of commercial paper outstanding under this program in 20252026 is expected to fluctuate.

As of December 31, 2024,2025, we had total debt outstanding of $1.8 billion. Our outstanding debt consists primarily of senior notes under which repayment at maturity will commenceoccur in various years commencing in 2026 through 2050. InWe 2023,classify senior notes due in 2026 as long-term as we paid in full without penaltyhave the $200intent millionand ability to refinance the principal outstandingamount on oura termlong-term loan that was due on December 16, 2024.basis. The weighted average interest rate on our total indebtedness was 4.024.0 percent for 2024both 2025 and 4.50 percent for 2023.2024.

Our cash provided by operating activities increaseddecreased to $944 million in 2025 from $1,436 million in 2024 from $1,057 million in 2023.2024. The increase in cash provided by operating activitiesdecrease was primarily due to changesa inreduction workingof capital, which excluded net assets and net liabilities we classified as held for sale. Cash provided by working capital increased to $417$490 million in 2024,cash asfrom working capital. We used $73 million of cash in 2025 for working capital, compared to cash provided by working capital of $77$417 million in 2023.2024, Thisprimarily increasefor increases in cashcustomer provided by working capital was primarily due to decreases in inventoryreceivables and trade accounts receivable.inventory.

Our cash used for investing activities decreasedincreased to $444 million in 2025 from $47 million in 20242024, fromwhich $329 million in 2023, primarily due to thereflected proceeds from the sale of our South Korea business of $255 million, partially offset by decreased capital expendituresmillion in February 2024. In 2024,2025, we used $301$433 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities, compared to $316$295 million wein usedcapital expenditures in 20232024 for the same purposes. Capital investment commitments for 20252026 are anticipated to be approximately $450$400 million to $440 million.

We used $765$491 million of cash for financing activities in 20242025 compared to cash used for financing activities of $569$765 million in 2023.2024, Theprimarily differencebecause includeswe adid netnot $264borrow under our commercial paper program in 2025, while we repaid $327 million reduction of our commercial paper borrowings during 2024. Cash used for financing activities also includes cash dividends that we pay to our common stockholders of record on a quarterly basis. Dividends paid,basis, including those to non-controlling interests, increasedwhich 8were percent$211 tomillion during 2025 and $210 million during 2024 from $194 million during 2023. The increase was due to an increase in our quarterly dividend rate per share of common stock, which typically occurs during the third quarter of each fiscal year.2024. During 2024,2025, we also repurchased 1.71.8 million outstanding shares of our common stock in open market transactions at a net cost of $216$224 million.

We use certain key financial performance metrics to monitor our progress towards achieving our long-term strategic business objectives. These metrics relate to our ability to drive profitability, create value for stockholders and monitor our financial leverage. We assess whether we are achieving our profitability and value creation objectives by measuring our Adjusted Return on Invested Capital (“Adjusted ROIC”). We monitor our financial leverage by regularly reviewing our ratio of net debt to adjusted earnings before interest, taxes, depreciationdepreciation, amortization and amortizationother items (“Net Debt to Adjusted EBITDA”). We believe these metrics provide valuable information to help us run our business and are useful to investors.

We have significant operations globally. Fluctuations in foreign currency exchange rates affect the U.S. dollar amounts of our foreign subsidiaries’ net sales and expenses. For most of our foreign subsidiaries, the local foreign currency is the functional currency. Accordingly, net sales and expenses denominated in the functional currencies of these subsidiaries are translated into U.S. dollars at the applicable average exchange rates for the period.

FirstSecond Quarter of 2026

With Comparatives to FirstSecond Quarter of 2025

Net sales. Net sales decreasedincreased 1 percent to $1,792$1,850 million for the firstsecond quarter of 2026 compared to $1,813$1,833 million for the firstsecond quarter of 2025. The decreaseincrease was primarily driven by lowerfavorable volumeforeign exchange impacts and less favorable mix in the F&II–U.S./Canada business,volumes, partially offset by higher net sales in T&HS andless favorable foreignprice exchange impacts.mix.

Cost of sales. Cost of sales increased 35 percent to $1,391$1,424 million for the firstsecond quarter of 2026 compared to $1,347$1,356 million for the firstsecond quarter of 2025. The increase was due primarily to increased operatingmanufacturing costs inand costs associated with the F&II–U.S./Canadathermal business.event Grossat our Argo facility. As a result, gross profit margin decreased to 2223 percent for the firstsecond quarter of 2026 from 26 percent for the firstsecond quarter of 2025 due to lower fixed cost absorption from lower volumes.2025.

Operating expenses. Operating expenses increased 4 percentdecreased to $200$207 million for the firstsecond quarter of 2026 compared to $193$208 million for the firstsecond quarter of 2025. Operating expenses as a percentage of net sales was 11 percent for both the firstsecond quarter of 2026 and 2025. The increase in operating expenses was primarily attributable to increased employee costs.

Other operating (income), net. Other operating (income), net was $(13)$14 million for the firstsecond quarter of 2026 compared to $(10)$5 million for the firstsecond quarter of 2025. The increase was primarily driven by income from equity investments.

Restructuring/ and impairment charges. Restructuring/ and impairment charges were $11$45 million for the firstsecond quarter of 2026 compared to $7$3 million for the firstsecond quarter of 2025,2025. andThe wereincrease was primarily relateddue to estimatedimpairment legal entityand restructuring costs inassociated with the currentclosure quarter.of the Cabo, Brazil facility.

NetFinancing incomecosts. attributableFinancing tocosts Ingredion.were Net$55 income attributable to Ingredionmillion for the firstsecond quarter of 2026 decreasedcompared to $142$12 million from $197 million for the firstsecond quarter of 2025. The decreaseincrease was primarily due to the$47 decreasemillion inof operatingacquisition-related income,foreign partiallyexchange offsethedging by a lower provisionlosses for incomethe taxes.pending acquisition of Tate & Lyle.

Net sales. T&HS net sales increased to $617$627 million for the firstsecond quarter of 2026 from $602$599 million for the firstsecond quarter of 2025. The increase was primarily due to higher volumes and favorable foreign exchange impacts,volumes, partially offset by unfavorablelower price mix.

Segment operating income. T&HS operating income increased 15 percent to $100$117 million for the firstsecond quarter of 2026 compared to $99$111 million for the firstsecond quarter of 2025. The increase was primarily due to foreignvolume exchangegrowth, impacts.partially offset by unfavorable price mix and higher tapioca costs.

Net sales. F&II–LATAM net sales increased 13 percent to $579$611 million for the firstsecond quarter of 2026 from $573$596 million for the firstsecond quarter of 2025. The increase was primarily due to favorable foreign exchange impacts, partially offset by lower volumes and productlower price mix.

Segment operating income. F&II–LATAM operating income decreased 97 percent to $115$118 million for the firstsecond quarter of 2026 compared to $127 million for the firstsecond quarter of 2025. The decrease was driven primarily by MexicoMexico’s transactional currency impacts and softera volumes.more challenging demand environment.

SegmentNet operating income.sales. F&II–U.S./Canada operatingnet incomesales decreased 637 percent to $34$488 million for the firstsecond quarter of 2026 from $92$523 million for the firstsecond quarter of 2025. The decrease resultedwas primarily due to lower volumes from production challenges at our Argo facility andas well as softer volumes and price mix.

Net sales. All Other net sales increased 38 percent to $121$124 million for the firstsecond quarter of 2026 from $118$115 million for the firstsecond quarter of 2025. The increase was primarily due to improvedhigher pricesales mix.from our protein fortification business.

SegmentOperating operatingincome income.(loss). All Other operating income (loss) was $3$6 million for the firstsecond quarter of 2026 and zero$(1) million for the firstsecond quarter of 2025, reflecting improvementsimproved performance in the plant-based protein fortification business.