Treasury Stock: On September 26, 2022, the Board of Directors approved a stock repurchase program authorizing us to purchase up to 6.0 million shares of our outstanding common stock until December 31, 2025. We may repurchase shares from time to time in the open market, in privately negotiated transactions, or otherwise, at prices we deem appropriate. We are not obligated to repurchase any shares under the authorization, and the repurchase program may be suspended, discontinued, or modified at any time, for any reason and without notice. The parameters of our stock repurchase program are not established solely with reference to the dilutive impact of shares issued under our stock incentive plan. However, we expect that, over time, share repurchases will offset the dilutive impact of shares issued under the plan.

For year-to-date 2025, we repurchased 409 thousand outstanding shares of common stock in open market transactions at a net cost of $55 million. During the second quarter 2025, there were no repurchases of outstanding shares of common stock in open market transactions. During the second quarter and year-to-date 2024, we repurchased 572 thousand and 577 thousand outstanding shares of common stock in open market transactions at a net cost of $65 million and $66 million. As of June 30, 2025, we had 2.9 million shares available for repurchase under the stock repurchase program.


	Three Months Ended June 30,					Six Months Ended June 30,
		2025		2024			2025		2024
Stock options:
Pre-tax compensation expense		$	2	$	1		$	3	$	3
Income tax benefit		—		—			—		—
Stock option expense, net of income taxes		2		1			3		3

Restricted stock units (“RSUs”):
Pre-tax compensation expense		5		4			12		11
Income tax benefit		(1)		—			(2)		(1)
RSUs, net of income taxes		4		4			10		10

Performance shares and other share-based awards:
Pre-tax compensation expense		4		4			9		8
Income tax benefit		—		—			—		—
Performance shares and other share-based compensation expense, net of income taxes		4		4			9		8

Total share-based compensation:
Pre-tax compensation expense		11		9			24		22
Income tax benefit		(1)		—			(2)		(1)
Total share-based compensation expense, net of income taxes		$	10	$	9		$	22	$	21

Stock Options: Under our stock incentive plan, stock options are granted at exercise prices that equal the market value of the underlying common stock on the date of grant. The options have a 10-year term and are exercisable upon vesting, which occurs over a 3-year period at the anniversary dates of the date of grant. We generally recognize compensation expense on a straight-line basis for all awards over the employee’s vesting period. We estimate a forfeiture rate at the time of grant and update the estimate throughout the vesting period of the stock options within the amount of compensation costs recognized in each period.

The expected life of options represents the weighted average period that we expect options granted to be outstanding giving consideration to vesting schedules and our historical exercise patterns. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the grant date for the period corresponding to the expected life of the options. Expected volatility is based on historical volatilities of our common stock, and dividend yields are based on our dividend yield at the date of issuance.


	Number of Options (in thousands)	Weighted Average Exercise Price per Share		Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2024	1,453	$	100.04	5.6	$	55
Granted	158	130.57
Exercised	(38)	98.46
Cancelled	(6)	114.59
Outstanding as of June 30, 2025	1,567	$	103.10	5.6	$	51
Exercisable as of June 30, 2025	1,250	$	99.39	4.7	$	46

Restricted Stock Units: We have granted restricted stock units (“RSUs”) to certain key employees. The RSUs are primarily subject to cliff vesting, generally after 3 years, provided the employee remains in our service. The fair value of the RSUs is determined based upon the number of shares granted and the quoted market price of our common stock at the grant date.

Performance Shares: We have a long-term incentive plan for senior management in the form of performance shares. The vesting of the performance shares is generally based on two performance metrics. Fifty percent of the performance shares awarded vest based on our total shareholder return as compared to the total shareholder return of our peer group, and the remaining fifty percent vest based on the calculation of our three-year average Adjusted Return on Invested Capital (“Adjusted ROIC”) against an established ROIC target.

For the 2025 performance shares awarded based on our total shareholder return, the number of shares that ultimately vest can range from zero to 200 percent of the grant depending on our total shareholder return as compared to the total shareholder return of our peer group. The share award vesting will be calculated at the end of the three-year period and is subject to approval by management and the People, Culture and Compensation Committee (“Compensation Committee”) of the Board of Directors. Compensation expense is based on the fair value of the performance shares at the grant date, established using a Monte Carlo simulation model. We amortize the total compensation expense for these awards over a three-year graded vesting schedule.

For the 2025 performance shares awarded based on Adjusted ROIC, the number of shares that ultimately vest can range from zero to 200 percent of the grant depending on our Adjusted ROIC performance against the target. The share award vesting will be calculated at the end of the three-year period and is subject to approval by management and the Compensation Committee. We base compensation expense on the market price of our common stock on the grant date and the final number of shares that ultimately vest. We estimate the potential share vesting at least annually to adjust the compensation expense for these awards over the vesting period to reflect our estimated Adjusted ROIC performance against the target. We amortize the total compensation expense for these awards over a three-year graded vesting schedule.

For year-to-date 2025, we awarded 82 thousand performance shares at a weighted average fair value of $145.73 per share. As of June 30, 2025, the unrecognized compensation cost related to these awards was $16 million, which we will amortize over the remaining service period of 2.2 years. The 2022 performance share awards that vested in February 2025 achieved a 200 percent payout of the granted performance shares. As of June 30, 2025, we estimate the 2023 performance share awards will pay out at 200 percent. For year-to-date 2025, four thousand shares were cancelled.


	Cumulative Translation Adjustment		Hedging Activities		Pension and Postretirement Adjustment		AOCL
Balance as of December 31, 2024	$	(1,061)	$	4	$	(29)	$	(1,086)
Other comprehensive income before reclassification adjustments	138		4		—		142
(Income) reclassified from AOCL	—		(11)		—		(11)
Tax effect	—		2		—		2
Net other comprehensive income (loss)	138		(5)		—		133
Balance as of June 30, 2025	$	(923)	$	(1)	$	(29)	$	(953)


	Cumulative Translation Adjustment		Hedging Activities		Pension and Postretirement Adjustment		AOCL
Balance as of December 31, 2023	$	(961)	$	(48)	$	(47)	$	(1,056)
Other comprehensive (loss) income before reclassification adjustments	(60)		(69)		2		(127)
Loss reclassified from AOCL	—		64		—		64
Tax effect	—		1		—		1
Net other comprehensive (loss) income	(60)		(4)		2		(62)
Balance as of June 30, 2024	$	(1,021)	$	(52)	$	(45)	$	(1,118)


	Total Equity														Share-based Payments Subject to Redemption		Redeemable Non- Controlling Interests
	Preferred Stock		Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Non- Redeemable Non- Controlling Interests
Balance as of December 31, 2024	$	—	$	1	$	1,152	$	(1,355)	$	(1,086)	$	5,092	$	19	$	60	$	7
Net income attributable to Ingredion	—		—		—		—		—		197		—		—		—
Net income attributable to non-controlling interests	—		—		—		—		—		—		2		—		—
Dividends declared, common stock ($0.80/share)	—		—		—		—		—		(53)		—		—		—

Repurchases of common stock, net	—		—		—		(55)		—		—		—		—		—


Share-based compensation, net of issuance	—		—		6		17		—		—		—		(18)		—
Other comprehensive income	—		—		—		—		61		—		—		—		1
Balance as of March 31, 2025	$	—	$	1	$	1,158	$	(1,393)	$	(1,025)	$	5,236	$	21	$	42	$	8
Net income attributable to Ingredion	—		—		—		—		—		196		—		—		—
Net income attributable to non-controlling interests	—		—		—		—		—		—		2		—		—
Dividends declared, common stock ($0.80/share)	—		—		—		—		—		(52)		—		—		—
Dividends declared, non-controlling interests	—		—		—		—		—		—		(2)		—		—

Share-based compensation, net of issuance	—		—		2		2		—		—		—		9		—


Other comprehensive income (loss)	—		—		—		—		72		—		—		—		(1)
Balance as of June 30, 2025	$	—	$	1	$	1,160	$	(1,391)	$	(953)	$	5,380	$	21	$	51	$	7


	Total Equity														Share-based Payments Subject to Redemption		Redeemable Non- Controlling Interests
	Preferred Stock		Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Non- Redeemable Non- Controlling Interests
Balance as of December 31, 2023	$	—	$	1	$	1,146	$	(1,207)	$	(1,056)	$	4,654	$	14	$	55	$	43
Net income attributable to Ingredion	—		—		—		—		—		216		—		—		—
Net income attributable to non-controlling interests	—		—		—		—		—		—		2		—		—
Dividends declared, common stock ($0.78/share)	—		—		—		—		—		(52)		—		—		—

Repurchases of common stock, net	—		—		—		(1)		—		—		—		—		—


Share-based compensation, net of issuance	—		—		—		29		—		—		—		(12)		—
Other comprehensive (loss)	—		—		—		—		(6)		—		—		—		(1)
Balance as of March 31, 2024	$	—	$	1	$	1,146	$	(1,179)	$	(1,062)	$	4,818	$	16	$	43	$	42
Net income attributable to Ingredion	—		—		—		—		—		148		—		—		—
Net income (loss) attributable to non-controlling interests	—		—		—		—		—		—		3		—		(1)
Dividends declared, common stock ($0.78/share)	—		—		—		—		—		(52)		—		—		—
Dividends declared, non-controlling interests	—		—		—		—		—		—		(2)		—		—
Repurchases of common stock, net	—		—		—		(65)		—		—		—		—		—
Share-based compensation, net of issuance	—		—		1		11		—		—		—		7		—
Fair market value adjustment to non-controlling interests	—		—		(6)		—		—		—		—		—		6
Purchases of non-controlling interests	—		—		—		—		—		—		—		—		(40)
Other comprehensive (loss)	—		—		—		—		(56)		—		—		—		—
Balance as of June 30, 2024	$	—	$	1	$	1,141	$	(1,233)	$	(1,118)	$	4,914	$	17	$	50	$	7


	Three Months Ended June 30, 2025					Three Months Ended June 30, 2024
	Net Income Attributable to Ingredion		Weighted Average Shares	Per Share Amount		Net Income Attributable to Ingredion		Weighted Average Shares	Per Share Amount




Basic EPS	$	196	64.5	$	3.04	$	148	65.7	$	2.25
Effect of Dilutive Securities (i)			1.1					1.1
Diluted EPS	$	196	65.6	$	2.99	$	148	66.8	$	2.22


	Six Months Ended June 30, 2025					Six Months Ended June 30, 2024
	Net Income Attributable to Ingredion		Weighted Average Shares	Per Share Amount		Net Income Attributable to Ingredion		Weighted Average Shares	Per Share Amount
Basic EPS	$	393	64.5	$	6.09	$	364	65.7	$	5.54
Effect of Dilutive Securities (i)			1.1					1.0
Diluted EPS	$	393	65.6	$	5.99	$	364	66.7	$	5.46

_________________

For the second quarter and year-to-date 2025, approximately 0.2 million share-based awards of common stock were excluded from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive. For the second quarter and year-to-date 2024, approximately 0.5 million share-based awards of common stock were excluded from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive.