v3.26.1
Equity
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Equity Equity
Treasury Stock: On November 3, 2025, the Board of Directors approved a stock repurchase program authorizing us to purchase up to 8.0 million shares of our outstanding common stock until December 31, 2028. 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 the repurchase program are not established solely with reference to the dilutive impact of shares issued under our stock incentive plan, but we expect that, over time, share repurchases will offset the dilutive impact of shares issued under the plan.
For year-to-date 2026, we repurchased 120 thousand outstanding shares of common stock in open market transactions at a net cost of $14 million. During the second quarter of 2026, there were no repurchases of outstanding shares of common stock in open market transactions. 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 of 2025, there were no repurchases of outstanding shares of common stock in open market transactions. As of June 30, 2026, we had 7.3 million shares available for repurchase under the stock repurchase program.
Share-based Payments: Share-based compensation expense was as follows:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Restricted stock units (“RSUs”):
Pre-tax compensation expense$$$12 $12 
Income tax effect— (1)(1)(2)
RSUs, net of income taxes11 10 
Performance shares and other share-based awards:
Pre-tax compensation expense
Income tax effect— — — 
Performance shares and other share-based awards, net of income taxes
Stock options:
Pre-tax compensation expense— — 
Income tax effect— — — — 
Stock options, net of income taxes— — 
Total share-based compensation:
Pre-tax compensation expense11 18 24 
Income tax effect(1)(1)(2)
Total share-based compensation expense, net of income taxes$$10 $17 $22 
Restricted Stock Units: We have granted restricted stock units (“RSUs”) to certain key employees. The RSUs are primarily subject to either cliff vesting (generally after three years) or three-year graded vesting (vesting one-third each year), 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.
RSU activity for year-to-date 2026 was as follows:
Number of
Restricted
Shares
(in thousands)
Weighted
Average
Fair Value
per Share
Non-vested as of December 31, 2025510$112.44 
Granted215115.69 
Vested(167)99.11 
Cancelled(24)117.81 
Non-vested as of June 30, 2026534$117.69 
As of June 30, 2026, the total remaining unrecognized compensation cost related to RSUs was $26 million, which will be amortized on a weighted-average basis over approximately 2.0 years.
Performance Shares: We have a long-term incentive plan for senior management in the form of performance share awards. 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 performance 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 Adjusted ROIC target.
For the 2026 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 performance 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 2026 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 2026, we awarded 116 thousand performance shares at a weighted average fair value of $136.63 per share. As of June 30, 2026, the unrecognized compensation cost related to these awards was $15 million, which we will amortize over the remaining service period of 2.15 years. The 2023 performance share awards that vested in February 2026 achieved a 181 percent payout of the granted performance shares. As of June 30, 2026, we estimate the 2024 performance share awards will pay out at 150 percent. For year-to-date 2026, fifteen thousand shares were forfeited.
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 three-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.
We granted 158 thousand shares of stock options to purchase for year-to-date 2025 and did not grant any stock options for year-to-date 2026. We estimated the fair value of each option grant by using the Black-Scholes option-pricing model with the following assumptions for 2025:
Six Months Ended June 30, 2025
Expected life (in years)5.5
Risk-free interest rate4.1%
Expected volatility28.2%
Expected dividend yield2.5%
The expected life of options represents the weighted average period that we expect options granted to be outstanding in view of 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.
Stock option activity for year-to-date 2026 was as follows:
Number of Options
(in thousands)
Weighted Average Exercise Price per ShareAverage Remaining Contractual Term (in years)Aggregate Intrinsic Value
(in millions)
Outstanding as of December 31, 20251,269$105.75 5.3$13 
Granted— 
Exercised(12)99.75 
Cancelled(15)121.85 
Outstanding as of June 30, 20261,242$105.61 4.8$
Exercisable as of June 30, 20261,106$103.47 4.4$
For year-to-date 2026, cash received from the exercise of stock options was $1 million. As of June 30, 2026, the unrecognized compensation cost related to non-vested stock options totaled $1 million, which we expect to amortize over the weighted-average period of approximately 1.4 years.
Additional information pertaining to stock option activity was as follows:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Weighted average grant date fair value of stock options granted (per share)$— $— $— $33.53 
Total intrinsic value of stock options exercised— — 
Accumulated Other Comprehensive Loss: A summary of accumulated other comprehensive loss for year-to-date 2026 and 2025 was as follows:
Cumulative Translation AdjustmentHedging ActivitiesPension and Postretirement AdjustmentAOCL
Balance as of December 31, 2025$(899)$(5)$(33)$(937)
Other comprehensive income before reclassification adjustments 109 (34)— 75 
Loss reclassified from AOCL— — 
Tax effect— — 
Net other comprehensive income (loss)109 (20)— 89 
Balance as of June 30, 2026$(790)$(25)$(33)$(848)
Cumulative Translation AdjustmentHedging ActivitiesPension and Postretirement AdjustmentAOCL
Balance as of December 31, 2024$(1,061)$$(29)$(1,086)
Other comprehensive income before reclassification adjustments 138 — 142 
(Income) reclassified from AOCL— (11)— (11)
Tax effect— (2)— (2)
Net other comprehensive income (loss)138 (5)— 133 
Balance as of June 30, 2025$(923)$(1)$(29)$(953)
Supplemental Information: The following Condensed Consolidated Statements of Equity and Redeemable Equity present information about the dividends per share for common stock for the periods indicated:
Total EquityShare-based
Payments
Subject to
Redemption
Redeemable
Non-
Controlling
Interests
Preferred
Stock
Common
Stock
Additional
Paid-In
Capital
Treasury
Stock
Accumulated Other
Comprehensive
Loss
Retained
Earnings
Non-
Redeemable
Non-
Controlling
Interests
Balance as of December 31, 2025$— $$1,155 $(1,555)$(937)$5,610 $21 $64 $
Net income attributable to Ingredion— — — — — 142 — — — 
Net income attributable to non-controlling interests— — — — — — — — 
Dividends declared, common stock ($0.82/share)
— — — — — (52)— — — 
Repurchases of common stock, net— — — (14)— — — — — 
Share-based compensation, net of issuance— — 16 — — — (23)— 
Purchases of non-controlling interests— — — — — — — — (7)
Other comprehensive income (loss)— — — — 10 — (1)— — 
Balance as of March 31, 2026$— $$1,162 $(1,553)$(927)$5,700 $22 $41 $— 
Net income attributable to Ingredion— — — — — 114 — — — 
Net income attributable to non-controlling interests— — — — — — — — 
Dividends declared, common stock ($0.82/share)
— — — — — (53)— — — 
Dividends declared, non-controlling interests— — — — — — (2)— — 
Share-based compensation, net of issuance— — — — — — — 
Sale of business— — — — — — (23)— — 
Other comprehensive income— — — — 79 — — — 
Balance as of June 30, 2026$— $$1,163 $(1,553)$(848)$5,761 $— $49 $— 
Total EquityShare-based
Payments
Subject to
Redemption
Redeemable
Non-
Controlling
Interests
Preferred
Stock
Common
Stock
Additional
Paid-In
Capital
Treasury
Stock
Accumulated Other
Comprehensive
Loss
Retained
Earnings
Non-
Redeemable
Non-
Controlling
Interests
Balance as of December 31, 2024$— $$1,152 $(1,355)$(1,086)$5,092 $19 $60 $
Net income attributable to Ingredion— — — — — 197 — — — 
Net income attributable to non-controlling interests— — — — — — — — 
Dividends declared, common stock ($0.80/share)
— — — — — (53)— — — 
Repurchases of common stock, net— — — (55)— — — — — 
Share-based compensation, net of issuance— — 17 — — — (18)— 
Other comprehensive income— — — — 61 — — — 
Balance as of March 31, 2025$— $$1,158 $(1,393)$(1,025)$5,236 $21 $42 $
Net income attributable to Ingredion— — — — — 196 — — — 
Net income attributable to non-controlling interests— — — — — — — — 
Dividends declared, common stock ($0.80/share)
— — — — — (52)— — — 
Dividends declared, non-controlling interests— — — — — — (2)— — 
Share-based compensation, net of issuance— — — — — — 
Other comprehensive income (loss)— — — — 72 — — — (1)
Balance as of June 30, 2025$— $$1,160 $(1,391)$(953)$5,380 $21 $51 $
Supplemental Information: The following table presents information about the computation of basic and diluted earnings per common share (“EPS”):
Three Months Ended June 30, 2026Three Months Ended June 30, 2025
Net Income
Attributable
to Ingredion
Weighted
Average
Shares
Per
Share
Amount
Net Income
Attributable
to Ingredion
Weighted
Average
Shares
Per
Share
Amount
Basic EPS$114 63.3$1.80 $196 64.5$3.04 
Effect of Dilutive Securities (i)
0.61.1
Diluted EPS$114 63.9$1.78 $196 65.6$2.99 
Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Net Income
Attributable
to Ingredion
Weighted
Average
Shares
Per
Share
Amount
Net Income
Attributable
to Ingredion
Weighted
Average
Shares
Per
Share
Amount
Basic EPS$256 63.2$4.05 $393 64.5$6.09 
Effect of Dilutive Securities (i)
0.71.1
Diluted EPS$256 63.9$4.01 $393 65.6$5.99 
_________________
(i)Incremental shares from assumed exercise of dilutive stock options, vesting of dilutive stock options, and vesting of dilutive RSUs and other awards.
For the second quarter and year-to-date of 2026, approximately 0.8 million and 0.6 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 of 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.