ingr-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


			x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


			o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-13397

INGREDION INCORPORATED

(Exact name of registrant as specified in its charter)


Delaware			22-3514823
(State or other jurisdiction of incorporation or organization)			(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

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.


Class						Outstanding as of May 5, 2026
Common Stock, par value $0.01 per share						63,059,061 shares

INGREDION INCORPORATED

FORM 10-Q

TABLE OF CONTENTS


		Page No.
Part I	Financial Information
Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Income (Unaudited) for the three months ended March 3 1 , 202 6 and 2 025	3
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 3 1 , 202 6 and 202 5	4
	Condensed Consolidated Balance Sheets as of March 3 1 , 202 6 (Unaudited) and December 31, 202 5	5
	Condensed Consolidated Statements of Equity and Redeemable Equity (Unaudited) for the three months ended March 3 1 , 202 6 and 202 5	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 3 1 , 202 6 and 202 5	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2 4
Item 4.	Controls and Procedures	25
Part II	Other Information
Item 1.	Legal Proceedings	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Ingredion Incorporated

Condensed Consolidated Statements of Income

(Unaudited)

(dollars and shares in millions, except per share data)


	Three Months Ended March 31,
	2026		2025
Net sales	$	1,792	$	1,813
Cost of sales	1,391		1,347
Gross profit	401		466
Operating expenses	200		193
Other operating (income), net	(13)		(10)
Restructuring/impairment charges	11		7
Operating income	203		276
Financing costs	9		9


Income before income taxes	194		267
Provision for income taxes	50		68
Net income	144		199
Less: Net income attributable to non-controlling interests	2		2
Net income attributable to Ingredion	$	142	$	197

Earnings per common share attributable to Ingredion common shareholders:

Weighted average common shares outstanding:
Basic	63.2		64.5
Diluted	64.0		65.6

Earnings per common share of Ingredion:
Basic	$	2.25	$	3.05
Diluted	2.22		3.00

See the Notes to the Condensed Consolidated Financial Statements.

Table of Contents

Ingredion Incorporated

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(dollars in millions)


	Three Months Ended March 31,
	2026		2025
Net income	$	144	$	199
Other comprehensive income:
Gains on cash flow hedges, net of income tax effect of $1 and $4	4		13
(Gains) on cash flow hedges reclassified to earnings, net of income tax effect of $—	—		(2)


Currency translation adjustment	6		50
Comprehensive income	154		260
Less: Comprehensive income attributable to non-controlling interests	1		3
Comprehensive income attributable to Ingredion	$	153	$	257

See the Notes to the Condensed Consolidated Financial Statements.

Table of Contents

Ingredion Incorporated

Condensed Consolidated Balance Sheets

(dollars and shares in millions, except per share amounts)


	March 31, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	914	$	1,030
Short-term investments	4		3
Accounts receivable, net	1,358		1,185
Inventories	1,183		1,227
Prepaid expenses and assets held for sale	66		60
Total current assets	3,525		3,505
Property, plant and equipment, net of accumulated depreciation of $3,748 and $3,727	2,561		2,526
Goodwill	920		922
Intangible assets, net of accumulated amortization of $360 and $354	339		347
Other non-current assets	583		597
Total assets	$	7,928	$	7,897

Liabilities and stockholders’ equity
Current liabilities:
Short-term borrowings	$	83	$	48
Accounts payable	613		693
Accrued liabilities and liabilities held for sale	581		575
Total current liabilities	1,277		1,316
Long-term debt	1,742		1,742
Other non-current liabilities	463		473
Total liabilities	3,482		3,531

Share-based payments subject to redemption	41		64
Redeemable non-controlling interests	—		7

Ingredion stockholders’ equity:
Preferred stock — authorized 25.0 shares — $0.01 par value, none issued	—		—
Common stock — authorized 200.0 shares — $0.01 par value, 77.8 shares issued at March 31, 2026 and December 31, 2025	1		1
Additional paid-in capital	1,162		1,155
Less: Treasury stock (common stock: 14.8 shares at March 31, 2026 and December 31, 2025) at cost	(1,553)		(1,555)
Accumulated other comprehensive loss	(927)		(937)
Retained earnings	5,700		5,610
Total Ingredion stockholders’ equity	4,383		4,274
Non-redeemable non-controlling interests	22		21
Total stockholders’ equity	4,405		4,295
Total liabilities and stockholders’ equity	$	7,928	$	7,897

See the Notes to the Condensed Consolidated Financial Statements.

Table of Contents

Ingredion Incorporated

Condensed Consolidated Statements of Equity and Redeemable Equity

(Unaudited)

(dollars in millions)


	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, 2025	$	—	$	1	$	1,155	$	(1,555)	$	(937)	$	5,610	$	21	$	64	$	7
Net income attributable to Ingredion	—		—		—		—		—		142		—		—		—
Net income attributable to non-controlling interests	—		—		—		—		—		—		2		—		—
Dividends declared, common stock ($0.82/share)	—		—		—		—		—		(52)		—		—		—
Repurchases of common stock, net	—		—		—		(14)		—		—		—		—		—
Share-based compensation, net of issuance	—		—		7		16		—		—		—		(23)		—

Purchases of non-controlling interests	—		—		—		—		—		—		—		—		(7)
Other comprehensive income (loss)	—		—		—		—		10		—		(1)		—		—
Balance as of March 31, 2026	$	—	$	1	$	1,162	$	(1,553)	$	(927)	$	5,700	$	22	$	41	$	—


	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