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. This discussion should be read in conjunction with the unaudited interim Condensed Consolidated Financial Statements and related notes included elsewhere in this report and with the audited Condensed Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained or implied in any forward-looking statements. See “Forward-Looking Statements” at the end of this discussion. Overview We are a leading global ingredients solutions provider that 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. We are organized into three reportable segments that consist of Texture & Healthful Solutions (“T&HS”), Food & Industrial Ingredients (“F&II”)–Latin America (“LATAM”), and F&II–U.S./Canada, as well as All Other. Pending Acquisition of Tate & Lyle On June 8, 2026, we reached an agreement with the board of directors of Tate & Lyle PLC (“Tate & Lyle”), a company incorporated in England and Wales, on the terms of an all-cash recommended offer for us to acquire all of the issued and to be issued ordinary share capital of Tate & Lyle, whose ordinary shares are admitted to trading on the Main Market of the London Stock Exchange under the symbol TATE.L (the “pending acquisition”). The pending acquisition values the equity of Tate & Lyle at approximately £2.7 billion, or approximately $3.5 billion based on the British pound sterling to U.S. dollar exchange rate on June 30, 2026. Subject to the satisfaction or waiver of the closing conditions, we expect the pending acquisition to be completed in the second half of 2027. Tate & Lyle is a global specialty food and beverage solutions business that develops ingredients and solutions that reduce sugar, calories and fat, and add fiber and protein to food and drink, across categories including beverage, dairy, bakery and snacks, as well as soups, sauces and dressings. Tate & Lyle has reported that, for its financial year ended March 31, 2026, its revenue from continuing operations totaled £2.0 billion. Tate & Lyle reports that it currently has approximately 5,000 employees working in about 70 locations in 37 countries, serving customers in more than 120 countries. We believe that the combination of the Ingredion and Tate & Lyle businesses will create a global scaled provider of specialty ingredient solutions for a healthier, tastier and more sustainable future of food. Among other effects, we expect the combination to: •Broaden our specialty ingredients platform across texturants, sugar reduction and fortification, adding complementary capabilities in multi-ingredient systems and recipe development •Expand our ability to address customer needs across a wider range of end-use categories and applications •Leverage complementary geographic supply networks across the Americas, Europe, the Middle East and Africa, and Asia Pacific to deliver faster, more reliable and cost-effective ingredients and solutions for customers and consumers worldwide Transaction Structure It is intended that the pending acquisition will be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the UK Companies Act 2006 (the “UK Companies Act”). Following the satisfaction or, where permitted, waiver of other specified conditions, the effectiveness of the Scheme will be conditioned upon the sanction of the Scheme by the High Court of Justice in England and Wales (the “Court”). 24 Financial Terms Under the pending acquisition terms, Tate & Lyle shareholders will be entitled to receive 595 pence in cash for each Tate & Lyle ordinary share held (“Cash Consideration”). In addition to such Cash Consideration, Tate & Lyle shareholders will be entitled to receive dividends (the “Permitted Dividends”) consisting of a final dividend in relation to the Tate & Lyle financial year ended March 31, 2026 of no greater than 13.2 pence per ordinary share and an interim dividend in relation to the Tate & Lyle six-month period ending September 30, 2026 of no greater than 6.8 pence per ordinary share. The financial terms of the pending acquisition are final, except that, if on any date before the Scheme becomes effective, any dividend or other distribution or other return of capital (other than the Permitted Dividends) is declared, made or paid or becomes payable in respect of the Tate & Lyle shares, we reserve the right to reduce the pending acquisition consideration payable by the amount of such dividend or other distribution or other return of capital. Tate & Lyle ordinary shares included in the pending acquisition will include ordinary shares represented by American depositary shares evidenced by American depositary receipts, in accordance with the related deposit agreement. This program will be terminated upon the effectiveness of the Scheme. Governance Immediately following completion of the pending acquisition, Tate & Lyle will be a subsidiary of ours. James P. Zallie, our Chairman and Chief Executive Officer, will serve as Chairman and Chief Executive Officer of the combined group upon completion of the pending acquisition. Employee Compensation Employees participating in share plans administered by Tate & Lyle will, to the extent their awards and options under the Tate & Lyle share plans vest or are exercised in accordance with the terms of such plans and the Scheme, be able to receive the Cash Consideration in respect of any Tate & Lyle ordinary shares underlying such awards and options to which they become entitled and continue to hold as of the date specified in the Scheme, or later acquire. We have agreed to grant, as soon as reasonably practicable after the Scheme effective date, replacement awards to be settled in cash or shares of Ingredion common stock (as elected by us) to all individuals who held outstanding, unvested awards under the Tate & Lyle performance share plan immediately before the date Court hearing to sanction the Scheme (the “Court Hearing”) and lost value due to the application of time pro-rating of such outstanding awards. Each replacement award will generally be subject to time-based vesting and continued employment, will be equal in value to the number of ordinary shares underlying each outstanding award that lapsed on the Court Hearing date due to the application of time pro-rating (but after any reduction based on assessment of performance and any other required adjustment) multiplied by the Cash Consideration per share, and will generally vest or be payable on the vesting date or release date of the participant’s outstanding award replaced by such replacement award. For Tate & Lyle to incentivize and retain key employees to ensure successful completion of the pending acquisition and to protect the business to be acquired, we have agreed that Tate & Lyle may implement cash employee retention awards of an aggregate value of up to £18 million for approximately 100 Tate & Lyle group employees identified as being critical to the business (other than the Chief Executive Officer and the Chief Financial Officer). Of such retention awards, which would be conditioned on continued employment by the relevant employee, 50 percent generally would be payable as soon as reasonably practicable after the Scheme effective date and the balance would be payable as soon as reasonably practicable following a date falling three to 12 months (depending on the employee’s role) after the Scheme effective date. In addition, the Chief Executive Officer and the Chief Financial Officer will be entitled to receive cash retention awards, which would be within the £18 million aggregate value for all retention awards, equal to 150 percent and 125 percent, respectively, of their annual base salaries, which would be payable as soon as reasonably practicable following the date falling three months after the Scheme effective date, subject, among specified conditions, to completion of the pending acquisition and to requirements relating to continued employment. Conditions to Completion The completion of the pending acquisition is subject to approval of the Scheme by shareholders of Tate & Lyle and other customary conditions. At meetings held on July 28, 2026, the Tate & Lyle shareholders approved the Scheme and passed the resolution required to approve, implement and effect the Scheme and the pending acquisition in accordance with the UK Companies Act. 25 The remaining conditions to completion of the pending acquisition include, among others and in addition to approval of the Scheme by the Court, (i) the Scheme becoming unconditional and effective, subject to the provisions of the UK City Code on Takeovers and Mergers, no later than December 8, 2027, or such later date as we or Tate & Lyle may notify to the other, such date to be no later than June 8, 2028, or as we and Tate & Lyle may agree with the consent or at the direction of the UK Panel on Takeovers and Mergers (the “Panel”) and as the Court may allow, as required, (ii) the satisfaction or, where permitted, waiver of conditions relating to clearance of the pending acquisition under the competition and antitrust laws of the United States, the United Kingdom, the European Union, China and other specified countries (the “Material Antitrust Conditions”), (iii) the absence of specified events or circumstances, including any threatened or pending legal proceeding, investigation or similar action, enactment of any law or issuance of any regulation or order, or taking of other action by a government, governmental body or other person that could or might reasonably be expected to materially delay or otherwise adversely affect completion of the pending acquisition or realization of the expected benefits thereof, (iv) the accuracy of information disclosed to us in our due diligence review, subject to standards of materiality, and (v) subject to specified exceptions, the absence since March 31, 2026 of any event or circumstance that could reasonably be expected to materially and adversely affect the Tate & Lyle group as a whole. Under a co-operation agreement between us and Tate & Lyle entered into on June 8, 2026 (the “Co-operation Agreement”), we have agreed to take all necessary steps to ensure satisfaction of the Material Antitrust Conditions and other specified regulatory conditions to completion of the pending acquisition, and Tate & Lyle has given undertakings to cooperate reasonably and on a timely basis with us for the purposes of obtaining any regulatory authorizations necessary to implement the pending acquisition. No contractual termination fee will be payable by either company to the other company upon any termination of the pending acquisition transaction prior to its completion. Takeover Offer Election Although it is intended that the pending acquisition will be implemented by a Scheme, we have reserved the right, subject to the prior consent of the Panel, if required, and, so long as the Co-operation Agreement is continuing, subject to the terms of the Co-operation Agreement, to elect to implement the pending acquisition by way of a takeover offer, as that term is defined in the UK Companies Act. For a discussion of certain risks associated with the pending acquisition see Part II. Item 1A. Risk Factors. Results of Operations 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 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. Net income attributable to Ingredion for year-to-date 2026 decreased to $256 million from $393 million for year-to-date 2025. The decrease in net income was driven by acquisition-related costs and losses of $53 million associated with our pending acquisition of Tate & Lyle, including $47 million of acquisition-related foreign exchange hedging losses recorded in Financing costs, partially offset by a $44 million net gain for the second quarter of 2026 sale of the majority ownership of the Pakistan business. Operating income decreased 29 percent to $391 million for year-to-date 2026 from $547 million for year-to-date 2025, which included lower gross profit due to higher manufacturing costs and costs associated with the thermal even at our Argo facility, and increased restructuring/impairment expenses primarily due to the closure of our Cabo, Brazil facility. Net sales remained flat at $3,642 million for year-to-date 2026 from $3,646 million for year-to-date 2025. Second Quarter of 2026 With Comparatives to Second Quarter of 2025 Net sales. Net sales increased 1 percent to $1,850 million for the second quarter of 2026 compared to $1,833 million for the second quarter of 2025. The increase was primarily driven by favorable foreign exchange impacts and volumes, partially offset by less favorable price mix. 26 Cost of sales. Cost of sales increased 5 percent to $1,424 million for the second quarter of 2026 compared to $1,356 million for the second quarter of 2025. The increase was due primarily to increased manufacturing costs and costs associated with the thermal event at our Argo facility. As a result, gross profit margin decreased to 23 percent for the second quarter of 2026 from 26 percent for the second quarter of 2025. Operating expenses. Operating expenses decreased to $207 million for the second quarter of 2026 compared to $208 million for the second quarter of 2025. Operating expenses as a percentage of net sales was 11 percent for both the second quarter of 2026 and 2025. Other operating (income), net. Other operating (income), net was $14 million for the second quarter of 2026 compared to $5 million for the second quarter of 2025. The increase was primarily driven by income from equity investments. Restructuring and impairment charges. Restructuring and impairment charges were $45 million for the second quarter of 2026 compared to $3 million for the second quarter of 2025. The increase was primarily due to impairment and restructuring costs associated with the closure of the Cabo, Brazil facility. Financing costs. Financing costs were $55 million for the second quarter of 2026 compared to $12 million from the second quarter of 2025. The increase was primarily due to $47 million of acquisition-related foreign exchange hedging losses for the pending acquisition of Tate & Lyle. Net (gain) on sale of business. Net (gain) on sale of business was $44 million for the second quarter of 2026 due to the sale of our majority ownership of the Pakistan business. There was no such gain in the second quarter of 2025. Other non-operating expense, net. Other non-operating expense, net was $2 million for the second quarter of 2026 due to an impairment on an equity investment. There was no such impairment in the second quarter of 2025. Provision for income taxes. Our effective income tax rate for the second quarter of 2026 was 33.7 percent compared to 23.6 percent for the second quarter of 2025. The increase in the effective tax rate was primarily attributable to the gain on the sale of our majority ownership of the Pakistan business and the change in the value of the Mexican peso relative to the U.S. dollar. These impacts were partially offset by the utilization of previously unbenefited capital losses. Net income attributable to Ingredion. Net income attributable to Ingredion for the second quarter of 2026 decreased to $114 million from $196 million for the second quarter of 2025. The decrease was primarily due to the decrease in gross profit, higher restructuring/impairment charges, and foreign exchange losses, described above, in the second quarter of 2026, partially offset by the gain from the sale of the majority ownership of the Pakistan business. Segment Results Texture & Healthful Solutions Net sales. T&HS net sales increased to $627 million for the second quarter of 2026 from $599 million for the second quarter of 2025. The increase was primarily due to higher volumes, partially offset by lower price mix. Segment operating income. T&HS operating income increased 5 percent to $117 million for the second quarter of 2026 compared to $111 million for the second quarter of 2025. The increase was primarily due to volume growth, partially offset by unfavorable price mix and higher tapioca costs. Food & Industrial Ingredients–LATAM Net sales. F&II–LATAM net sales increased 3 percent to $611 million for the second quarter of 2026 from $596 million for the second quarter of 2025. The increase was primarily due to favorable foreign exchange impacts, partially offset by lower volumes and lower price mix. Segment operating income. F&II–LATAM operating income decreased 7 percent to $118 million for the second quarter of 2026 compared to $127 million for the second quarter of 2025. The decrease was driven primarily by Mexico’s transactional currency impacts and a more challenging demand environment. 27 Food & Industrial Ingredients–U.S./Canada Net sales. F&II–U.S./Canada net sales decreased 7 percent to $488 million for the second quarter of 2026 from $523 million for the second quarter of 2025. The decrease was primarily due to lower volumes from production challenges at our Argo facility as well as softer volumes and price mix. Segment operating income. F&II–U.S./Canada operating income decreased 33 percent to $58 million for the second quarter of 2026 from $86 million for the second quarter of 2025. The decrease resulted primarily from production challenges at our Argo facility as well as softer volumes and price mix. All Other Net sales. All Other net sales increased 8 percent to $124 million for the second quarter of 2026 from $115 million for the second quarter of 2025. The increase was primarily due to higher sales from our protein fortification business. Operating income (loss). All Other operating income (loss) was $6 million for the second quarter of 2026 and $(1) million for the second quarter of 2025, reflecting improved performance in the protein fortification business. Year-to-Date 2026 With Comparatives to Year-to-Date 2025 Net sales. Net sales decreased slightly to $3,642 million for year-to-date 2026 compared to $3,646 million for year-to-date 2025, primarily due to lower price mix and volumes, offset by favorable foreign exchange impacts. Cost of sales. Cost of sales increased 4 percent to $2,815 million for year-to-date 2026 compared to $2,703 million for year-to-date 2025. The increase was primarily due to higher manufacturing costs and costs associated with the thermal event at our Argo facility, which contributed to a decrease in gross profit margin to 23 percent for year-to-date 2026 compared to 26 percent for year-to-date 2025. Operating expenses. Operating expenses increased 1 percent to $407 million for year-to-date 2026 compared to $401 million for year-to-date 2025. Operating expenses as a percentage of net sales were 11 percent for both year-to-date 2026 and 2025. Other operating (income), net. Other operating (income), net was $27 million for year-to-date 2026 compared to $15 million for year-to-date 2025, primarily due to higher income from our equity investments. Restructuring and impairment charges. Restructuring and impairment charges were $56 million for year-to-date 2026 primarily related to impairment and restructuring costs associated with the closure of the Cabo, Brazil facility. Restructuring and impairment charges were $10 million for year-to-date 2025 and were primarily attributable to impairment charges for certain equity investments and decommissioning costs for previously announced plant closures. Financing costs. Financing costs increased 205 percent to $64 million for year-to-date 2026 compared to $21 million for year-to-date 2025. The increase was primarily due to acquisition-related foreign exchange hedging losses of $47 million for the pending acquisition of Tate & Lyle. Net (gain) on sale of business. Net (gain) on sale of business was $44 million for the year-to-date 2026 due to the sale of the majority ownership of the Pakistan business. There was no such gain in year-to-date 2025. Provision for income taxes. Our effective income tax rate for year-to-date 2026 increased to 29.5 percent from 24.5 percent for year-to-date 2025. The increase in the effective tax rate was primarily driven by the gain on the sale of our majority ownership of the Pakistan business. This impact was partially offset by the utilization of previously unbenefited capital losses. Net income attributable to Ingredion. Net income attributable to Ingredion for year-to-date 2026 decreased to $256 million from $393 million for year-to-date 2025. The decrease was primarily due to the decrease in gross profit, higher restructuring/impairment charges, and the foreign exchange hedging losses, described above, recorded in the second quarter of 2026, partially offset by the gain from the sale of the majority ownership of the Pakistan business. 28 Segment Results Texture & Healthful Solutions Net sales. T&HS net sales increased 4 percent to $1,244 million for year-to-date 2026 from $1,201 million for year-to-date 2025. The increase was primarily due to higher volumes and favorable foreign exchange impacts, partially offset by unfavorable price mix. Segment operating income. T&HS operating income increased 3 percent to $217 million for year-to-date 2026 from $210 million for year-to-date 2025. The increase was primarily due to lower raw material and manufacturing costs, partially offset by unfavorable price mix. Food & Industrial Ingredients–LATAM Net sales. F&II–LATAM net sales increased 2 percent to $1,190 million for year-to-date 2026 from $1,169 million for year-to-date 2025. The increase was primarily due favorable foreign exchange impacts, offset by lower price mix from lower raw material input costs and lower volumes. Segment operating income. F&II–LATAM operating income decreased 8 percent to $233 million for year-to-date 2026 from $254 million for year-to-date 2025. The decrease was primarily due to higher manufacturing costs. Food & Industrial Ingredients–U.S./Canada Net sales. F&II–U.S./Canada net sales decreased 8 percent to $963 million for year-to-date 2026 from $1,043 million for year-to-date 2025. The decrease was primarily due to lower volumes from production challenges at our Argo facility and unfavorable price mix. Segment operating income. F&II–U.S./Canada operating income decreased 48 percent to $92 million for year-to-date 2026 from $178 million for year-to-date 2025. The decrease resulted primarily from production challenges at our Argo facility and softer volumes and price mix. All Other Net sales. All Other net sales increased 5 percent to $245 million for year-to-date 2026 from $233 million for year-to-date 2025. The increase was due to higher sales from our protein fortification business. Operating income (loss). All Other operating income (loss) increased to $9 million for year-to-date 2026 from $(1) million for year-to-date 2025. The increase was primarily due to improved performance in the protein fortification business. Liquidity and Cash As of June 30, 2026, excluding borrowings under two credit facilities described below available solely for the pending acquisition of Tate & Lyle, we had total available liquidity of $3.9 billion. Domestic liquidity of $1.6 billion consisted of $574 million in cash and cash equivalents and $1.0 billion available through our commercial paper program. The commercial paper program is backed by $1.0 billion of borrowing availability under a five-year revolving credit agreement. As of June 30, 2026, we had international liquidity of $2.3 billion, consisting of $374 million of cash and cash equivalents and $4 million of short-term investments held by our operations outside the U.S., as well as $1.9 billion of unused operating lines of credit in foreign countries where we operate. As the parent company, we guarantee certain obligations of our consolidated subsidiaries, which totaled $38 million as of June 30, 2026. We believe that our consolidated subsidiaries will be able to meet their financial obligations as they become due. As of June 30, 2026, we had total debt outstanding of $1.8 billion. Our outstanding debt consists primarily of senior notes under which repayment at maturity will occur in various years commencing in 2026 through 2050. We classify senior notes due in 2026 as long-term as we have the intent and ability to refinance the principal amount on a long-term basis. The weighted average interest rate on our total indebtedness was 4.0 percent for the second quarter of 2026 and 3.9 percent for the second quarter of 2025. 29 Liquidity for the Pending Acquisition of Tate & Lyle We expect to fund the cash consideration for Tate & Lyle of £2.7 billion, or approximately $3.5 billion based on the U.S. dollar exchange rate on June 30, 2026, in addition to the cost of refinancing, repayment and discharge of certain outstanding indebtedness of Tate & Lyle and its subsidiaries, payment of fees and other costs and expenses of the pending acquisition, costs for the credit facilities referred to below, and costs for related transactions, by a combination of our existing cash resources, borrowings under our revolving credit facility and the two new credit facilities described below, and the net cash proceeds of debt securities we intend to sell and issue. There is no financing condition to completion of the pending acquisition. On June 8, 2026, we entered into a 364-day bridge loan agreement (the “Bridge Loan Agreement”), under which lenders committed to provide us with a 364-day senior unsecured bridge term loan credit facility in the amount of $4,225 million (the “Bridge Facility”), subsequently reduced to $2,750 million by the term loan facility we entered into on June 24, 2026, described below, to support financing the pending acquisition of Tate & Lyle. The proceeds of borrowings under the Bridge Facility will be available to fund payment of the cash consideration for the pending acquisition, refinancing, repayment and discharge of certain outstanding indebtedness of Tate & Lyle and its subsidiaries, and payment of fees and other costs and expenses of the pending acquisition. The commitments under the Bridge Loan Agreement will automatically terminate on February 2, 2028, subject to extension in specified circumstances no later than August 3, 2028. If borrowings are made under the Bridge Facility, loans will mature 364 days after the funding date. Loans under the Bridge Facility will accrue interest at an annual rate equal, at our option, to (i) a specified base rate plus an applicable margin ranging from 0.125 percent to 0.375 percent, (ii) a specified term secured overnight financing rate (“SOFR”) plus an applicable margin ranging from 1.125 percent to 1.375 percent, or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.125 percent to 1.375 percent. For every 90 days that any loan under the Bridge Facility remains outstanding, the applicable interest rate margin will increase by 0.25 percent every year. If any amounts under the Bridge Facility are funded, a funding fee of up to 0.50 percent will be payable on the funded principal amounts. We are subject to compliance, as of the end of each quarter, with a maximum leverage ratio, calculated as the ratio of net borrowed debt to consolidated EBITDA, of 3.5 to 1.0 (subject to an increase to a ratio of 4.0 to 1.0 for four consecutive quarters following a material acquisition), and a minimum interest coverage ratio, calculated as the ratio of consolidated EBITDA to consolidated net interest expense, of 3.5 to 1.0, with each financial covenant calculated for the most recently completed four-quarter period. The Bridge Loan Agreement contains customary representations, covenants and events of default that are substantially similar to those under our revolving credit facility agreement. As of June 30, 2026, no borrowings were outstanding under the Bridge Facility. On June 24, 2026, we entered into a delayed draw term loan agreement (the “DDTL Agreement”), under which lenders committed to provide us with a senior unsecured delayed draw term loan facility with an initial borrowing availability of $1,475 million (the “DDTL Facility”), which replaced $1,475 million of the Bridge Facility described above. The proceeds of borrowings under the DDTL Facility will be available for application to the same uses related to the pending acquisition as proceeds of borrowings under the Bridge Facility. The commitments under the DDTL Agreement will automatically terminate on February 2, 2028, subject to extension in specified circumstances to no later than August 3, 2028. If borrowings are made under the DDTL Facility, up to $500 million of loans will mature three years following the funding date and up to $975 million of loans will mature five years following the funding date. Loans under the DDTL Facility will be paid in quarterly payments in an annual amount equal to 5.0 percent of the outstanding principal amount. Loans under the DDTL Facility will accrue interest at an annual rate equal, at our option, to (i) a specified base rate plus an applicable margin ranging from 0.0 percent to 0.625 percent, (ii) a specified term SOFR plus an applicable margin ranging from 1.000 percent to 1.625 percent, or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.000 percent to 1.625 percent. The DDTL Agreement will require compliance with the same financial covenants as the Bridge Loan Agreement, as described above. The DDTL Agreement contains customary representations, covenants and events of default that are substantially similar to those under our revolving credit facility agreement. As of June 30, 2026, no borrowings were outstanding under the DDTL Facility. To the extent that any borrowings are made under the Bridge Loan Agreement or the DDTL Agreement, such amounts in U.S. dollars or a portion of such amounts will be converted into British pounds sterling, which is the currency in which payment of the cash consideration and certain other obligations noted above is required to be made, pursuant to hedging transactions entered into by us, which we are required to maintain through completion of the pending acquisition. On June 5, 2026, we entered into a foreign exchange arrangement using derivative instruments to hedge our exposure to £2.8 billion British pounds sterling, as described in Part I. Item 3. Quantitative and Qualitative Disclosures About Market Risk. 30 Cash Requirements The principal source of our liquidity is our internally generated cash flow, which we supplement as necessary with our ability to borrow under our credit facilities and commercial paper program and to raise funds in the capital markets. We currently expect that our available cash balances, future cash flow from operations, access to debt markets and borrowing capacity under our revolving credit facility (and, for the pending acquisition of Tate & Lyle, our Bridge Facility and DDTL Facility) and commercial paper program will provide us with sufficient liquidity to fund our anticipated capital expenditures, dividends and other operating, investing and financing activities for at least the next twelve months and for the foreseeable future thereafter. Our future cash flow needs will depend on many factors, including our rate of revenue growth, cost of raw materials, changing working capital requirements, the timing and extent of our expansion into new markets, the timing of introductions of new products, potential additional acquisitions of complementary businesses and technologies, continuing market acceptance of our new products and general economic and market conditions. We may need to raise additional capital or incur indebtedness to fund our needs for less predictable strategic initiatives, such as acquisitions. Net Cash Flows Our cash provided by operating activities was $123 million for year-to-date 2026 compared to cash provided by operating activities of $262 million for year-to-date 2025. The decrease was primarily attributable to a decrease in net income of $137 million and the $44 million gain recognized as a result of the sale of the majority ownership of the Pakistan business. The effect of the sale was partially offset by impairment charges of $33 million primarily related to the closure of our facility in Cabo, Brazil in year-to-date 2026 compared to $6 million of impairment charges in year-to-date 2025. In addition, we incurred net foreign exchange losses of $47 million primarily related to acquisition-related foreign exchange hedging losses for the pending acquisition of Tate & Lyle in year-to-date 2026 compared to $4 million for foreign exchange losses in year-to-date 2025. The change in working capital was flat at $250 million for year-to-date 2026 and 2025, which was primarily attributable to accounts receivable and prepaid expenses that used $224 million of cash, and margin used $19 million. Other used $78 million of cash. We used $102 million of cash for investing activities during the year-to-date 2026 compared to cash used for investing activities of $203 million during year-to-date 2025. The decrease was primarily attributable to the proceeds from sales of businesses, net of $139 million primarily related to the sale of our majority ownership of the Pakistan business in year-to-date 2026 compared to $12 million in year-to-date 2025 which was related to the sale of our Korea business. We used $210 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities during year-to-date 2026 compared to $193 million of cash we applied during year-to-date 2025 for the same purposes. Capital investment commitments for the remainder of 2026 are anticipated to be between $450 million and $490 million. We used $101 million of cash for financing activities during year-to-date 2026 compared to cash used for financing activities of $216 million during year-to-date 2025. The difference primarily reflected proceeds from net borrowings of $35 million during year-to-date 2026 compared to $46 million of net repayments of borrowings during year-to-date 2025. In addition, during year-to-date 2026, we repurchased 120 thousand outstanding shares of common stock in open market transactions at a net cost of $14 million, compared to 409 thousand outstanding shares of common stock at a net cost of $55 million in year-to-date 2025. We declare and pay cash dividends to our common stockholders of record on a quarterly basis. Dividends paid, including those to non-controlling interests, were $105 million during year-to-date 2026 and $106 million during year-to-date 2025. This amount reflected an increase in our quarterly dividend rate to $0.82 per share in 2026 from $0.80 per share in 2025, offset by a decrease in the number of our outstanding common shares. Critical Accounting Policies and Estimates Our critical accounting policies and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to our critical accounting policies and estimates during year-to-date 2026. New Accounting Pronouncements Information relating to new accounting pronouncements is incorporated herein by reference to Note 1 to the Condensed Consolidated Financial Statements included in this report. 31 Forward-Looking Statements This Form 10-Q contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Ingredion intends these forward-looking statements to be covered by the safe harbor provisions for such statements. Forward-looking statements include, among others, any statements regarding our prospects, future operations, or future financial condition, earnings, net sales, tax rates, capital expenditures, cash flows, expenses or other financial items, including management’s plans or strategies and objectives for any of the foregoing and any assumptions, expectations or beliefs underlying any of the foregoing. In addition, such statements include statements regarding our expectations with respect to completion and benefits of the pending acquisition of Tate & Lyle, including statements regarding plans, objectives, intentions and expectations with respect to the future operations and financial performance of the combined group. These statements can sometimes be identified by the use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “assume,” “believe,” “plan,” “project,” “estimate,” “expect,” “intend,” “continue,” “pro forma,” “forecast,” “outlook,” “opportunities,” “potential,” or other similar expressions or the negative thereof. All statements other than statements of historical facts therein are “forward-looking statements.” These statements are based on current circumstances or expectations, but are subject to certain inherent risks and uncertainties, many of which are difficult to predict and beyond our control. Although we believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, investors are cautioned that no assurance can be given that our expectations will prove correct. The following factors relating to the pending acquisition, among others, could cause actual results to differ materially from those expressed in or implied by our forward-looking statements: failure of the pending acquisition to be completed when expected or at all because of the inability to satisfy material antitrust or other conditions or for other reasons; the risk that the expected benefits of the pending acquisition may not be fully realized or may take longer to realize than anticipated, including as a result of the risks and uncertainties discussed below; failure to integrate effectively the businesses of Ingredion and Tate & Lyle or to manage effectively the expanded operations of the combined group; and the incurrence of substantial expenses and indebtedness by Ingredion and the combined group to complete the pending acquisition and to operate the enterprise after completion. Actual results and developments may differ materially from the expectations expressed in or implied by our forward-looking statements, based on various risks and uncertainties, including changes in consumer practices, preferences, price sensitivity, behaviors, demand and perceptions; the impact of geopolitical developments, tensions, threats or conflicts on the availability and prices of raw materials and energy supplies; supply chains and foreign exchange and interest rates; the impact of global business and economic conditions on demand for our products or our access to global credit and equity markets; our reliance on certain industries for a significant portion of our sales; operating difficulties at our manufacturing facilities and liabilities relating to product safety and quality; our ability to keep pace with technological developments in research and development and continue to offer innovative products; competitive pressures that may adversely affect our market share, revenue and profitability; market volatility that may adversely affect our ability to pass through potential increases in the cost of corn and other raw materials to customers, to purchase quantities of corn and other raw materials at prices sufficient to sustain or increase our profitability, or to supply product quantities and meet shipment delivery requirements that our customers demand; the impact on inputs to our procurement, production processes and delivery channels, such as raw material, energy, and freight and logistics, of price fluctuations, supply chain interruptions, tariffs, duties, and shortages; our ability to contain costs, manage working capital, and achieve budgets, including completion of planned maintenance and investment projects on time and on budget; global climate change and legal, regulatory, or market measures to address climate change; our ability to identify and complete acquisitions, divestitures, or strategic alliances on favorable terms or achieve anticipated synergies; the economic, political and other risks inherent in conducting operations in foreign countries and with foreign currencies; our ability to maintain satisfactory labor relations; our ability to attract, develop, retain, motivate and maintain good relationships with our workforce, including key personnel; the impact of legal and regulatory proceedings; the risks associated with pandemics; the impact of any impairment charges on intangible assets and goodwill; global and regional economic policies and changes to existing laws and regulations; changes in our tax rates or exposure to additional income tax liabilities; increases in interest rates that could increase our borrowing costs; risks affecting our ability to raise funds at reasonable rates and other factors affecting our access to sufficient funds for future growth and expansion; risks relating to the use of artificial intelligence and other advanced technologies, and our reliance on third‑party technology providers; interruptions, security incidents, or failures with respect 32 to information technology systems, processes, and sites; risks affecting the continuation of our dividend policy; and our ability to maintain effective internal control over financial reporting. Our forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement as a result of new information or future events or developments or otherwise. If we do update or correct one or more of these statements, investors and others should not conclude that we will make additional updates or corrections. For a further description of these and other risks, see “Risk Factors” and other information included in our Annual Report on Form 10-K for the year ended December 31, 2025, in this Form 10-Q, and in our subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.