There have been no material changes to the risk factors discussed in the Form 10-K for the year ended December 31, 2025, other than the risk factors below, which relate to our pending acquisition of Tate & Lyle discussed in Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Risks Related to the Completion of the Pending Acquisition The pending acquisition of Tate & Lyle is subject to conditions, some or all of which may not be satisfied or may not be satisfied on a timely basis, which could have adverse effects on us. The completion of the pending acquisition is subject to a number of conditions, including conditions relating to clearance of the transaction under the competition and antitrust laws of the United States, the United Kingdom, the European Union, China and other countries. If the pending acquisition is not completed, we would forgo the expected benefits of combining the complementary ingredient portfolios, technical expertise and geographic supply networks of Ingredion and Tate & Lyle, and our ongoing business, financial condition, financial results and stock price could be materially adversely affected. If the acquisition is not completed, we would be subject to a number of risks, including the following: •the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the pending acquisition will be completed; •we could experience negative reactions from the financial markets or from our customers, business partners, suppliers or employees; •we could become involved in litigation related to any failure to complete the pending acquisition or related to any proceeding commenced against us to perform our obligations pursuant to the legal documents governing the pending acquisition; and •if the prevailing exchange rate for British pound sterling declines lower than the strike price of the put contract that we sold to mitigate the foreign currency exposure on the cash consideration payable for the pending acquisition, we could be obligated to settle the put contract of £2,793 million at an unfavorable exchange rate, which could result in material losses and cash payments. We are subject to business and financial uncertainties while the acquisition is pending, which could adversely affect our business and operations. While the acquisition is pending, some customers, partners, suppliers and other persons with which we have business relationships may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us, as a result of the pending acquisition or otherwise. In addition, we entered into derivative instruments to mitigate the foreign currency exposure on the cash consideration payable for the pending acquisition, but changes in the 34 fair value of these derivative instruments may result in material gains or losses recognized in earnings because we do not designate these derivative instruments as cash flow hedges for accounting purposes. Risks for these business and financial uncertainties may be exacerbated by delays or other adverse developments related to the completion of the pending acquisition. The pending acquisition involves substantial costs for us. We have incurred, and expect to continue to incur, a number of non-recurring costs associated with the pending acquisition, a substantial majority of which will consist of transaction and regulatory compliance costs and financing and hedging costs, even if the pending acquisition is not completed. Risks After Completion of the Pending Acquisition Our results after completion of the pending acquisition may be adversely affected if we do not effectively manage our expanded operations. Following completion of the pending acquisition, the size of our business will be significantly larger than the current size of either our or Tate & Lyle’s respective businesses. Our ability to successfully manage this expanded business will depend, in part, upon management’s ability to design and implement strategic initiatives that address not only the integration of two independent stand-alone companies, but also the increased scale and scope of the combined business with its associated increased costs and complexity. Failure to effectively manage the integration process or the expanded business could adversely affect the combined group’s ability to achieve the operating efficiencies, run-rate net cost synergies and other benefits currently anticipated from the pending acquisition. The pending acquisition may result in a loss of customers, distributors, suppliers, vendors, landlords and other business partners and may result in the termination of existing contracts. Following the pending acquisition, some of the customers, distributors, dealers, suppliers, vendors, landlords and other business partners of Tate & Lyle may terminate or scale back their current or prospective business relationships with us. Some customers may not wish to source a larger percentage of their needs from a single company. In addition, Tate & Lyle has contracts with customers, distributors, dealers, suppliers, vendors, landlords and other business partners that may require us to obtain consents from these other parties in connection with the pending acquisition, which may not be obtained on favorable terms or at all. In addition, to the extent there are overlapping customers, distributors, dealers, suppliers, vendors, landlords or other business partners, such parties may attempt to renegotiate existing contracts at the most favorable terms between such party’s existing agreements with Tate & Lyle or us, which could result in lower revenue or higher costs. If relationships with such parties are adversely affected by the pending acquisition, or if we, following the pending acquisition, lose the benefits of Tate & Lyle contracts, our business and financial performance could suffer. The combined group will have significantly more indebtedness than our indebtedness before the pending acquisition. To pay the cash consideration and expenses of the pending acquisition, we may incur up to approximately $4.2 billion in additional indebtedness and have outstanding consolidated indebtedness of up to approximately $6.0 billion immediately after completion of the pending acquisition, which would represent a substantial increase over our total outstanding indebtedness of $1.8 billion as of June 30, 2026. The increased indebtedness of the combined group in comparison to that of our indebtedness on a historical basis may have the effect of, among other impacts, reducing our flexibility to respond to changing business and economic conditions and, particularly if we draw on our bridge term loan facility and delayed draw term loan facility to fund a portion of the cash consideration and acquisition expenses, increasing our borrowing costs. Our ability to reduce such indebtedness will depend on the financial and operating performance of the combined group, which will be subject to the risks and uncertainties discussed in this section and elsewhere in this report. If we incur additional indebtedness following the pending acquisition, the risks related to the substantial indebtedness incurred by us in completing the pending acquisition may intensify. 35 Our ability to comply with financial covenants in our credit facility agreements will be subject to the risks affecting the combined group’s operations. We will incur significant new indebtedness in connection with the pending acquisition. The credit facility agreements governing such indebtedness will require us, as a combined group, to comply with financial covenants consisting of maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio. Our ability to comply with such covenants will depend on our financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which will be beyond our control. Our ability to comply with these covenants will also depend on our ability to successfully implement our overall business strategy and realize the expected benefits of the pending acquisition, including run-rate net cost synergies, innovation, and operating efficiencies. Failure to comply with the covenants could result in a default under the credit facility agreements and under other agreements containing cross-default provisions, which would permit lenders to accelerate the repayment of the indebtedness under these agreements and could require us to take actions that might significantly impair our ability to obtain other financing. The market price of our common stock after the pending acquisition may be affected by factors different from those affecting the market price of our common stock before the pending acquisition. As the business of Tate & Lyle differs from our business, the results of our operations as a combined group and the market price of our common stock following the pending acquisition may be affected by factors different in certain aspects from the factors affecting us as an independent stand-alone company before the pending acquisition. Following the pending acquisition, we will face additional risks and uncertainties to which we may currently not be exposed as an independent stand-alone company. The market price of our common stock may decline as a result of the pending acquisition. The market price of our common stock may decline as a result of the pending acquisition, and our shareholders could lose the value of their investment in our common stock if, among other factors, after completion of the pending acquisition, we are unable to achieve the expected growth in earnings, or if the anticipated benefits, including run-rate net cost synergies, innovation, and operating efficiencies, from the pending acquisition are not realized, if the transaction costs related to the pending acquisition are greater than expected, or if the pending acquisition is not completed within the expected time period. The market price of our common stock also may decline if we do not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the pending acquisition on the group’s financial position, results of operations or cash flows is not consistent with the expectations of such analysts.