INGR

• On August 19, 2026, Ingredion's Board elected Diego Reynoso as Executive Vice President and Chief Financial Officer, effective October 1, 2026.
• Reynoso joins from The Boston Beer Company, where he was CFO from September 2023 to September 2026, with over 25 years of finance experience.
• His compensation includes a $725,000 base salary, 90% target annual cash incentive, a $770,000 sign-on cash award, and sign-on equity grants valued at $1.3 million and $700,000.
• He will participate in the company's Executive Severance Plan and Executive Change in Control Severance Plan, and will enter a standard indemnification agreement.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Reported diluted EPS was $1.78, down from $2.99 in Q2 2025; adjusted diluted EPS was $2.82, down from $2.87.
• Net sales for Q2 2026 were $1,850 million, up 1% from $1,833 million in Q2 2025.
• Full-year 2026 guidance reaffirmed: reported EPS $9.15-$9.75, adjusted EPS $10.30-$10.90.
• Tate & Lyle shareholders accepted Ingredion's 595 pence all-cash offer on July 28, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On July 28, 2026, Tate & Lyle PLC shareholders voted to approve the scheme of arrangement and related resolutions for Ingredion's all-cash acquisition.
• Completion is expected in the second half of 2027, subject to remaining conditions including antitrust approvals and court sanction.
• The approval satisfies a condition to completion of the acquisition.
• The report was furnished under Item 7.01 Regulation FD Disclosure and is not deemed filed for SEC purposes.

7.01 Regulation FD Disclosure

• The acquisition will be implemented via a court-sanctioned scheme of arrangement under the UK Companies Act 2006.
• Tate & Lyle shareholders will vote on the Scheme at a Court Meeting and a General Meeting scheduled for July 28, 2026.
• The Scheme Document contains full terms and conditions of the acquisition and important information for shareholders.
• The report was furnished under Item 7.01 Regulation FD Disclosure and is not deemed filed for SEC purposes.

7.01 Regulation FD Disclosure

• Ingredion received approximately $165 million in cash (U.S. dollars) as aggregate consideration.
• Rafhan Maize generated approximately $250 million in net sales in 2025 and is not in a reportable segment.
• The Purchaser acquired about 78% of Rafhan Maize's outstanding shares, including Ingredion's 51% stake; Ingredion retains an approximately 20% minority interest.
• Ingredion and the Purchaser entered a shareholders agreement with a put option exercisable from the fifth year after closing, plus manufacturing/supply and distribution agreements.

8.01 Other Events

• Proceeds will fund the cash consideration for Ingredion's offer to purchase all share capital of Tate & Lyle PLC, refinance certain Tate & Lyle indebtedness, and pay related fees and expenses.
• The loan commitments automatically terminate on February 2, 2028, extendable to August 3, 2028, and lenders are restricted from actions that would prevent funding for the acquisition until that date or specified draw-stop events.
• Tranche A-1 loans mature three years after funding; Tranche B-1 loans mature five years after funding; both amortize quarterly at 5% per annum of outstanding principal, with prepayment allowed without premium or penalty.
• The facility includes financial covenants: a maximum leverage ratio of 3.5 to 1.0 (increasing to 4.0 to 1.0 for four quarters after a material acquisition) and a minimum interest coverage ratio of 3.5 to 1.0.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• On June 7, 2026, Ingredion's Board elected Kenneth Escoe as a director, with his term starting July 1, 2026.
• Escoe, 51, is Executive Vice President of Specialty Products at Illinois Tool Works Inc., a role he has held since 2020.
• He will receive the standard non-management director compensation: annual cash and equity retainers in restricted stock units under the company's stock incentive plan.
• Ingredion will enter into its standard form of director indemnification agreement with Escoe.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The acquisition will be implemented via a court-sanctioned scheme of arrangement under the UK Companies Act, with completion expected in the second half of 2027.
• Tate & Lyle shareholders may also receive permitted dividends up to 13.2 pence final and 6.8 pence interim.
• Ingredion secured a $4.225 billion 364-day bridge loan facility from JPMorgan to fund the cash consideration and related costs.
• Huber Equity Corporation, owning ~16.8% of Tate & Lyle shares, and Tate & Lyle directors (~0.3%) have given irrevocable undertakings to support the deal.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits