INGR

See the discussion set forth in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of the manner in which we address risks with respect to raw material and energy costs, interest rates, and foreign currencies. Other than the arrangement below, there have been no material changes in the information provided with respect to those risks during the second quarter of 2026. In connection with our pending acquisition of Tate & Lyle, we entered into financial derivative instruments to mitigate exposure to British pound sterling for the cash consideration related to the pending acquisition, which we expect to complete in the second half of 2027. On June 5, 2026, we entered into two option contracts to purchase or sell £2,793 million British pound sterling on or before February 8, 2028. We do not designate these derivative instruments as cash flow hedging instruments for accounting purposes; therefore, net changes to the derivative instruments’ fair value are included in Financing costs in our Condensed Consolidated Statements of Income. Based on our British pound sterling exposure at June 30, 2026, we estimate that a 10 percent decline in the value of the U.S. dollar against the British pound sterling would result in a foreign exchange gain for the derivative instruments of approximately $265 million in Financing costs, excluding the $47 million year-to-date loss recorded in Financing costs through June 30, 2026 in our Condensed Consolidated Statements of Income.

As of the date of this report, there have been no material developments in the environmental proceedings related to our Bedford Park, Illinois manufacturing facility discussed in Part I, Item 3. Legal Proceedings in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to the foregoing matter, we are currently subject to claims and suits arising in the ordinary course of business, including those relating to labor matters, certain environmental proceedings, and commercial claims. We also routinely receive inquiries from regulators and other government authorities relating to various aspects of our business, including with respect to compliance with laws and regulations relating to the environment, and at any given time, we have matters at various stages of resolution with the applicable governmental authorities. The outcomes of these matters are not within our complete control and may not be known for prolonged periods of time. We do not believe that the results of currently known legal proceedings and inquiries will be material to us. There can be no assurance, however, that such claims, suits, or investigations or those arising in the future, whether taken individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.

• Failure to close the acquisition could trigger a stock decline, lost synergies, litigation, and material losses on a £2,793 million foreign-exchange put contract.
• Uncertainty while the deal is pending may cause customers and partners to delay or renegotiate relationships, and non-hedge-accounted derivatives could produce material earnings swings.
• Substantial non-recurring costs for transaction, regulatory, financing, and hedging activities will be incurred even if the acquisition is abandoned.
• Post-close, managing a much larger combined business may prevent achieving run-rate net cost synergies and operating efficiencies, harming results.
• The combined group could carry up to $6.0 billion in debt (versus $1.8 billion currently), reducing financial flexibility and increasing borrowing costs, especially if bridge and delayed-draw loans are used.
• New credit agreements will impose maximum leverage and minimum interest coverage covenants; a covenant breach could trigger cross-defaults and accelerated repayment.