Ingredion Enters New Agreement, Terminates Old One

TL;DR

Ingredion just signed a new deal and ditched an old one, creating new financial obligations.

AI Summary

On August 27, 2025, Ingredion Incorporated entered into a material definitive agreement and simultaneously terminated a prior material definitive agreement. This action also created a direct financial obligation for the registrant. The filing details these significant financial and contractual changes.

Why It Matters

This filing indicates a significant shift in Ingredion's contractual and financial obligations, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The entry into a new material definitive agreement and termination of another, along with the creation of new financial obligations, introduces potential risks related to contract terms, financial commitments, and operational changes.

Key Players & Entities

• Ingredion Incorporated (company) — Registrant
• August 27, 2025 (date) — Date of earliest event reported
• 22-3514823 (company) — I.R.S. Employer Identification No.
• 5 Westbrook Corporate Center (location) — Business Address

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share INGR New York Stock Exchange
• $1.0 billion — ity in an aggregate principal amount of $1.0 billion outstanding at any time (the "Revolving
• $25 million — lving Credit Facility"), of which up to $25 million is available as swingline loans and up
• $50 million — available as swingline loans and up to $50 million as letters of credit. Loans under the R
• $750 million — an aggregate principal amount of up to $750 million. Subject to specified conditions, up to
• $500 million — Subject to specified conditions, up to $500 million of loans under the Revolving Credit Fac

Filing Documents

• ingr-20250827.htm (8-K) — 40KB
• exhibit101-ingredionx2025c.htm (EX-10.1) — 1013KB
• 0001046257-25-000070.txt ( ) — 1341KB
• ingr-20250827.xsd (EX-101.SCH) — 2KB
• ingr-20250827_lab.xml (EX-101.LAB) — 21KB
• ingr-20250827_pre.xml (EX-101.PRE) — 12KB
• ingr-20250827_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 27, 2025, Ingredion Incorporated (the "Company") entered into a Revolving Credit Agreement, dated as of August 27, 2025 (the "Credit Agreement"), with the lenders parties thereto and JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as administrative agent. The Credit Agreement replaces the Previous Credit Agreement described in Item 1.02 below, which was terminated. The Credit Agreement provides for a five-year unsecured revolving credit facility in an aggregate principal amount of $1.0 billion outstanding at any time (the "Revolving Credit Facility"), of which up to $25 million is available as swingline loans and up to $50 million as letters of credit. Loans under the Revolving Credit Facility may be advanced in U.S. dollars. The Credit Agreement provides that the Company has the right at any time, subject to customary conditions, to request incremental revolving commitments on one or more new term loan facilities in an aggregate principal amount of up to $750 million. Subject to specified conditions, up to $500 million of loans under the Revolving Credit Facility may be extended to subsidiaries of the Company that become borrowers under the Credit Agreement. As of the effective date of the Credit Agreement, no loans under the Revolving Credit Facility have been drawn by the Company. Loans under the Revolving Credit Facility accrue interest at a per annum rate equal, at the Company's option, to either a term rate based upon the secured overnight financing rate ("SOFR") plus an applicable margin or a base rate (generally determined according to the highest of the prime rate, the federal funds rate plus 0.50% or the 1-month SOFR rate plus 1.00%) plus an applicable margin. In each case, the applicable margin is determined based on either the Company's senior unsecured long-term debt ratings or a ratio of the Company's net borrowed indebtedness to consolidated EBITDA (each as defined and computed in accord

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The Credit Agreement replaces in its entirety the Revolving Credit Agreement (as amended, the "Previous Credit Agreement"), dated as of June 30, 2021, among the Company, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended, supplemented or modified prior to the date hereof. The Previous Credit Agreement, including all commitments thereunder, were terminated on August 27, 2025 in connection with the execution of the Credit Agreement. The revolving credit facility under the Previous Credit Agreement would have matured on June 30, 2026. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Revolving Credit Agreement, dated as of August 27, 2025, by and among Ingredion Incorporated, as Borrower, the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as Administrative Agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 28, 2025 Ingredion Incorporated By: /s/ Tanya M. Jaeger de Foras Tanya M. Jaeger de Foras Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer