Every material Form 8-K Ingredion has filed with the SEC since May 06, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Ingredion reported third quarter 2026 diluted EPS of $2.23, down from $2.61 a year earlier, and net sales of $1.79 billion, down 1%. Reported operating income fell 19% to $201 million. The company lowered its full-year 2026 outlook, citing a slower recovery at its Argo facility, higher input costs and softer demand, which points to lower earnings for shareholders.
Q3 2026 reported diluted EPS was $2.23 versus $2.61 in Q3 2025; adjusted diluted EPS was $2.28 versus $2.75.
Full-year 2026 reported diluted EPS guidance is now $8.04 to $8.49; adjusted diluted EPS guidance is now $9.25 to $9.70.
Food & Industrial Ingredients – U.S./CAN operating income is now expected to be down 35% to 40% for 2026, driven by operating costs at Argo.
Full-year 2026 cash from operations is now expected to be $650 million to $750 million.
Ingredion reported second quarter 2026 net sales of $1.85 billion, up 1% from a year earlier, while reported diluted EPS fell 40% to $1.78 and operating income fell 31% to $188 million. The company reaffirmed its amended full-year 2026 EPS guidance, which now reflects the sale of a majority stake in its Pakistan business, and said Tate & Lyle shareholders approved its all-cash offer on July 28, 2026.
Q2 2026 reported diluted EPS was $1.78 versus $2.99 in Q2 2025; adjusted EPS was $2.82 versus $2.87.
Full-year 2026 reported EPS guidance of $9.15 to $9.75 and adjusted EPS guidance of $10.30 to $10.90 were reaffirmed.
Full-year 2026 cash from operations is now expected at $700 million to $800 million.
Tate & Lyle shareholders approved Ingredion's 595 pence all-cash offer on July 28, 2026; the acquisition is pending.
Ingredion entered a $1.475 billion senior unsecured delayed draw term loan agreement with JPMorgan Chase Bank as administrative agent, dated June 24, 2026. The loans can fund the cash consideration for its offer to buy Tate & Lyle PLC, the repayment of certain Tate & Lyle debt, and acquisition fees and costs. The new debt adds to Ingredion's borrowing, and the loan is subject to covenants on leverage and interest coverage.
Facility totals $1,475,000,000: a $500,000,000 Tranche A-1 and a $975,000,000 Tranche B-1, maturing three and five years after funding, respectively.
Loans amortize quarterly at 5% per year of outstanding principal and can be prepaid without premium or penalty.
Covenants include a maximum leverage ratio of 3.5 to 1.0 and a minimum interest coverage ratio of 3.5 to 1.0.
Commitments terminate automatically on February 2, 2028, and the $2,750,000,000 tranche B commitment under the June 8, 2026 bridge facility remains outstanding.
Ingredion's Board elected Kenneth Escoe, Executive Vice President of Specialty Products at Illinois Tool Works, as a director on June 7, 2026, effective July 1, 2026. The Board determined he is independent under NYSE standards, and he will receive standard non-management director compensation.
Board elected Kenneth Escoe as a director on June 7, 2026; term begins July 1, 2026
Board determined Mr. Escoe is independent under New York Stock Exchange standards
Mr. Escoe, age 51, has been Executive Vice President of Specialty Products at Illinois Tool Works since 2020
He will receive annual cash and equity retainers under the Company's standard non-management director arrangements
On June 8, 2026, Ingredion agreed with Tate & Lyle's board on a recommended all-cash acquisition of Tate & Lyle at 595 pence per share, with cash consideration of about £2.7 billion (about $3.6 billion) and an implied enterprise value of about $5.0 billion. Ingredion plans to fund the deal with existing cash, new debt and, if needed, a 364-day bridge loan, and expects pro forma net leverage of about 3.0x net debt-to-adjusted EBITDA at completion. The deal is expected to close in the second half of 2027, subject to Tate & Lyle shareholder and court approval and antitrust conditions, and Ingredion expects it to be adjusted EPS accretive in the first year.
Tate & Lyle shareholders would receive 595 pence in cash per share, about a 59% premium to the May 13, 2026 closing price.
Cash consideration is about £2.7 billion (about $3.6 billion); implied enterprise value is about £3.7 billion ($5.0 billion).
Ingredion expects pro forma net leverage of about 3.0x at completion and about 2.5x within about 18 months.
Expected run-rate net cost synergies of about $130 million by the end of 2030, against one-time costs of about $175 million.
Ingredion said on May 1, 2026 it committed to stop operations at its Cabo, Brazil manufacturing facility as of June 30, 2026, and expects to sell the facility and its real property, though no sale contract exists yet. The company expects about $43 million in pre-tax charges, including about $36 million of non-cash impairments, which will weigh on reported results in the second quarter of 2026 and later periods.
Planned cessation of operations at Cabo, Brazil facility as of June 30, 2026
Expected pre-tax charges of about $43 million: about $36 million impairments and about $7 million cash costs for employee and termination expenses
Majority of charges expected in the second quarter of 2026, with remaining charges through the first quarter of 2027
No contract of sale for the facility had been entered into as of the report date
Ingredion reported first-quarter 2026 diluted EPS of $2.22, down from $3.00 a year earlier, and net sales of $1,792 million, down 1%. The company blamed slower recovery at its Argo facility in its U.S./Canada food and industrial business and updated its full-year 2026 reported and adjusted EPS ranges.
Q1 2026 reported diluted EPS was $2.22 versus $3.00 in Q1 2025; adjusted EPS was $2.34 versus $2.97.
Reported operating income fell 26% to $203 million; Food & Industrial Ingredients U.S./CAN operating income fell 63% to $34 million.
Full-year 2026 reported EPS is now expected at $9.60 to $10.30, and adjusted EPS at $10.45 to $11.15.
Second-quarter 2026 reported operating income is expected to be down high double-digits compared with the prior year.
Ingredion's board elected Jason Payant, a company veteran since 2012, as Interim Chief Financial Officer effective April 1, 2026, replacing James D. Gray, whose resignation takes effect March 31, 2026. Payant will serve as the company's principal financial officer while keeping his current role as Vice President, Finance, Global Texture & Healthful Solutions.
Jason Payant, age 55, named Interim CFO effective April 1, 2026; board action taken March 18, 2026
Succeeds James D. Gray, whose resignation as CFO is effective March 31, 2026
Payant will receive $25,000 per month in cash compensation during his interim service, in addition to existing pay and benefits
Ingredion disclosed that director Gregory B. Kenny will retire from the Board effective March 23, 2026, after serving since 2005, and that the Board elected Siobhán Talbot as a director effective April 1, 2026. Kenny said his retirement was not due to any disagreement with the Company, and the Board classed Talbot as independent under NYSE standards. The change is a routine board rotation with no reported effect on financial results.
Gregory B. Kenny informed the Company on March 20, 2026 of his decision to retire from the Board, effective March 23, 2026.
Kenny had served as a director since 2005 and said the decision was not due to any disagreement on operations, policies, or practices.
The Board elected Siobhán Talbot as a director on March 18, 2026, with her term beginning April 1, 2026.
Talbot, age 62, is the former Group Managing Director and CEO of Glanbia plc (November 2013 to December 2023) and sits on the CRH plc board.
Ingredion reported full-year 2025 reported diluted EPS of $11.18, up from $9.71 in 2024, while net sales fell 3% to $7.2 billion. The company guided 2026 reported and adjusted EPS to $11.00 to $11.80, but expects first-quarter 2026 operating income to fall in the mid-double digits.
Full-year 2025 adjusted diluted EPS was $11.13, versus $10.65 in 2024; fourth-quarter adjusted EPS was $2.53, versus $2.63 a year earlier
Fourth-quarter 2025 adjusted operating income fell 8% to $228 million; Food & Industrial Ingredients–U.S./Canada operating income fell 32% in the quarter
Full-year 2025 cash from operations was $944 million, down from $1,436 million in 2024; the company repurchased $224 million of shares
First-quarter 2026 operating income is expected to be down mid-double digits, compared with a 26% increase in the prior-year first quarter
Ingredion's Executive Vice President and Chief Financial Officer, James Gray, notified the company on January 26, 2026 that he will retire from his positions effective March 31, 2026. The company says his departure is not the result of any dispute or disagreement and that it is reviewing its succession plan.
James Gray, Executive Vice President and Chief Financial Officer, will retire effective March 31, 2026.
The filing states the decision is not the result of any dispute or disagreement with the company.
Ingredion will announce a new chief financial officer upon his retirement; no successor is named in the filing.
Ingredion reported third-quarter 2025 results with diluted EPS of $2.61, down from $2.83 a year earlier, and adjusted EPS of $2.75 versus $3.05. Net sales fell 3% to $1.8 billion and reported operating income fell 7% to $249 million, with a Chicago plant production problem weighing on its U.S./Canada segment. The company also updated its full-year 2025 outlook, now expecting reported EPS of $11.11 to $11.31, which matters to shareholders because weaker quarterly profit and sales are the key measures they track.
Q3 2025 diluted EPS $2.61 vs $2.83 in Q3 2024; adjusted EPS $2.75 vs $3.05
Q3 net sales $1.816 billion, down 3%; reported operating income $249 million, down 7%
Full-year 2025 guidance: reported EPS $11.11 to $11.31; adjusted EPS $11.10 to $11.30
Net sales now expected flat to down low single digits; operating income up low to mid single digits
Ingredion entered into a new five-year, $1.0 billion unsecured revolving credit facility dated August 27, 2025, with JPMorgan Chase Bank, N.A. and J.P. Morgan SE as administrative agent. The new agreement replaced the company's previous facility from June 30, 2021, which was terminated on the same date; that facility would otherwise have matured June 30, 2026. No loans had been drawn under the new facility as of its effective date, so it adds borrowing capacity rather than new debt.
Five-year unsecured revolving facility of $1.0 billion, maturing August 27, 2030
No loans drawn as of the effective date; up to $750 million of incremental commitments may be requested
Covenants require a maximum leverage ratio of 3.5 to 1.0 and minimum interest coverage of 3.5 to 1.0
Previous credit agreement dated June 30, 2021 was terminated August 27, 2025
Ingredion reported second-quarter 2025 diluted EPS of $2.99, up from $2.22 a year earlier, and adjusted EPS of $2.87, flat year over year. Net sales fell 2% to $1.83 billion, while the company raised its full-year 2025 reported EPS guidance to $11.25 to $11.75 and adjusted EPS guidance to $11.10 to $11.60.
Q2 2025 net sales were $1.83 billion, down 2% from $1.88 billion a year earlier.
Q2 operating income rose 13% to $271 million; adjusted operating income was $273 million, up 1%.
Full-year 2025 reported EPS guidance is $11.25 to $11.75, and adjusted EPS guidance is $11.10 to $11.60.
The company cited a mechanical fire that briefly shut down its Chicago plant as a negative factor in the F&II U.S./Canada segment.
Ingredion reported first-quarter 2025 results with net sales down 4% to $1,813 million, while reported operating income rose 30% to $276 million. Reported diluted EPS fell to $3.00 from $3.23, but adjusted EPS rose to $2.97 from $2.08, and the company raised its full-year 2025 reported and adjusted EPS ranges.
Net sales fell 4% to $1,813 million; reported operating income rose 30% to $276 million
Reported diluted EPS was $3.00 versus $3.23 a year earlier; adjusted diluted EPS was $2.97 versus $2.08
Full-year 2025 reported EPS guidance is $10.93 to $11.63; adjusted EPS guidance is $10.90 to $11.60
Second-quarter 2025 operating income is expected to be flat to down low single-digits
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