ingr-20260728
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2026
INGREDION INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 1-13397 | 22-3514823 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
5 Westbrook Corporate Center, Westchester, Illinois | 60154 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(708) 551-2600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.01 per share | INGR | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On July 28, 2026, shareholders of Tate & Lyle PLC, a company incorporated in England and Wales (“Tate & Lyle”), approved a recommended all-cash acquisition by Ingredion Incorporated (the “Company”) of the entire issued and to be issued share capital of Tate & Lyle, as announced on June 8, 2026 (the “Acquisition”) and described in the Company’s current report on Form 8-K filed on June 9, 2026. The Acquisition is intended to be implemented by a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the UK Companies Act 2026. On July 28, 2026, in satisfaction of a condition to completion of the Acquisition, Tate & Lyle shareholders voted to approve the Scheme at a meeting of the shareholders (the “Court Meeting”) convened for such vote by order of the High Court of Justice in England and Wales (the “Court”), and also voted to approve resolutions necessary to approve, implement and effect the Scheme and the Acquisition at a general meeting of the shareholders convened immediately after conclusion of the Court Meeting. The Acquisition is expected to be completed in the second half of 2027, subject to the satisfaction or, where applicable, waiver of the other conditions specified in the Scheme document, including material antitrust conditions and sanction of the Scheme by the Court.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates any of the information by reference.
Further Information; No Offer or Solicitation
This report is for information purposes and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the all-cash offer by the Company for the entire issued and to be issued ordinary share capital of Tate & Lyle, or otherwise, nor shall there be any sale, issuance or transfer of securities of Tate & Lyle in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of a Scheme (or, if the Acquisition is implemented by way of a takeover offer, as that term is defined in the UK Companies Act (a “Takeover Offer”), the offer document), which will contain the full terms and conditions of the Acquisition. If the Company exercises its right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable U.S. laws and regulations.
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: July 28, 2026 | 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 | |||||||||||||||||||||||||||||