International Flavors & Fragrances (IFF) Board adopts amended corporate bylaws

Rhea-AI Filing Summary

International Flavors & Fragrances Inc. updated its corporate bylaws. On October 29, 2025, the company’s Board of Directors approved and adopted amended and restated bylaws, which became effective immediately. These bylaws govern how the company is managed and how its Board and shareholders operate.

The report explains that only a summary of the changes is provided and that the full details are contained in the complete text of the amended and restated bylaws, which are filed as an exhibit to the report. Investors and stakeholders who want to understand the exact governance changes can review the bylaws in the attached exhibit.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 11/04/2025 - 04:06 PM Learn about SEC filing dates

FAQ

What corporate action did IFF (IFF) report in this 8-K?

International Flavors & Fragrances Inc. reported that its Board of Directors approved and adopted amended and restated bylaws, effective immediately as of October 29, 2025.

When did IFFs Board approve the amended and restated bylaws?

The Board of International Flavors & Fragrances Inc. approved the amended and restated bylaws on October 29, 2025, and they became effective immediately on that date.

Where can investors find the full text of IFFs amended bylaws?

The complete text of the amended and restated bylaws of International Flavors & Fragrances Inc. is filed as Exhibit 3.1 to the report and is incorporated by reference.

Does the filing detail the specific changes to IFFs bylaws?

The filing notes that it provides only a summary of the amendments to the bylaws and directs readers to Exhibit 3.1 for the full, detailed provisions.

Who signed the 8-K on behalf of International Flavors & Fragrances Inc.?

The report was signed on behalf of International Flavors & Fragrances Inc. by Stephen Landsman, Executive Vice President and General Counsel.

What exhibits are included with IFFs bylaw amendment 8-K?

The report includes Exhibit 3.1 (Amended and Restated Bylaws of International Flavors & Fragrances Inc.) and Exhibit 104 (Cover Page Interactive Data File).

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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): November 4, 2025 (October 29, 2025)

INTERNATIONAL FLAVORS & FRAGRANCES INC.

(Exact Name of Registrant as Specified in its Charter)

New York	1-4858	13-1432060
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

521 West 57th Street New York, New York 200 Powder Mill Road Wilmington, Delaware		10019 19803
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 765-5500

(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 12 1/2 cents per share		IFF		NYSE
1.800% Senior Notes due 2026		IFF 26		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 29, 2025, the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) approved and adopted amended and restated bylaws (as amended, the “Bylaws”), effective immediately. The amendments to the Bylaws include:

• updating committee nomenclature and references, along with other administrative, modernizing and conforming changes throughout;

• revising the indemnification right to clarify that the Company will indemnify directors, officers and certain other specified individuals serving at the Company’s request to the fullest extent permitted by the New York Business Corporation Law; and

• adding a severability clause in the indemnification article providing that if any provision thereof is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remainder will remain in full force and effect.

The foregoing summary of the amendments made to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
3.1	Amended and Restated Bylaws of International Flavors & Fragrances, Inc.
104	Cover Page Interactive Data File

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		INTERNATIONAL FLAVORS & FRAGRANCES INC.
	By:	/s/ Stephen Landsman
	Name:	Stephen Landsman
	Title:	Executive Vice President, General Counsel
Date: November 4, 2025