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IFF (NYSE: IFF) CEO receives 66,143 RSUs and exercises awards with tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

INTERNATIONAL FLAVORS & FRAGRANCES INC Chief Executive Officer J. Erik Fyrwald reported routine equity compensation activity. On April 1, 2026, he received a grant of 66,143 Restricted Stock Units (RSUs), which each convert into one share of common stock. These RSUs vest in three equal tranches on April 1, 2027, April 1, 2028 and April 1, 2029, subject to continued employment.

On the same date, previously awarded RSUs vested and were exercised for 18,769 shares of common stock at a reference price of $72.57 per share, and 8,835 shares were withheld to cover taxes due at vesting. After these transactions, Fyrwald directly holds 101,564 shares of common stock and 135,433 RSUs, and also has indirect holdings of 2,660 shares and 8,630 shares through family trusts.

Positive

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Negative

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Insider Fyrwald J Erik
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 66,143 $0.00 --
Exercise Restricted Stock Units 18,769 $72.57 $1.36M
Exercise Common Stock 18,769 $0.00 --
Tax Withholding Common Stock 8,835 $72.57 $641K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 154,202 shares (Direct); Common Stock — 110,399 shares (Direct); Common Stock — 2,660 shares (Indirect, By 2012 Fyrwald Irrevocable Family Trust)
Footnotes (1)
  1. The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis. Reflects shares withheld for taxes payable upon the vesting of RSUs. RSUs vest in three equal tranches with respect to the shares of Common Stock on each of April 1, 2027, April 1, 2028 and April 1, 2029, subject to continued employment with IFF. RSUs vested on April 1, 2026.
RSU grant 66,143 RSUs Granted on April 1, 2026; convert one-for-one into common stock
RSUs exercised 18,769 shares RSUs vested and converted into common stock on April 1, 2026
Tax-withholding shares 8,835 shares at $72.57 Shares withheld to cover taxes upon RSU vesting
Direct common shares 101,564 shares Direct IFF common stock holdings after April 1, 2026 transactions
Outstanding RSUs 135,433 RSUs Total Restricted Stock Units held after transactions
Indirect trust holdings 2,660 and 8,630 shares Common stock held via two irrevocable family trusts
Restricted Stock Units financial
"The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Irrevocable Family Trust financial
"By 2012 Fyrwald Irrevocable Family Trust"
vest in three equal tranches financial
"RSUs vest in three equal tranches with respect to the shares of Common Stock"
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fyrwald J Erik

(Last)(First)(Middle)
521 WEST 57TH STREET

(Street)
NEW YORK NEW YORK 10019

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL FLAVORS & FRAGRANCES INC [ IFF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026M18,769A$0(1)110,399D
Common Stock04/01/2026F8,835(2)D$72.57101,564D
Common Stock2,660IBy 2012 Fyrwald Irrevocable Family Trust
Common Stock8,630IBy J. Erik Fyrwald Irrevocable Trust u/a/d 12/21/2012
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/01/2026A66,143 (3) (3)Common Stock66,143(1)154,202D
Restricted Stock Units(1)04/01/2026M18,769 (4) (4)Common Stock18,769$72.57135,433D
Explanation of Responses:
1. The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis.
2. Reflects shares withheld for taxes payable upon the vesting of RSUs.
3. RSUs vest in three equal tranches with respect to the shares of Common Stock on each of April 1, 2027, April 1, 2028 and April 1, 2029, subject to continued employment with IFF.
4. RSUs vested on April 1, 2026.
/s/ Chrystalla Potamitou, attorney in fact04/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did IFF CEO J. Erik Fyrwald report on April 1, 2026?

IFF CEO J. Erik Fyrwald reported routine equity compensation events on April 1, 2026. He received 66,143 new Restricted Stock Units, exercised 18,769 previously granted RSUs into common stock, and had 8,835 shares withheld to cover tax obligations at vesting.

How many Restricted Stock Units were granted to IFF CEO J. Erik Fyrwald?

J. Erik Fyrwald was granted 66,143 Restricted Stock Units. Each RSU converts into one share of IFF common stock. These awards represent equity-based compensation and will vest over time, subject to his continued employment with International Flavors & Fragrances Inc.

When do J. Erik Fyrwald’s newly granted IFF RSUs vest?

The newly granted IFF RSUs vest in three equal tranches. The vesting dates are April 1, 2027, April 1, 2028, and April 1, 2029, and each tranche is subject to Fyrwald’s continued employment with International Flavors & Fragrances Inc.

What tax-withholding transaction did the IFF Form 4 disclose for J. Erik Fyrwald?

The Form 4 shows a tax-withholding disposition of 8,835 IFF common shares. These shares were withheld at a reference price of $72.57 per share to satisfy taxes owed upon the vesting of Restricted Stock Units, rather than being sold in the open market.

What are J. Erik Fyrwald’s IFF shareholdings after the reported transactions?

After the transactions, Fyrwald directly holds 101,564 IFF common shares and 135,433 RSUs. He also has indirect ownership of 2,660 shares and 8,630 shares through family trusts, reflecting a mix of direct and trust-based equity exposure to the company.

Were any of J. Erik Fyrwald’s IFF transactions open-market share sales or purchases?

The disclosed IFF transactions do not show open-market buys or sells. They consist of RSU grants, RSU vesting and conversion into common stock, and 8,835 shares withheld to cover tax obligations, which is distinct from discretionary market trading activity.