IFF (NYSE: IFF) CAO nets common shares from RSU vesting event

Rhea-AI Filing Summary

INTERNATIONAL FLAVORS & FRAGRANCES INC Controller & CAO Marc Birenkrant reported routine equity compensation activity. On May 4, 2026, 389 Restricted Stock Units (RSUs) converted into an equal number of common shares, consistent with the RSUs’ one-for-one conversion feature.

To cover taxes due at vesting, 141 common shares were withheld at $70.09 per share, a tax-withholding disposition rather than an open-market sale. Following these events, Birenkrant held 4,446.15 common shares directly, plus 3,493.916 shares through a deferred compensation plan and 2,703.155 shares through a 401(k), all reported as indirect ownership.

The footnotes note that these RSUs were part of a grant of 1,167 RSUs awarded on May 3, 2023, vesting in three equal installments beginning on the first anniversary of the grant date.

Insider Trade Summary

389 shares exercised/converted

Mixed 5 txns

Insider Birenkrant Marc

Role Controller & CAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	389	$70.09	$27K
Exercise	Common Stock	389	$0.00	--
Tax Withholding	Common Stock	141	$70.09	$10K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 1,221 shares (Direct, null); Common Stock — 4,587.15 shares (Direct, null); Common Stock — 2,703.155 shares (Indirect, By 401k)

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. On May 3, 2023, the reporting person was granted 1,167 RSUs, vesting in three equal installments beginning on the first anniversary of the grant date.

Key Figures

RSUs converted: 389 shares Shares withheld for taxes: 141 shares at $70.09/share Direct common shares after transactions: 4,446.15 shares +3 more

6 metrics

RSUs converted 389 shares Restricted Stock Units converting to common stock on May 4, 2026

Shares withheld for taxes 141 shares at $70.09/share Tax withholding on RSU vesting

Direct common shares after transactions 4,446.15 shares Direct ownership following May 4, 2026 events

Deferred compensation plan holdings 3,493.916 shares Indirect ownership via Deferred Compensation Plan

401(k) plan holdings 2,703.155 shares Indirect ownership via 401(k) plan

Original RSU grant size 1,167 RSUs Grant on May 3, 2023, vesting in three installments

Key Terms

Restricted Stock Units, Deferred Compensation Plan, 401k, taxes payable upon the vesting

4 terms

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.

Deferred Compensation Plan financial

"Common Stock reported as indirectly owned By Deferred Compensation Plan."

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

401k financial

"Common Stock reported as indirectly owned By 401k."

An employer-sponsored retirement savings plan in the United States that lets workers set aside part of their paycheck into investments with tax advantages; some plans also include employer matching contributions, which is like free money added to your savings. It matters to investors because 401(k) balances represent a large pool of household retirement assets that influence personal financial security, investor behavior, and long-term demand for stocks and bonds.

taxes payable upon the vesting financial

"Reflects shares withheld for taxes payable upon the vesting of RSUs."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

Birenkrant Marc

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Controller & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/04/2026		M		389	A	$0(1)	4,587.15	D
Common Stock	05/04/2026		F		141(2)	D	$70.09	4,446.15	D
Common Stock								2,703.155	I	By 401k
Common Stock								3,493.916	I	By Deferred Compensation Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/04/2026		M			389	(3)	(3)	Common Stock	389	$70.09	1,221	D

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. On May 3, 2023, the reporting person was granted 1,167 RSUs, vesting in three equal installments beginning on the first anniversary of the grant date.

	/s/ Chrystalla Potamitou, attorney in fact	05/06/2026
	** Signature of Reporting Person	Date
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 transaction did IFF officer Marc Birenkrant report on this Form 4?

Marc Birenkrant reported RSU vesting that converted 389 Restricted Stock Units into 389 common shares. The event reflects equity compensation vesting, not an open-market trade, and is typical for executive compensation programs at INTERNATIONAL FLAVORS & FRAGRANCES INC (IFF).

How many IFF shares were withheld for taxes in Marc Birenkrant’s Form 4?

The filing shows 141 IFF common shares were withheld to pay taxes when RSUs vested, at a value of $70.09 per share. This tax-withholding disposition is a standard mechanism and is different from selling shares on the open market.

What are Marc Birenkrant’s direct IFF share holdings after these transactions?

After the RSU conversion and tax withholding, Marc Birenkrant directly owned 4,446.15 IFF common shares. This figure reflects his post-transaction direct position reported in the Form 4 and excludes separate indirect holdings through benefit and retirement plans.

What indirect IFF holdings does Marc Birenkrant report through benefit plans?

The Form 4 reports 3,493.916 IFF shares held through a deferred compensation plan and 2,703.155 shares held through a 401(k). Both positions are classified as indirect ownership and represent tax-advantaged or deferred retirement-related holdings, not recent market purchases.

What were the original terms of the RSU grant reported by IFF for Marc Birenkrant?

The footnotes state that on May 3, 2023, Marc Birenkrant received a grant of 1,167 Restricted Stock Units. These RSUs vest in three equal installments, beginning on the first anniversary of the grant date, and each RSU converts into one IFF common share.

Does Marc Birenkrant’s Form 4 for IFF show any open-market share purchases or sales?

The data show RSU conversion and 141 shares withheld for taxes, but no open-market purchases or sales. The disposition is specifically labeled as payment of a tax liability using shares, which is a routine administrative step tied to vesting, not a discretionary trade.