STOCK TITAN

IFF (NYSE: IFF) CAO logs RSU vesting, tax share withholding in Form 4

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

Rhea-AI Filing Summary

INTERNATIONAL FLAVORS & FRAGRANCES INC Controller & CAO Marc Birenkrant reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding.

On May 1, 2026, 397 RSUs converted into 397 shares of common stock, consistent with the footnote stating RSUs convert to common stock on a one-for-one basis. In connection with this vesting, 144 shares were disposed of at $70.81 per share to cover taxes, a tax-withholding transaction coded "F" rather than an open-market sale. After these transactions, Birenkrant directly held 4,198.15 common shares.

The filing also shows indirect holdings of 2,703.155 shares through a Deferred Compensation Plan and 3,493.916 shares in a 401(k) plan. A prior grant of 1,191 RSUs on May 1, 2024, is disclosed as vesting in three equal annual installments, and the current vesting represents one of those installments.

Positive

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Insider Birenkrant Marc
Role Controller & CAO
Type Security Shares Price Value
Exercise Restricted Stock Units 397 $70.81 $28K
Exercise Common Stock 397 $0.00 --
Tax Withholding Common Stock 144 $70.81 $10K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 1,610 shares (Direct, null); Common Stock — 4,342.15 shares (Direct, null); Common Stock — 3,493.916 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 1, 2024, the reporting person was granted 1,191 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.
RSUs vested 397 shares Restricted Stock Units converting one-for-one to common stock on May 1, 2026
Shares withheld for taxes 144 shares Tax-withholding disposition at $70.81 per share upon RSU vesting
Tax withholding price $70.81 per share Price applied to 144 shares withheld for tax liabilities
Direct common shares after transaction 4,198.15 shares Direct IFF common stock holdings following RSU vesting and tax withholding
Deferred Compensation Plan holdings 2,703.155 shares Indirect IFF common stock holdings via Deferred Compensation Plan
401(k) plan holdings 3,493.916 shares Indirect IFF common stock holdings via 401(k) account
Original RSU grant size 1,191 units RSUs granted May 1, 2024, vesting in three equal annual installments
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
"Reflects shares withheld for taxes payable upon the vesting of RSUs."
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.
Deferred Compensation Plan financial
"total_shares_following_transaction": "2703.1550", "nature_of_ownership": "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
"total_shares_following_transaction": "3493.9160", "nature_of_ownership": "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.
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
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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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Controller & CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
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 Stock05/01/2026M397A$0(1)4,342.15D
Common Stock05/01/2026F144(2)D$70.814,198.15D
Common Stock3,493.916IBy 401k
Common Stock2,703.155IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/01/2026M397 (3) (3)Common Stock397$70.811,610D
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 1, 2024, the reporting person was granted 1,191 restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.
/s/ Chrystalla Potamitou, attorney in fact05/04/2026
** 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 did IFF Controller & CAO Marc Birenkrant report on this Form 4?

Marc Birenkrant reported RSU vesting and related tax withholding, not an open-market trade. 397 restricted stock units converted into common shares, and 144 shares were withheld at $70.81 each to satisfy tax obligations arising from the vesting event.

How many International Flavors & Fragrances (IFF) RSUs vested for Marc Birenkrant?

A total of 397 restricted stock units vested and converted into 397 common shares. The filing notes RSUs convert to common stock on a one-for-one basis, reflecting one installment of a larger 1,191-unit grant made on May 1, 2024.

Were any of Marc Birenkrant’s IFF shares sold on the open market?

No open-market sale is shown. The 144-share disposition at $70.81 per share is coded "F," meaning shares were withheld to cover tax liabilities tied to RSU vesting, rather than sold as a discretionary market transaction.

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

Following the RSU vesting and tax withholding, Marc Birenkrant directly holds 4,198.15 shares of IFF common stock. This figure reflects his position after receiving 397 vested shares and having 144 shares withheld for taxes on May 1, 2026.

What indirect IFF holdings does Marc Birenkrant report?

He reports 2,703.155 IFF shares held through a Deferred Compensation Plan and 3,493.916 shares held through a 401(k) plan. These are classified as indirect ownership interests and are separate from his directly held 4,198.15 common shares.

What does the prior IFF RSU grant to Marc Birenkrant look like?

On May 1, 2024, Birenkrant was granted 1,191 restricted stock units. The grant vests in three equal installments beginning on the first anniversary of the grant date, and the current 397-unit vesting represents one of those three installments.