IFF (IFF) director converts 2,569 RSUs into deferred Stock Equivalent Units

Rhea-AI Filing Summary

INTERNATIONAL FLAVORS & FRAGRANCES INC director Dawn C. Willoughby reported a vesting-and-deferral transaction involving 2,569 share-based units. On May 1, 2025, she was granted 2,569 Restricted Stock Units (RSUs), which all vested on May 1, 2026.

Upon vesting, instead of taking 2,569 shares of Common Stock, she deferred receipt and received 2,569 Stock Equivalent Units under the company’s deferred compensation plan. Both the RSUs and the Stock Equivalent Units convert into Common Stock on a one-for-one basis. The Units will be paid in Common Stock when she leaves the Board or on a set retirement-related date.

Insights

Equity compensation analyst

Routine director RSU vesting with deferral into stock units; no open‑market trading.

Dawn C. Willoughby, a director of INTERNATIONAL FLAVORS & FRAGRANCES INC, reported 2,569 RSUs vesting and simultaneously being exchanged for 2,569 Stock Equivalent Units. The transactions are coded as an acquisition of stock equivalent units and a disposition of RSUs back to the issuer.

This pattern reflects use of the company’s non-employee director compensation and deferred compensation programs rather than discretionary buying or selling. The Units are payable in Common Stock when she leaves the Board or on a specified retirement-related date, so the economic exposure to IFF stock continues through these deferred units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Willoughby Dawn C

Role null

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	2,569	$0.00	--
Grant/Award	Stock Equivalent Unit	2,569	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Stock Equivalent Unit — 2,569 shares (Direct, null)

Footnotes (1)

1. The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis. Represent RSUs granted under the Non-Employee Director Compensation Program. On May 1, 2025, the reporting person was granted 2,569 RSUs, all of which vested on May 1, 2026. Upon the vesting of RSUs on May 1, 2026, the reporting person deferred the receipt of 2,569 shares of Common Stock and received instead 2,569 Stock Equivalent Units ("Units") pursuant to the Company's deferredcompensation plan. The Units convert to Common Stock on a one-for-one basis. The Units are payable in Common Stock upon the earlier of the reporting person ceasing to serve as a member of the Company's Board of Directors or January 1 following retirement.

Key Figures

RSUs granted: 2,569 units RSUs vested: 2,569 units Stock Equivalent Units received: 2,569 units +1 more

4 metrics

RSUs granted 2,569 units Granted on May 1, 2025 under Non-Employee Director Compensation Program

RSUs vested 2,569 units All vested on May 1, 2026

Stock Equivalent Units received 2,569 units Deferred compensation units received upon RSU vesting

Conversion ratio 1:1 RSUs and Units each convert to one share of Common Stock

Key Terms

Restricted Stock Units, Stock Equivalent Units, Non-Employee Director Compensation Program, deferred compensation plan

4 terms

Restricted Stock Units financial

"On May 1, 2025, the reporting person was granted 2,569 RSUs, all of which vested on May 1, 2026."

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.

Stock Equivalent Units financial

"the reporting person deferred the receipt of 2,569 shares of Common Stock and received instead 2,569 Stock Equivalent Units ("Units")"

Stock equivalent units are financial claims or instruments that are treated as if they were actual shares for purposes like calculating ownership, dilution, and earnings per share. Think of them as promises or placeholders for future slices of company pie—options, restricted units, or convertible securities—that don’t yet sit on the table but will reduce each existing slice when converted. Investors track them because they change how much of a company each share really represents and can affect valuation and voting power.

Non-Employee Director Compensation Program financial

"Represent RSUs granted under the Non-Employee Director Compensation Program."

deferred compensation plan financial

"received instead 2,569 Stock Equivalent Units ("Units") pursuant to the Company's deferredcompensation 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.

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^*

Willoughby Dawn C

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

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)	05/01/2026		D			2,569(2)	05/01/2026(3)	05/01/2026(3)	Common Stock	2,569	$0.0000(4)	0.0000	D
Stock Equivalent Unit	(5)	05/01/2026		A		2,569		(6)	(6)	Common Stock	2,569	$0.0000(4)	2,569	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis.

2. Represent RSUs granted under the Non-Employee Director Compensation Program.

3. On May 1, 2025, the reporting person was granted 2,569 RSUs, all of which vested on May 1, 2026.

4. Upon the vesting of RSUs on May 1, 2026, the reporting person deferred the receipt of 2,569 shares of Common Stock and received instead 2,569 Stock Equivalent Units ("Units") pursuant to the Company's deferredcompensation plan.

5. The Units convert to Common Stock on a one-for-one basis.

6. The Units are payable in Common Stock upon the earlier of the reporting person ceasing to serve as a member of the Company's Board of Directors or January 1 following retirement.

	/s/ Chrystalla Potamitou, attorney in fact	05/05/2026
	** 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 did IFF (IFF) director Dawn C. Willoughby report in this Form 4?

She reported 2,569 Restricted Stock Units vesting and being converted into 2,569 Stock Equivalent Units. The RSUs were granted under IFF’s Non-Employee Director Compensation Program and then deferred into stock units under the company’s deferred compensation plan, maintaining equity-linked exposure.

When did Dawn C. Willoughby’s IFF Restricted Stock Units vest and how many were involved?

She was granted 2,569 Restricted Stock Units on May 1, 2025, and all 2,569 RSUs vested on May 1, 2026. At vesting, she chose to defer settlement, exchanging the vested RSUs for an equal number of Stock Equivalent Units instead of receiving Common Stock immediately.

What are Stock Equivalent Units in the IFF Form 4 for Dawn C. Willoughby?

Stock Equivalent Units are deferred compensation instruments that convert into Common Stock on a one-for-one basis. Willoughby received 2,569 such Units when her RSUs vested. These Units are payable in Common Stock when she ceases to serve on IFF’s Board or after a specified retirement-related date.

Did the IFF Form 4 show any open-market purchases or sales by Dawn C. Willoughby?

No open-market trades were reported. The filing shows a grant or award-type acquisition of 2,569 Stock Equivalent Units and a disposition of 2,569 RSUs to the issuer upon vesting, all tied to compensation and deferral programs rather than market transactions in IFF shares.

How do the IFF RSUs and Stock Equivalent Units convert into Common Stock?

Both the Restricted Stock Units and the Stock Equivalent Units convert to IFF Common Stock on a one-for-one basis. Willoughby deferred 2,569 vested RSUs into 2,569 Stock Equivalent Units, which will later be settled in an equal number of IFF Common shares when payout conditions are met.