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International Flavors & Fragrances (IFF) director settles 4,282 RSUs

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

Rhea-AI Filing Summary

INTERNATIONAL FLAVORS & FRAGRANCES INC director Kevin O’Byrne reported routine equity compensation activity involving Restricted Stock Units (RSUs) and related tax withholding.

On May 1, 2026, 4,282 RSUs granted under the Non-Employee Director Compensation Program vested and converted into an equal number of common shares. In connection with this vesting, 1,157 common shares were withheld at $70.81 per share to cover taxes, described as a tax-withholding disposition rather than an open-market sale. After these transactions, O’Byrne held 17,571 common shares directly, plus 8,500 common shares indirectly held by his spouse.

Positive

  • None.

Negative

  • None.
Insider O'Byrne Kevin
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 4,282 $70.81 $303K
Exercise Common Stock 4,282 $0.00 --
Tax Withholding Common Stock 1,157 $70.81 $82K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 18,728 shares (Direct, null); Common Stock — 8,500 shares (Indirect, By Spouse)
Footnotes (1)
  1. Represent RSUs granted under the Non-Employee Director Compensation Program. 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, 2025, the reporting person was granted 4,282 RSUs, all of which vested on May 1, 2026.
RSUs vested and converted 4,282 units Non-Employee Director Compensation Program grant vested on May 1, 2026
Shares withheld for taxes 1,157 shares Common stock withheld upon RSU vesting
Tax withholding price $70.81 per share Value used for tax-withholding disposition of 1,157 shares
Direct common shares after transaction 17,571 shares Direct IFF common stock ownership following Form 4 transactions
Indirect common shares by spouse 8,500 shares Indirect IFF ownership reported as held by spouse
RSU grant date May 1, 2025 Date 4,282 RSUs were granted to non-employee director
RSU vesting date May 1, 2026 Date on which 4,282 RSUs fully vested and converted
Restricted Stock Units financial
"What were the terms of the RSUs reported by IFF director Kevin O’Byrne?"
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.
Non-Employee Director Compensation Program financial
"Represent RSUs granted under the Non-Employee Director Compensation Program."
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
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.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
indirect ownership financial
"direct_or_indirect": "I", "nature_of_ownership": "By Spouse""
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*
O'Byrne Kevin

(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
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)
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 Stock05/01/2026M4,282(1)A$0(2)18,728D
Common Stock05/01/2026F1,157(3)D$70.8117,571D
Common Stock8,500IBy Spouse
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(2)05/01/2026M4,282(1)05/01/2026(4)05/01/2026(4)Common Stock4,282$70.810.0000D
Explanation of Responses:
1. Represent RSUs granted under the Non-Employee Director Compensation Program.
2. The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis.
3. Reflects shares withheld for taxes payable upon the vesting of RSUs.
4. On May 1, 2025, the reporting person was granted 4,282 RSUs, all of which vested on May 1, 2026.
/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 insider transaction did IFF director Kevin O’Byrne report on this Form 4?

Kevin O’Byrne reported the vesting and conversion of 4,282 Restricted Stock Units into IFF common stock, along with share withholding for taxes. This reflects routine non-employee director compensation rather than an open-market purchase or sale of shares.

How many IFF shares were withheld for taxes in Kevin O’Byrne’s Form 4?

The Form 4 shows 1,157 IFF common shares were withheld to cover tax liabilities upon RSU vesting, at a value of $70.81 per share. This tax-withholding disposition is not an open-market sale and is a standard part of equity compensation.

How many IFF shares does Kevin O’Byrne own after these transactions?

Following the reported transactions, Kevin O’Byrne directly owns 17,571 shares of IFF common stock. The filing also reports an additional 8,500 shares held indirectly through his spouse, reflecting his combined direct and indirect equity exposure.

What were the terms of the RSUs reported by IFF director Kevin O’Byrne?

The footnotes state that O’Byrne received 4,282 Restricted Stock Units on May 1, 2025 under the Non-Employee Director Compensation Program. All those RSUs vested on May 1, 2026 and converted to common stock on a one-for-one basis.

Does Kevin O’Byrne still hold Restricted Stock Units after this IFF Form 4?

According to the Form 4 data, the reported 4,282 RSUs converted fully into IFF common shares, leaving a derivative position of 0 units in that grant. This indicates the entire RSU award vested and was settled in stock on the vesting date.

How are Kevin O’Byrne’s indirect IFF shareholdings described in the Form 4?

The Form 4 lists 8,500 IFF common shares as indirectly owned, with the nature of ownership noted as “By Spouse.” This means those shares are held through his spouse rather than directly in his own name, but are still reported for beneficial ownership.