IFF (NYSE: IFF) CFO DeVeau reports RSU vesting and tax withholding shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

INTERNATIONAL FLAVORS & FRAGRANCES INC EVP and CFO Michael DeVeau reported routine equity compensation activity involving Restricted Stock Units (RSUs) tied to company common stock. On May 4, 2026, 884 RSUs converted into an equal number of common shares. To cover taxes due at vesting, 452 of these shares were withheld at a reference price of $70.09 per share, resulting in a net increase of common shares held. Following these transactions, DeVeau directly owned about 14,476 common shares, and 1,768 RSUs from the original 2,652-unit grant dated May 3, 2023 continue to vest in equal annual installments.

Insider Trade Summary

884 shares exercised/converted

Mixed 3 txns

Insider DeVeau Michael

Role EVP, CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	884	$70.09	$62K
Exercise	Common Stock	884	$0.00	--
Tax Withholding	Common Stock	452	$70.09	$32K

Holdings After Transaction: Restricted Stock Units — 19,468 shares (Direct, null); Common Stock — 14,475.572 shares (Direct, null)

Footnotes (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 2,652 RSUs, vesting in three equal installments beginning on the first anniversary of the grant date.

Key Figures

RSUs vested: 884 units Shares withheld for taxes: 452 shares Tax reference price: $70.09 per share +3 more

6 metrics

RSUs vested 884 units RSUs converting to common stock on May 4, 2026

Shares withheld for taxes 452 shares Common stock withheld upon RSU vesting

Tax reference price $70.09 per share Price applied to withheld shares for tax purposes

Common shares after exercise 14,475.572 shares Direct holdings following non-derivative transactions

Original RSU grant 2,652 units Grant made on May 3, 2023 to EVP, CFO

RSU vesting schedule 3 equal installments Annual vesting beginning first anniversary of grant

Key Terms

Restricted Stock Units, RSUs convert to Common Stock, shares withheld for taxes payable upon the vesting of RSUs

3 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.

RSUs convert to Common Stock financial

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

shares withheld for taxes payable upon the vesting of RSUs financial

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

Form 4 Insider Transactions: What Each Field Means →

05/06/2026 - 04:17 PM

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

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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^*

DeVeau Michael

(Last)

(First)

(Middle)

521 WEST 57TH STREET

(Street)

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)
	EVP, CFO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/04/2026		M		884	A	$0⁽¹⁾	14,475.572	D
Common Stock	05/04/2026		F		452⁽²⁾	D	$70.09	14,023.572	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/04/2026		M			884	⁽³⁾	⁽³⁾	Common Stock	884	$70.09	19,468	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 2,652 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did IFF EVP CFO Michael DeVeau report on this Form 4?

Michael DeVeau reported vesting of 884 Restricted Stock Units that converted into common stock and a related tax-withholding share disposition. These actions reflect routine equity compensation events rather than open-market buying or selling of INTERNATIONAL FLAVORS & FRAGRANCES INC shares.

How many IFF shares were withheld for taxes in Michael DeVeau’s latest filing?

IFF withheld 452 common shares from Michael DeVeau to cover taxes due upon RSU vesting. The withholding used a reference price of $70.09 per share and did not involve an open-market sale, functioning solely as a mechanism to satisfy tax obligations.

Did Michael DeVeau increase his IFF common stock holdings through this RSU vesting?

Yes. Although 452 shares were withheld for taxes, 884 RSUs converted into common stock, leaving a net addition of shares. After these transactions, DeVeau directly owned about 14,476 IFF common shares, reflecting routine compensation-driven ownership growth.

What are Restricted Stock Units (RSUs) in the context of IFF’s executive compensation?

Restricted Stock Units are share-based awards that convert into common stock once vesting conditions are met. For IFF, DeVeau’s RSUs convert on a one-for-one basis into common shares, with the 2,652-unit grant vesting in three equal annual installments from the grant date.

How is Michael DeVeau’s 2023 RSU grant at IFF structured over time?

On May 3, 2023, DeVeau received 2,652 RSUs that vest in three equal installments. The first third vested on the first anniversary, with future installments following annually. Remaining unvested RSUs continue to represent potential future common shares upon vesting and conversion.