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IFF Form 4: EVP Borg RSU settlement and tax-withholding sale detailed

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

International Flavors & Fragrances Inc. (IFF) reporting person Deborah Borg, EVP & Chief People & Culture Officer, disclosed transactions tied to vesting and settlement of restricted stock units (RSUs). On 09/02/2025 a total of 13,808 RSUs were reported as vested and settled (11,506 + 2,302), which converted one-for-one into common shares. Concurrently, 6,050 shares were sold to satisfy tax withholding (1,176 + 5,874) at $66.55 per share. After these transactions, Ms. Borg beneficially owned 40,112 shares (following one reported disposition) and 41,288 shares on another reported line, reflecting the different line-item presentations in the filing. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

  • RSU vesting completed for awards granted Sept. 1, 2022, showing fulfillment of long-term incentive plan
  • Conversion one-for-one of RSUs to common stock simplifies share accounting and indicates standard award terms

Negative

  • 6,050 shares withheld/sold for taxes (1,176 and 5,874) at $66.55 per share, reducing the net increase in beneficial ownership

Insights

TL;DR: Executive received vested RSUs then withheld shares for taxes; no open-market purchases or sales beyond tax withholding.

The filing documents routine equity compensation processing: RSUs granted in 2022 vested on 09/01/2025 and settled on 09/02/2025 converting one-for-one to common shares. The tax-withholding sale reduced net new shares delivered to the reporting person. There is no indication of discretionary trading or changes to board/officer status. For investors, this is a standard executive compensation event and not a signal of additional insider buying or material disposition beyond withholding.

TL;DR: Transaction reflects planned equity award vesting and standard tax withholding; governance implications are routine.

The Form 4 cites the Equity Choice Plan and Buyout Equity Award as the grant source and notes that RSUs vested on 09/01/2025. Shares withheld for taxes were executed at $66.55 per share. This aligns with typical post-vesting procedures and does not by itself indicate governance concerns or unusual dilution events.

Insider Borg Deborah
Role EVP, Chief Ppl&Culture Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 2,302 $0.00 $0.00
Exercise Restricted Stock Units 11,506 $0.00 $0.00
Exercise Common Stock 11,506 $0.00 $0.00
Exercise Common Stock 2,302 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 1,176 $66.55 $78K
Exercise Price or Tax Liability Common Stock 5,874 $66.55 $391K
Holdings After Transaction: Restricted Stock Units — 14,926 shares (Direct); Common Stock — 34,238 shares (Direct)
Footnotes (4)
  1. F1. Reflects vesting and settlement of Restricted Stock Units ("RSUs") granted on September 1, 2022 pursuant to the Equity Choice Plan and Buyout Equity Award.
  2. F2. The RSUs convert to Common Stock on a one-for-one basis.
  3. F3. Reflects shares withheld for taxes payable upon the vesting of RSUs.
  4. F4. The RSUs vested on September 1, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Deborah Borg report on Form 4 for IFF?
The filing reports vesting and settlement of RSUs that converted one-for-one to common shares and shares withheld for taxes; transactions occurred on 09/02/2025.

How many RSUs vested and converted for IFF insider Deborah Borg?
A total of 13,808 RSUs are reported as vested/settled (11,506 + 2,302) which convert to the same number of common shares.

How many shares were withheld for taxes and at what price?
6,050 shares were withheld/sold to cover taxes (1,176 and 5,874 lots) at a price of $66.55 per share.

What is Deborah Borg's beneficial ownership after the reported transactions?
The Form 4 shows beneficial ownership lines of 40,112 and 41,288 shares following the reported transactions, per the separate table lines in the filing.

Do these Form 4 transactions indicate discretionary insider selling?
No. The transactions are described as settlement of RSUs and withholding for taxes linked to vesting under the Equity Choice Plan and Buyout Equity Award, which are routine compensation events.
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*
Borg Deborah
(Last) (First) (Middle)
521 WEST 57TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
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, Chief Ppl&Culture Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 09/02/2025 M 11,506(1) A $0(2) 38,986 D
Common Stock 09/02/2025 M 2,302(1) A $0(2) 41,288 D
Common Stock 09/02/2025 F 1,176(3) D $66.55 40,112 D
Common Stock 09/02/2025 F 5,874(3) D $66.55 34,238 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 09/02/2025 M 2,302(1) (4) (4) Common Stock 2,302 (2) 26,432 D
Restricted Stock Units (2) 09/02/2025 M 11,506(1) (4) (4) Common Stock 11,506 (2) 14,926 D
Explanation of Responses:
1. Reflects vesting and settlement of Restricted Stock Units ("RSUs") granted on September 1, 2022 pursuant to the Equity Choice Plan and Buyout Equity Award.
2. The RSUs convert to Common Stock on a one-for-one basis.
3. Reflects shares withheld for taxes payable upon the vesting of RSUs.
4. The RSUs vested on September 1, 2025.
/s/ Chrystalla Potamitou, attorney in fact 09/03/2025
** 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.

Source: View Original Filing on SEC EDGAR