IFF (NYSE: IFF) CAO granted RSUs, exercises awards and covers taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

INTERNATIONAL FLAVORS & FRAGRANCES INC Controller & CAO Marc Birenkrant reported compensation-related equity activity. On April 1, 2026, he received a grant of 2,480 Restricted Stock Units (RSUs) that each convert into one share of common stock.

The new RSUs vest in three equal tranches on April 1, 2027, April 1, 2028 and April 1, 2029, subject to continued employment. On the same date, 473 previously granted RSUs vested and were exercised into 473 common shares at a reference price of $72.57 per share, with 171 of those shares withheld to cover tax obligations.

After these transactions, Birenkrant directly holds 3,945.15 shares of common stock, along with indirect holdings through a 401k plan and a Deferred Compensation Plan. The filing reflects routine equity compensation grants, vesting and tax withholding rather than open‑market share purchases or sales.

Insider Trade Summary

473 shares exercised/converted

Mixed 6 txns

Insider Birenkrant Marc

Role Controller & CAO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	2,480	$0.00	--
Exercise	Restricted Stock Units	473	$72.57	$34K
Exercise	Common Stock	473	$0.00	--
Tax Withholding	Common Stock	171	$72.57	$12K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 2,480 shares (Direct); Common Stock — 4,116.15 shares (Direct); Common Stock — 2,266.543 shares (Indirect, By 401k)

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. RSUs vest in three equal tranches with respect to the shares of Common Stock on each of April 1, 2027, April 1, 2028 and April 1, 2029, subject to continued employment with IFF. RSUs vested on April 1, 2026.

Key Figures

RSU grant: 2,480 RSUs RSUs vested: 473 RSUs Tax-withheld shares: 171 shares +4 more

7 metrics

RSU grant 2,480 RSUs Granted on April 1, 2026 to Controller & CAO

RSUs vested 473 RSUs Vested and converted to common stock on April 1, 2026

Tax-withheld shares 171 shares Withheld to cover taxes upon RSU vesting

Reference share price $72.57 per share Price used for RSU exercise and tax withholding

Direct common stock holdings 3,945.15 shares Directly held after April 1, 2026 transactions

401k indirect holdings 2,266.543 shares Indirectly held by 401k plan as of April 1, 2026

Deferred compensation holdings 3,431.7 shares Indirectly held by Deferred Compensation Plan

Key Terms

Restricted Stock Units, taxes payable upon the vesting, Deferred Compensation Plan, 401k, +1 more

5 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.

taxes payable upon the vesting financial

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

Deferred Compensation Plan financial

"Common Stock ... indirect ... 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

"Common Stock ... indirect ... 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.

vesting financial

"RSUs vest in three equal tranches ... subject to continued employment with IFF."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 04:13 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

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

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)
	Controller & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)
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	04/01/2026		M		473	A	$0⁽¹⁾	4,116.15	D
Common Stock	04/01/2026		F		171⁽²⁾	D	$72.57	3,945.15	D
Common Stock								2,266.543	I	By 401k
Common Stock								3,431.7	I	By 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)
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⁾	04/01/2026		A		2,480		⁽³⁾	⁽³⁾	Common Stock	2,480	⁽¹⁾	2,480	D
Restricted Stock Units	⁽¹⁾	04/01/2026		M			473	⁽⁴⁾	⁽⁴⁾	Common Stock	473	$72.57	2,007	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. RSUs vest in three equal tranches with respect to the shares of Common Stock on each of April 1, 2027, April 1, 2028 and April 1, 2029, subject to continued employment with IFF.

4. RSUs vested on April 1, 2026.

	/s/ Chrystalla Potamitou, attorney in fact	04/03/2026
	** 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 equity awards did IFF (IFF) Controller & CAO Marc Birenkrant receive?

Marc Birenkrant received a grant of 2,480 Restricted Stock Units (RSUs). Each RSU converts into one share of IFF common stock and vests in three equal annual tranches starting April 1, 2027, subject to his continued employment with the company.

How do the new RSUs for IFF (IFF) vest for Marc Birenkrant?

The 2,480 RSUs vest in three equal tranches on April 1, 2027, April 1, 2028 and April 1, 2029. Vesting is contingent on Birenkrant’s continued employment with International Flavors & Fragrances, aligning his compensation with long-term shareholder interests.

What RSUs vested and converted to IFF (IFF) common stock on April 1, 2026?

On April 1, 2026, 473 previously granted RSUs vested and converted into 473 shares of IFF common stock. This exercise reflects the settlement of earlier equity awards as they reached vesting, rather than an open-market stock purchase by the executive.

Why were some IFF (IFF) shares withheld in Marc Birenkrant’s Form 4 filing?

Of the 473 shares issued upon RSU vesting, 171 shares were withheld to pay taxes. This tax-withholding disposition at a reference price of $72.57 per share is a standard mechanism and does not represent an open-market sale of stock.

How many IFF (IFF) shares does Marc Birenkrant hold directly after these transactions?

Following the April 1, 2026 transactions, Marc Birenkrant directly holds 3,945.15 shares of IFF common stock. The Form 4 also reports additional indirect holdings through a 401k plan and a Deferred Compensation Plan, which are separate from his direct position.

Are the IFF (IFF) Form 4 transactions open-market buys or sells?

The reported transactions are not open-market trades. They reflect a grant of 2,480 RSUs, the vesting and conversion of 473 RSUs into common stock, and the withholding of 171 shares to cover taxes due at vesting, all typical compensation-related events.