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[10-Q] SENSIENT TECHNOLOGIES CORP Quarterly Earnings Report

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

Sensient Technologies (SXT) reported higher Q3 2025 results. Revenue was $412.1 million versus $392.6 million a year ago, helped by higher selling prices and a ~2% foreign exchange tailwind. Gross margin improved to 34.3%. Operating income rose to $57.7 million, and net earnings were $36.956 million. Diluted EPS was $0.87.

Year to date, revenue reached $1.22 billion versus $1.18 billion, with operating income of $168.9 million and diluted EPS of $2.56. Operating cash flow was $83.3 million for the nine months; capital spending was $57.8 million. Long‑term debt increased to $711.2 million from $613.5 million at year‑end.

The company advanced its Portfolio Optimization Plan, expecting approximately $48 million in total costs, with $44 million incurred through September 30, 2025, and targeted annual savings of $8–$10 million after 2025. It acquired Biolie SAS for $4.9 million to expand natural color capabilities. Liquidity actions included a $400 million revolving credit facility extended to June 2030, raising the receivables facility to $105 million through August 31, 2026, and issuing $60 million of senior notes at 4.83% due November 2029 to repay notes maturing November 2025. A $0.41 per‑share dividend was announced, payable December 1, 2025.

Positive
  • None.
Negative
  • None.

Insights

Solid Q3 with margin gains and prudent refinancing.

Sensient delivered Q3 revenue of $412.1M and diluted EPS of $0.87, with gross margin at 34.3%. Pricing supported growth while Portfolio Optimization Plan costs modestly weighed on reported margins.

Balance sheet moves reduce near‑term refinancing risk: a $400M revolver extended to June 2030, the receivables facility increased to $105M through Aug 31, 2026, and new senior notes of $60M at 4.83% due Nov 2029 repaid 2025 maturities.

The optimization plan totals about $48M (with $44M incurred), targeting annual savings of $8–$10M after 2025. Actual impact will depend on execution and input cost trends. The company declared a quarterly dividend of $0.41 per share payable Dec 1, 2025.


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:
September 30, 2025
 

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
to
 
Commission file number: 001-07626

Sensient Technologies Corporation
(Exact name of registrant as specified in its charter)

Wisconsin
 
39-0561070
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)

777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202-5304
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(414) 271-6755
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.10 per share
SXT
New York Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer  
Accelerated Filer
Non-Accelerated Filer
Smaller Reporting Company
Emerging Growth Company
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes     No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class
 
Outstanding at October 22, 2025
Common Stock, par value $0.10 per share
 
42,481,950



SENSIENT TECHNOLOGIES CORPORATION
INDEX

     
Page No.
       
PART I. FINANCIAL INFORMATION:
 
       
 
Item 1.
Financial Statements:
 
   

 
   
Consolidated Statements of Earnings ‑ Three and Nine Months Ended September 30, 2025 and 2024.
1
       
   
Consolidated Condensed Statements of Comprehensive Income ‑ Three and Nine Months Ended September 30, 2025 and 2024.
2
   

 
   
Consolidated Balance Sheets - September 30, 2025 and December 31, 2024.
3
       
   
Consolidated Statements of Cash Flows ‑ Nine Months Ended September 30, 2025 and 2024.
4
   


   
Consolidated Statements of Shareholders’ Equity ‑ Three and Nine Months Ended September 30, 2025 and 2024.
5
       
   
Notes to Consolidated Condensed Financial Statements.
6
       
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
16
   


 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
22
       
 
Item 4.
Controls and Procedures.
22
       
PART II. OTHER INFORMATION:
 
       
 
Item 1.
Legal Proceedings.
22
       
 
Item 1A.
Risk Factors.
22
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
22
       
 
Item 5.
Other Information
23
       
 
Item 6.
Exhibits.
23
       
   
Exhibit Index.
24
       
   
Signatures.
25


Index
PART I.
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS

SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands except per share amounts)
(Unaudited)

 
Three Months
Ended September 30,
   
Nine Months
Ended September 30,
 
   
2025
   
2024
   
2025
   
2024
 
                         
Revenue
 
$
412,109
   
$
392,613
   
$
1,218,664
   
$
1,180,808
 
Cost of products sold
   
270,767
     
262,209
     
802,713
     
793,133
 
Selling and administrative expenses
   
83,636
     
79,884
     
247,009
     
238,092
 
Operating income
   
57,706
     
50,520
     
168,942
     
149,583
 
Interest expense
   
7,328
     
7,696
     
22,060
     
22,394
 
Earnings before income taxes
   
50,378
     
42,824
     
146,882
     
127,189
 
Income taxes
   
13,422
     
10,134
     
37,877
     
32,627
 
Net earnings
 
$
36,956
   
$
32,690
   
$
109,005
   
$
94,562
 
                                 
Weighted average number of common shares outstanding:
                               
Basic
   
42,248
     
42,159
     
42,231
     
42,139
 
Diluted
   
42,665
     
42,429
     
42,570
     
42,377
 
                                 
Earnings per common share:
                               
Basic
 
$
0.87
   
$
0.78
   
$
2.58
   
$
2.24
 
Diluted
 
$
0.87
   
$
0.77
   
$
2.56
   
$
2.23
 
                                 
Dividends declared and paid per common share
 
$
0.41
   
$
0.41
   
$
1.23
   
$
1.23
 

See accompanying notes to consolidated condensed financial statements.

1

Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
 
2025
 
2024
 
2025
 
2024
 
                 
Comprehensive income
 
$
36,591
   
$
38,257
   
$
162,000
   
$
74,069
 

See accompanying notes to consolidated condensed financial statements.

2

Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)

Assets  
September 30,
2025
(Unaudited)
   
December 31,
2024
 
Current Assets:
           
Cash and cash equivalents
 
$
42,669
   
$
26,626
 
Trade accounts receivable
   
323,387
     
290,087
 
Inventories
   
653,718
     
600,302
 
Prepaid expenses and other current assets
   
51,728
     
44,871
 
Fixed assets held for sale
    1,595       -  
                 
Total current assets
   
1,073,097
     
961,886
 
                 
Other assets
   
102,312
     
96,276
 
Deferred tax assets
   
65,741
     
50,387
 
Intangible assets, net
   
10,464
     
11,883
 
Goodwill
   
439,438
     
411,775
 
Property, Plant, and Equipment:
               
Land
   
34,449
     
32,369
 
Buildings
   
361,475
     
351,171
 
Machinery and equipment
   
849,283
     
804,385
 
Construction in progress
   
70,631
     
43,929
 
     
1,315,838
     
1,231,854
 
Less accumulated depreciation
   
(797,349
)
   
(740,267
)
     
518,489
     
491,587
 
                 
Total assets
 
$
2,209,541
   
$
2,023,794
 
                 
Liabilities and ShareholdersEquity
               
                 
Current Liabilities:
               
Trade accounts payable
 
$
122,878
   
$
139,052
 
Accrued salaries, wages, and withholdings from employees
   
39,295
     
47,470
 
Other accrued expenses
   
63,064
     
52,026
 
Income taxes
   
7,674
     
12,243
 
Short-term borrowings
   
777
     
19,848
 
                 
Total current liabilities
   
233,688
     
270,639
 
                 
Deferred tax liabilities
   
15,037
     
14,607
 
Other liabilities
   
42,447
     
39,540
 
Accrued employee and retiree benefits
   
27,031
     
24,499
 
Long-term debt
   
711,177
     
613,523
 
Shareholders’ Equity:
               
Common stock
   
5,396
     
5,396
 
Additional paid-in capital
   
123,059
     
117,500
 
Earnings reinvested in the business
   
1,838,948
     
1,782,139
 
Treasury stock, at cost
   
(613,398
)
   
(617,210
)
Accumulated other comprehensive loss
   
(173,844
)
   
(226,839
)
                 
Total shareholders’ equity
   
1,180,161
     
1,060,986
 
                 
Total liabilities and shareholders’ equity
 
$
2,209,541
   
$
2,023,794
 

See accompanying notes to consolidated condensed financial statements.

3

Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 
Nine Months
Ended September 30,
 
   
2025
   
2024
 
             
Cash flows from operating activities:
           
Net earnings
 
$
109,005
   
$
94,562
 
Adjustments to arrive at net cash provided by operating activities:
               
Depreciation and amortization
   
45,890
     
45,185
 
Share-based compensation expense
   
10,584
     
6,980
 
Net loss (gain) on assets
   
166
     
(210
)
Portfolio Optimization Plan costs
    2,107       1,406  
Deferred income taxes
   
3,899
     
(11,117
)
Changes in operating assets and liabilities:
               
Trade accounts receivable
   
(19,716
)
   
(32,138
)
Inventories
   
(35,609
)
   
14,902
 
Prepaid expenses and other assets
   
(9,160
)
   
221
 
Accounts payable and other accrued expenses
   
(10,973
)
   
(4,664
)
Accrued salaries, wages, and withholdings from employees
   
(9,781
)
   
16,769
 
Income taxes
   
(5,076
)
   
854
 
Other liabilities
   
1,927
     
3,011
 
                 
Net cash provided by operating activities
   
83,263
     
135,761
 
                 
Cash flows from investing activities:
               
Acquisition of property, plant, and equipment
   
(57,788
)
   
(36,088
)
Proceeds from sale of assets
   
397
     
338
 
Acquisition of new business
    (4,867 )     -  
Other investing activities
   
1,260
     
(1,444
)
                 
Net cash used in investing activities
   
(60,998
)
   
(37,194
)
                 
Cash flows from financing activities:
               
Proceeds from additional borrowings
   
125,619
     
134,432
 
Debt payments
   
(84,662
)
   
(154,219
)
Dividends paid
   
(52,196
)
   
(52,034
)
Other financing activities
   
(2,648
)
   
(3,317
)
                 
Net cash used in financing activities
   
(13,887
)
   
(75,138
)
                 
Effect of exchange rate changes on cash and cash equivalents
   
7,665
     
(15,394
)
                 
Net increase in cash and cash equivalents
   
16,043
     
8,035
 
Cash and cash equivalents at beginning of period
   
26,626
     
28,934
 
                 
Cash and cash equivalents at end of period
 
$
42,669
   
$
36,969
 

See accompanying notes to consolidated condensed financial statements.

4

Index
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share and per share amounts)
(Unaudited)

Three Months Ended September 30, 2025
    
Common
Stock
       
Additional
Paid-In
Capital
     
Earnings
Reinvested
in the
Business
    
Treasury Stock
     
Accumulated
Other
Comprehensive
Income (Loss)
     
Total
Equity
  
  Shares     Amount
Balances at June 30, 2025
 
$
5,396
   
$
119,114
   
$
1,819,488
     
11,706,566
   
$
(613,398
)
 
$
(173,479
)
 
$
1,157,121
 
Net earnings
   
-
     
-
     
36,956
     
-
     
-
     
-
     
36,956
 
Other comprehensive loss
   
-
     
-
     
-
     
-
     
-
     
(365
)
   
(365
)
Cash dividends paid – $0.41 per share
   
-
     
-
     
(17,496
)
   
-
     
-
     
-
     
(17,496
)
Share-based compensation
   
-
     
3,945
     
-
     
-
     
-
     
-
     
3,945
 
Balances at September 30, 2025
 
$
5,396
   
$
123,059
   
$
1,838,948
     
11,706,566
   
$
(613,398
)
 
$
(173,844
)
 
$
1,180,161
 

Three Months Ended September 30, 2024
                                         
Balances at June 30, 2024
 
$
5,396
   
$
114,730
   
$
1,754,059
     
11,798,853
   
$
(618,233
)
 
$
(198,177
)
 
$
1,057,775
 
Net earnings
   
-
     
-
     
32,690
     
-
     
-
     
-
     
32,690
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
-
     
5,567
   
5,567
Cash dividends paid – $0.41 per share
   
-
     
-
     
(17,349
)
   
-
     
-
     
-
     
(17,349
)
Share-based compensation
   
-
     
2,069
     
-
     
-
     
-
     
-
     
2,069
 
Non-vested stock issued upon vesting     -       (390 )     -       (7,438 )     390       -       -  
Other
    -       (106 )     -       3,719       (195 )     -       (301 )
Balances at September 30, 2024
 
$
5,396
   
$
116,303
   
$
1,769,400
     
11,795,134
   
$
(618,038
)
 
$
(192,610
)
 
$
1,080,451
 

Nine Months Ended September 30, 2025  
                                         
Balances at December 31, 2024
 
$
5,396
   
$
117,500
   
$
1,782,139
     
11,779,321
   
$
(617,210
)
 
$
(226,839
)
 
$
1,060,986
 
Net earnings
   
-
     
-
     
109,005
     
-
     
-
     
-
     
109,005
 
Other comprehensive income
   
-
     
-
     
-
     
-
     
-
     
52,995
     
52,995
 
Cash dividends paid – $1.23 per share
   
-
     
-
     
(52,196
)
   
-
     
-
     
-
     
(52,196
)
Share-based compensation
   
-
     
10,584
     
-
     
-
     
-
     
-
     
10,584
 
Non-vested stock issued upon vesting
   
-
     
(4,606
)
   
-
     
(87,916
)
   
4,606
     
-
     
-
 
Benefit plans
   
-
     
394
     
-
     
(19,899
)
   
1,043
     
-
     
1,437
 
Other
   
-
     
(813
)
   
-
     
35,060
     
(1,837
)
   
-
     
(2,650
)
Balances at September 30, 2025
 
$
5,396
   
$
123,059
   
$
1,838,948
     
11,706,566
   
$
(613,398
)
 
$
(173,844
)
 
$
1,180,161
 

Nine Months Ended September 30, 2024  
                                         
Balances at December 31, 2023
 
$
5,396
   
$
115,941
   
$
1,726,872
     
11,885,398
   
$
(622,768
)
 
$
(172,117
)
 
$
1,053,324
 
Net earnings
   
-
     
-
     
94,562
     
-
     
-
     
-
     
94,562
 
Other comprehensive loss
   
-
     
-
     
-
     
-
     
-
     
(20,493
)
   
(20,493
)
Cash dividends paid – $1.23 per share
   
-
     
-
     
(52,034
)
   
-
     
-
     
-
     
(52,034
)
Share-based compensation
   
-
     
6,980
     
-
     
-
     
-
     
-
     
6,980
 
Non-vested stock issued upon vesting
   
-
     
(6,283
)
   
-
     
(119,910
)
   
6,283
     
-
     
-
 
Benefit plans
   
-
     
299
     
-
     
(21,405
)
   
1,122
     
-
     
1,421
 
Other
   
-
     
(634
)
   
-
     
51,051
     
(2,675
)
   
-
     
(3,309
)
Balances at September 30, 2024
 
$
5,396
   
$
116,303
   
$
1,769,400
     
11,795,134
   
$
(618,038
)
 
$
(192,610
)
 
$
1,080,451
 

See accompanying notes to consolidated condensed financial statements.

5

Index
SENSIENT TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

1.
Accounting Policies

In the opinion of Sensient Technologies Corporation (the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) that are necessary to present fairly the financial position of the Company as of September 30, 2025, and the results of operations, comprehensive income, and shareholders’ equity for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Expenses are charged to operations in the period incurred.

Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (CODM). In addition, this ASU requires the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard in the fourth quarter of 2024 using a retrospective transition method, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This ASU will also require the Company to disaggregate its income taxes paid disclosure by federal, state, and foreign taxes, with further disaggregation required for significant individual jurisdictions. This ASU is effective for fiscal years beginning after December 15, 2024. The Company will adopt this ASU in the fourth quarter of 2025 using a prospective transition method. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements and its related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses, which will require the Company to disclose disaggregated information about certain income statement expense line items. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements and its related disclosures.

Please refer to the notes in the Company’s annual consolidated financial statements for the year ended December 31, 2024, for additional details of the Company’s financial condition and a description of the Company’s accounting policies, which have been continued without change.

2.
Acquisition

On February 14, 2025, the Company acquired Biolie SAS, a natural color extraction business located in France. The Company paid $4.9 million in cash for this acquisition, which is net of $0.2 million in debt assumed. The assets acquired and liabilities assumed were recorded at their estimated fair value as of the acquisition date. The Company acquired net assets of $0.3 million, with the remaining $4.6 million allocated to goodwill. This business is part of the Color segment.

3.
Portfolio Optimization Plan

During the fourth quarter of 2023, the Board of Directors of the Company approved a plan to undertake an effort to optimize certain production facilities and improve efficiencies within the Company (Portfolio Optimization Plan). As part of the Portfolio Optimization Plan, in the Flavors & Extracts segment, the Company evaluated the closure of its manufacturing facility in Felinfach, Wales, United Kingdom, the closure of its sales office in Granada, Spain, and the centralization and elimination of certain selling and administrative positions. In addition, in the Color segment, the Company evaluated the closure of a manufacturing facility in Delta, British Columbia, Canada, the closure of a sales office in Argentina, and centralizing and eliminating certain production positions and selling and administrative positions. The Company reports all costs associated with the Portfolio Optimization Plan in the Corporate & Other segment.

6

Index
The Company’s Felinfach site was shut down in May 2025, and all production activities have been transferred to other locations. The Company began marketing the Felinfach site for sale in June 2025. As a result, the Company met all of the assets held for sale criteria for the Felinfach land and building assets in June 2025, which have been recorded as the only balance in Fixed assets held for sale on the Company’s Consolidated Balance Sheets. The Company has substantially completed all other actions contemplated under the Portfolio Optimization Plan in accordance with local laws.

The Company recorded $2.5 million of accrued liabilities in Other Accrued Expenses on the Company’s Consolidated Balance Sheets related to the Portfolio Optimization Plan as of December 31, 2024. The amount of accrued liabilities recorded in Other Accrued Expenses on the Company’s Consolidated Balance Sheets related to the Portfolio Optimization Plan was immaterial as of September 30, 2025. The Company expects the Portfolio Optimization Plan will cost approximately $48 million, of which $44 million has been incurred through September 30, 2025, primarily related to non-cash impairment charges and employee separation costs. We anticipate that the Portfolio Optimization Plan will reduce annual operating costs by approximately $8 million to $10 million, with the full benefit expected to be achieved after 2025. The Company reduced headcount by approximately 100 positions, primarily in the Flavors & Extracts and Color segments, related to certain production and selling and administrative positions.

The following table summarizes the Portfolio Optimization Plan expenses by segment for the three months ended September 30, 2025:

 
(In thousands)
 
Flavors &
Extracts
   
Color
   
Consolidated
 
Non-cash impairment charges – Selling and administrative expenses
  $ 584     $ -     $ 584  
Non-cash charges – Cost of products sold
    249       -       249  
Employee separation – Selling and administrative expenses
   
16
     
-
     
16
 
Other production costs – Cost of products sold
    400       -       400  
Other costs – Selling and administrative expenses(1)
   
1,955
     
119
     
2,074
 
Total
 
$
3,204
   
$
119
   
$
3,323
 


(1) Other costs include professional services, decommissioning costs, and other related costs.
 
The following table summarizes the Portfolio Optimization Plan expenses by segment for the nine months ended September 30, 2025:

 
(In thousands)
 
Flavors &
Extracts
   

Color
   
Corporate
& Other
   
Consolidated
 
Non-cash impairment charges – Selling and administrative expenses
 
$
701
   
$
-
   
$
-
   
$
701
 
Non-cash charges – Cost of products sold
   
1,430
     
-
     
-
     
1,430
 
Employee separation – Selling and administrative expenses
   
496
     
8
     
-
     
504
 
Other production costs – Cost of products sold
    2,822       -       -       2,822  
Other costs – Selling and administrative expenses(1)
   
3,683
     
221
     
165
     
4,069
 
Total
 
$
9,132
   
$
229
   
$
165
   
$
9,526
 


(1) Other costs include professional services, decommissioning costs, and other related costs.

7

Index
The following table summarizes the Portfolio Optimization Plan expenses by segment for the three months ended September 30, 2024:

(In thousands)
   
Flavors &
Extracts
      Color
     
Corporate
& Other
      Consolidated
 
Employee separation – Selling and administrative expenses
  $
490
    $
68
    $
-
    $
558
 
Other production costs – Cost of products sold
   
209
     
-
     
-
     
209
 
Other costs – Selling and administrative expenses(1)
   
447
     
9
     
(12
)
   
444
 
Total
 
$
1,146
   
$
77
   
$
(12
)
 
$
1,211
 


(1) Other costs include professional services, accelerated depreciation, and other related costs.

The following table summarizes the Portfolio Optimization Plan expenses by segment for the nine months ended September 30, 2024:

(In thousands)
 
Flavors &
Extracts
    Color    
Corporate
& Other
    Consolidated  
Non-cash impairment charges – Selling and administrative expenses
 
$
-
   
$
1,129
   
$
-
   
$
1,129
 
Non-cash charges – Cost of products sold
   
408
     
(194
)
   
-
     
214
 
Employee separation – Selling and administrative expenses
   
1,341
     
594
     
28
     
1,963
 
Other production costs – Cost of products sold
   
309
     
-
     
-
     
309
 
Other costs – Selling and administrative expenses(1)
   
1,506
     
693
     
(39
)
   
2,160
 
Total
 
$
3,564
   
$
2,222
   
$
(11
)
 
$
5,775
 


(1)
Other costs include professional services, decommissioning costs, accelerated depreciation, accelerated lease costs, and other related costs.

4.
Trade Accounts Receivable

Trade accounts receivables are recorded at their face amount, less an allowance for expected losses on doubtful accounts. The allowance for doubtful accounts is calculated based on customer-specific analysis and an aging methodology using historical loss information. The Company believes historical loss information is a reasonable basis for expected credit losses as the Company’s historical credit loss experience correlates with its customer delinquency status. This information is also adjusted for any known current economic conditions. Forecasted economic conditions have not had a significant impact on the current credit loss estimate due to the short-term nature of the Company’s customer receivables; however, the Company will continue to monitor and evaluate the rapidly changing economic conditions. Additionally, as the Company only has one portfolio segment, there are not different risks between portfolios. Specific accounts are written off against the allowance for doubtful accounts when the receivable is deemed no longer collectible.

The following table summarizes the changes in the allowance for doubtful accounts during the three and nine month periods ended September 30, 2025 and 2024:

(In thousands)
Three Months Ended September 30, 2025
 
Allowance for
Doubtful Accounts
 
Balance at June 30, 2025
 
$
5,612
 
Provision for expected credit losses
   
120
 
Accounts written off
   
(344
)
Translation and other activity
   
1
Balance at September 30, 2025
 
$
5,389
 

(In thousands)
Three Months Ended September 30, 2024
 
Allowance for
Doubtful Accounts
 
Balance at June 30, 2024
 
$
4,275
 
Provision for expected credit losses
   
410
 
Accounts written off
   
(56
)
Translation and other activity
   
71
Balance at September 30, 2024
 
$
4,700
 

8

Index
(In thousands)
Nine Months Ended September 30, 2025
 
Allowance for
Doubtful Accounts
 
Balance at December 31, 2024
 
$
5,023
 
Provision for expected credit losses
   
864
 
Accounts written off
   
(809
)
Translation and other activity
   
311
Balance at September 30, 2025
 
$
5,389
 

(In thousands)
Nine Months Ended September 30, 2024
 
Allowance for
Doubtful Accounts
 
Balance at December 31, 2023
 
$
4,373
 
Provision for expected credit losses
   
1,213
 
Accounts written off
    (808 )
Translation and other activity
    (78 )
Balance at September 30, 2024
  $ 4,700  

5.
Inventories
 
At September 30, 2025, and December 31, 2024, inventories included finished and in-process products totaling $472.0 million and $426.8 million, respectively, and raw materials and supplies of $181.7 million and $173.5 million, respectively.

6.
Debt

On June 13, 2025, the Company entered into a Fourth Amended and Restated Credit Agreement (Credit Agreement). The Credit Agreement provides for a $400 million senior unsecured revolving credit facility, with up to $20 million of the facility being available as a sub-facility for standby and commercial letters of credit and sub-limits of up to $50 million on swing line loans. The Credit Agreement amended and restated the Company’s Third Amended and Restated Credit Agreement to, among other things, (i) increase the aggregate revolving commitment amount from $350 million to $400 million, (ii) increase the incremental revolving commitment from $100 million to $150 million, (iii) extend the maturity of the Company’s revolving credit facility from May 2026 to June 2030, and (iv) modify certain other provisions. Funds are available in U.S. dollars, Euros, English pounds, and other major currencies. Proceeds from the facility will be used to refinance existing indebtedness of the Company, for working capital, and other general corporate purpose needs, including capital expenditures, of the Company.


On June 13, 2025, the Company also amended its term loan agreement with PNC Bank, N.A. to extend the maturity date from November 2025 to June 2027.


On June 30, 2025, the Company entered into Amendment No. 12 (Receivables Amendment) to the Receivables Purchase Agreement, dated October 3, 2016. The Receivables Amendment amends the Receivables Purchase Agreement to, among other things, (i) increase the facility limit from $85 million to $105 million and (ii) extend the termination date of the Receivables Purchase Agreement from August 29, 2025 to August 31, 2026.

On November 3, 2025, the Company entered into an Amended and Restated Consolidated Note Purchase and Master Note Agreement (Master Note Agreement) with the purchasers named therein. The Master Note Agreement consolidates all existing senior note purchase agreements of the Company into a single senior note purchase agreement and concurrently amends and restates the note purchase agreement to be in the form of the Master Note Agreement. The Master Note Agreement provides a framework for the issuance of up to an aggregate of $825 million of notes, including the existing outstanding senior notes, with a three-year draw period, but does not include commitments by any purchaser to purchase additional notes beyond those already outstanding. The notes drawn during this period can have maturity dates up to 12 years from the date of issuance.

On November 3, 2025, the Company issued $60 million of U.S. dollar-denominated senior notes under the Master Note Agreement, maturing in November 2029 and bearing an interest rate of 4.83%. The proceeds were used to repay the Company’s existing $25 million 4.19% senior notes due November 1, 2025 and £25 million 2.76% senior notes due November 1, 2025.

9

Index
7.
Fair Value

Accounting Standards Codification 820, Fair Value Measurement, defines fair value for financial assets and liabilities, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. The carrying values of the Company’s cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses, and short-term borrowings were approximately the same as the fair values as of September 30, 2025 and December 31, 2024. The net fair value of the forward exchange contracts based on current pricing obtained for comparable derivative products (Level 2 inputs) was an asset of $0.7 million and a liability of $0.8 million as of September 30, 2025 and December 31, 2024, respectively. The fair value of the Company’s long-term debt, including the portions of long-term debt classified as Short-term borrowings on the Company’s Consolidated Balance Sheets, is estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements (Level 2 inputs). The carrying value of the long-term debt at September 30, 2025 and December 31, 2024, was $711.4 million and $613.7 million, respectively. The fair value of the long-term debt at September 30, 2025 and December 31, 2024, was $722.2 million and $622.0 million, respectively.

8.
Segment Information

The Company evaluates performance based on operating income before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders); restructuring and other charges, including Portfolio Optimization Plan costs; interest expense; and income taxes (segment operating income). Total revenue and segment operating income by business segment and geographic region include both sales to customers, as reported in the Company’s Consolidated Statements of Earnings, and intersegment sales, which are accounted for at prices that approximate market prices and are eliminated in consolidation.

Assets by business segment and geographic region are those assets used in the Company’s operations in each segment and geographic region. Segment assets reflect the allocation of goodwill to each segment. Corporate & Other assets consist primarily of accounts receivables from the securitization program, investments, deferred tax assets, and fixed assets.

In the third quarter of 2025, the Company changed the name of its Natural Ingredients product line to Agricultural Ingredients within the Flavors & Extracts segment to clearly distinguish it from the natural color activities within the Food & Pharmaceutical Colors product line within the Color segment.

The Company determines its operating segments based on information utilized by its chief operating decision maker (CODM) to allocate resources and assess performance. The Company’s CODM is the President and Chief Executive Officer. The CODM uses segment operating income or loss to allocate resources, which includes employees, financial, or capital resources, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual and year-over-year variances on a monthly basis for segment operating income or loss when allocating capital and personnel resources to the segments. Segment performance is evaluated based on operating income of the respective business units before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders) and restructuring and other charges, including the Portfolio Optimization Plan costs, which are reported in Corporate & Other.

The Company’s three reportable segments are the Flavors & Extracts and Color segments, which are both managed on a product line basis, and the Asia Pacific segment, which is managed on a geographic basis. The Company’s Flavors & Extracts segment produces flavor, extracts, and essential oils products that impart a desired taste, texture, aroma, or other characteristics to a broad range of consumer and other products. The Color segment produces natural and synthetic color systems for foods, beverages, pharmaceuticals, and nutraceuticals; colors, ingredients, and systems for personal care; and technical colors for industrial applications. The Asia Pacific segment is managed on a geographic basis and produces and distributes color, flavor, and essential oils products for the Asia Pacific countries. The Company’s corporate expenses, share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders), and restructuring and other charges, including Portfolio Optimization Plan costs, are included in the “Corporate & Other” category.

10

Index
Operating results by segment for the periods presented are as follows:

 (In thousands)  
Flavors &
Extracts
   
Color
   
Asia Pacific
   
Corporate
& Other
   
Consolidated
 
Three months ended September 30, 2025:
                             
Total segment revenue
  $
202,970
    $
178,156
    $
42,082
    $
-
    $
423,208
 
Intersegment revenue
   
(5,973
)
   
(4,995
)
   
(131
)
   
-
     
(11,099
)
Consolidated revenue from external customers
   
196,997
     
173,161
     
41,951
     
-
     
412,109
 
Cost of products sold
   
143,055
     
102,828
     
24,235
     
649
     
270,767
 
Selling and administrative expense
   
25,904
     
32,599
     
8,175
     
16,958
     
83,636
 
Operating income (loss)
   
28,038
     
37,734
     
9,541
     
(17,607
)
   
57,706
 
Interest expense
                                   
7,328
 
Earnings before income taxes
                                  $
50,378
 
                                         
Assets
   
884,996
     
886,367
     
129,655
     
308,523
     
2,209,541
 
Capital expenditures
   
10,648
     
7,196
     
584
     
1,325
     
19,753
 
Depreciation and amortization
   
7,736
     
6,249
     
604
     
967
     
15,556
 
                                         
Three months ended September 30, 2024:
                                       
Total segment revenue
  $
203,279
    $
162,080
    $
41,778
    $
-
    $
407,137
 
Intersegment revenue
   
(9,057
)
   
(5,408
)
   
(59
)
   
-
     
(14,524
)
Consolidated revenue from external customers
   
194,222
     
156,672
     
41,719
     
-
     
392,613
 
Cost of products sold
   
141,699
     
95,852
     
24,449
     
209
     
262,209
 
Selling and administrative expense
   
26,661
     
31,014
     
7,963
     
14,246
     
79,884
 
Operating income (loss)
   
25,862
     
29,806
     
9,307
     
(14,455
)
   
50,520
 
Interest expense
                                   
7,696
 
Earnings before income taxes
                                  $
42,824
 
                                         
Assets
   
774,896
     
844,165
     
129,904
     
293,647
     
2,042,612
 
Capital expenditures
   
7,229
     
4,049
     
371
     
1,589
     
13,238
 
Depreciation and amortization
   
7,576
     
6,236
     
623
     
1,025
     
15,460
 

 
(In thousands)
 
Flavors &
Extracts
   
Color
   
Asia Pacific
   
Corporate
& Other
   
Consolidated
 
Nine months ended September 30, 2025:
                             
Total segment revenue
 
$
599,902
   
$
525,188
   
$
126,727
   
$
-
   
$
1,251,817
 
Intersegment revenue
   
(17,626
)
   
(15,319
)
   
(208
)
   
-
     
(33,153
)
Consolidated revenue from external customers
   
582,276
     
509,869
     
126,519
     
-
     
1,218,664
 
Cost of products sold
   
423,614
     
301,027
     
73,820
     
4,252
     
802,713
 
Selling and administrative expense
   
77,129
     
97,334
     
24,773
     
47,773
     
247,009
 
Operating income (loss)
   
81,533
     
111,508
     
27,926
     
(52,025
)
   
168,942
 
Interest expense
                                   
22,060
 
Earnings before income taxes
                                 
$
146,882
 
                                         
Assets
   
884,996
     
886,367
     
129,655
     
308,523
     
2,209,541
 
Capital expenditures
   
37,655
     
15,677
     
1,188
     
3,268
     
57,788
 
Depreciation and amortization
   
23,052
     
18,247
     
1,722
     
2,869
     
45,890
 
                                         
Nine months ended September 30, 2024:
                                       
Total segment revenue
 
$
605,584
   
$
489,805
   
$
120,664
   
$
-
   
$
1,216,053
 
Intersegment revenue
   
(21,320
)
   
(13,844
)
   
(81
)
   
-
     
(35,245
)
Consolidated revenue from external customers
   
584,264
     
475,961
     
120,583
     
-
     
1,180,808
 
Cost of products sold
   
430,027
     
291,204
     
71,379
     
523
     
793,133
 
Selling and administrative expense
   
78,488
     
91,770
     
23,241
     
44,593
     
238,092
 
Operating income (loss)
   
75,749
     
92,987
     
25,963
     
(45,116
)
   
149,583
 
Interest expense
                                   
22,394
 
Earnings before income taxes
                                 
$
127,189
 
                                         
Assets
   
774,896
     
844,165
     
129,904
     
293,647
     
2,042,612
 
Capital expenditures
   
16,727
     
14,108
     
1,635
     
3,618
     
36,088
 
Depreciation and amortization
   
22,834
     
17,425
     
1,876
     
3,050
     
45,185
 

11

Index
Product Lines

(In thousands)
 
Flavors &
Extracts
   
Color
   
Asia Pacific
   
Consolidated
 
Three months ended September 30, 2025:
                       
Flavors, Extracts & Flavor Ingredients
 
$
136,831
   
$
-
   
$
-
   
$
136,831
 
Agricultural Ingredients
   
66,139
     
-
     
-
     
66,139
 
Food & Pharmaceutical Colors
   
-
     
133,548
     
-
     
133,548
 
Personal Care
   
-
     
44,608
     
-
     
44,608
 
Asia Pacific
   
-
     
-
     
42,082
     
42,082
 
Intersegment Revenue
   
(5,973
)
   
(4,995
)
   
(131
)
   
(11,099
)
Total revenue from external customers
 
$
196,997
   
$
173,161
   
$
41,951
   
$
412,109
 
                                 
Three months ended September 30, 2024:
                               
Flavors, Extracts & Flavor Ingredients
 
$
128,990
   
$
-
   
$
-
   
$
128,990
 
Agricultural Ingredients
   
74,289
     
-
     
-
     
74,289
 
Food & Pharmaceutical Colors
   
-
     
118,883
     
-
     
118,883
 
Personal Care
   
-
     
43,197
     
-
     
43,197
 
Asia Pacific
   
-
     
-
     
41,778
     
41,778
 
Intersegment Revenue
   
(9,057
)
   
(5,408
)
   
(59
)
   
(14,524
)
Total revenue from external customers
 
$
194,222
   
$
156,672
   
$
41,719
   
$
392,613
 

(In thousands)
 
Flavors &
Extracts
   
Color
   
Asia Pacific
   
Consolidated
 
Nine months ended September 30, 2025:
                       
Flavors, Extracts & Flavor Ingredients
 
$
408,748
   
$
-
   
$
-
   
$
408,748
 
Agricultural Ingredients
   
191,154
     
-
     
-
     
191,154
 
Food & Pharmaceutical Colors
   
-
     
394,525
     
-
     
394,525
 
Personal Care
   
-
     
130,663
     
-
     
130,663
 
Asia Pacific
   
-
     
-
     
126,727
     
126,727
 
Intersegment Revenue
   
(17,626
)
   
(15,319
)
   
(208
)
   
(33,153
)
Total revenue from external customers
 
$
582,276
   
$
509,869
   
$
126,519
   
$
1,218,664
 
                                 
Nine months ended September 30, 2024:
                               
Flavors, Extracts & Flavor Ingredients
 
$
388,544
   
$
-
   
$
-
   
$
388,544
 
Agricultural Ingredients
   
217,040
     
-
     
-
     
217,040
 
Food & Pharmaceutical Colors
   
-
     
361,268
     
-
     
361,268
 
Personal Care
   
-
     
128,537
     
-
     
128,537
 
Asia Pacific
   
-
     
-
     
120,664
     
120,664
 
Intersegment Revenue
   
(21,320
)
   
(13,844
)
   
(81
)
   
(35,245
)
Total revenue from external customers
 
$
584,264
   
$
475,961
   
$
120,583
   
$
1,180,808
 

Geographic Markets

(In thousands)
 
Flavors &
Extracts
   
Color
   
Asia Pacific
   
Consolidated
 
Three months ended September 30, 2025:
                       
North America
 
$
154,755
   
$
84,367
   
$
41
   
$
239,163
 
Europe
   
31,824
     
50,270
     
9
     
82,103
 
Asia Pacific
   
3,743
     
16,774
     
41,483
     
62,000
 
Other
   
6,675
     
21,750
     
418
     
28,843
 
Total revenue from external customers
 
$
196,997
   
$
173,161
   
$
41,951
   
$
412,109
 
                                 
Three months ended September 30, 2024:
                               
North America
 
$
152,753
   
$
78,187
   
$
15
   
$
230,955
 
Europe
   
30,908
     
37,089
     
32
     
68,029
 
Asia Pacific
   
4,500
     
16,477
     
40,101
     
61,078
 
Other
   
6,061
     
24,919
     
1,571
     
32,551
 
Total revenue from external customers
 
$
194,222
   
$
156,672
   
$
41,719
   
$
392,613
 

12

Index
(In thousands)
 
Flavors &
Extracts
   
Color
   
Asia Pacific
   
Consolidated
 
Nine months ended September 30, 2025:
                       
North America
 
$
456,674
   
$
247,438
   
$
56
   
$
704,168
 
Europe
   
93,265
     
148,679
     
47
     
241,991
 
Asia Pacific
   
12,987
     
50,448
     
123,325
     
186,760
 
Other
   
19,350
     
63,304
     
3,091
     
85,745
 
Total revenue from external customers
 
$
582,276
   
$
509,869
   
$
126,519
   
$
1,218,664
 
                                 
Nine months ended September 30, 2024:
                               
North America
 
$
456,355
   
$
235,842
   
$
97
   
$
692,294
 
Europe
   
95,129
     
129,076
     
138
     
224,343
 
Asia Pacific
   
13,309
     
49,544
     
115,803
     
178,656
 
Other
   
19,471
     
61,499
     
4,545
     
85,515
 
Total revenue from external customers
 
$
584,264
   
$
475,961
   
$
120,583
   
$
1,180,808
 

9.
Retirement Plans
 
The Company’s components of annual benefit cost for the defined benefit plans for the periods presented are as follows:
 

 
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
(In thousands)
 
2025
   
2024
   
2025
   
2024
 
Service cost
 
$
381
   
$
430
   
$
1,126
   
$
1,311
 
Interest cost
   
461
     
459
     
1,360
     
1,389
 
Expected return on plan assets
   
(280
)
   
(252
)
   
(821
)
   
(754
)
Recognized actuarial gain
   
(70
)
   
(91
)
   
(213
)
   
(273
)
Total defined benefit expense
 
$
492
   
$
546
   
$
1,452
   
$
1,673
 
 
The Company’s non-service cost portion of defined benefit expense is recorded in Interest Expense on the Company’s Consolidated Statements of Earnings. The Company’s service cost portion of defined benefit expense is recorded in Selling and Administrative Expenses on the Company’s Consolidated Statements of Earnings.

10.
Derivative Instruments and Hedging Activity

The Company may use forward exchange contracts and foreign currency denominated debt to manage its exposure to foreign exchange risk in order to reduce the effect of fluctuating foreign currencies on short-term foreign currency denominated intercompany transactions, non-functional currency raw material purchases, non-functional currency sales, and other known foreign currency exposures. These forward exchange contracts generally have maturities of less than 18 months. The Company’s primary hedging activities and their accounting treatment are summarized below.

Forward exchange contracts – Certain forward exchange contracts have been designated as cash flow hedges. The Company had $16.5 million and $70.3 million of forward exchange contracts designated as cash flow hedges outstanding as of September 30, 2025 and December 31, 2024, respectively. For the three months ended September 30, 2025 and 2024, the amounts reclassified into net earnings in the Company’s Consolidated Statements of Earnings that offset the underlying transactions’ impact on earnings in the same period were not material. For the nine months ended September 30, 2025, a gain of $1.1 million was reclassified into net earnings in the Company’s Consolidated Statements of Earnings that offset the underlying transactions’ impact on earnings in the same period. For the nine months ended September 30, 2024, the amount reclassified into net earnings in the Company’s Consolidated Statements of Earnings that offset the underlying transactions’ impact on earnings in the same period was not material. In addition, the Company utilizes forward exchange contracts that are not designated as cash flow hedges. The results of these transactions were not material to the financial statements of the Company.

13

Index
Net investment hedges – The Company has designated certain foreign currency denominated long-term borrowings as partial hedges of the Company’s foreign currency net asset positions. As of September 30, 2025 and December 31, 2024, the total value of the Company’s net investment hedges was $332.8 million and $295.3 million, respectively. These net investment hedges included Euro and British Pound denominated long-term debt. Changes in the fair value of this debt attributable to changes in the spot foreign exchange rate are recorded in foreign currency translation in Other Comprehensive Income (OCI). For the three months ended September 30, 2025 and 2024, the impact of foreign exchange rates on these debt instruments decreased debt by $2.1 million and increased debt by $12.6 million, respectively, which has been recorded as foreign currency translation in OCI. For the nine months ended September 30, 2025 and 2024, the impact of foreign exchange rates on these debt instruments increased debt by $37.5 million and $4.1 million, respectively, which has been recorded as foreign currency translation in OCI.

11.
Income Taxes

The effective income tax rates for the three months ended September 30, 2025 and 2024, were 26.6% and 23.7%, respectively. For the nine months ended September 30, 2025 and 2024, the effective income tax rates were 25.8% and 25.7%, respectively. The effective tax rates for the three and nine months ended September 30, 2025 and 2024 were impacted by the mix of foreign earnings, changes in estimates associated with the finalization of prior year foreign tax items, and the limited tax deductibility of costs related to the Portfolio Optimization Plan.

12.
Accumulated Other Comprehensive Income

The following table summarizes the changes in OCI during the three and nine month periods ended September 30, 2025 and 2024:

(In thousands)
 
Cash Flow
Hedges (1)
   
Pension
Items (1)
   
Foreign
Currency
Items
   
Total
 
Balances at December 31, 2024
 
$
(310
)
 
$
(2,348
)
 
$
(224,181
)
 
$
(226,839
)
Other comprehensive income before reclassifications
   
1,946
     
-
     
52,321
     
54,267
 
Amounts reclassified from OCI
   
(1,113
)
   
(159
)
   
-
     
(1,272
)
Balances at September 30, 2025
 
$
523
   
$
(2,507
)
 
$
(171,860
)
 
$
(173,844
)

(In thousands)
 
Cash Flow
Hedges (1)
   
Pension
Items (1)
   
Foreign
Currency
Items
   
Total
 
Balances at June 30, 2025
 
$
723
   
$
(2,455
)
 
$
(171,747
)
 
$
(173,479
)
Other comprehensive income (loss) before reclassifications
   
222
   
-
     
(113
)
   
109
Amounts reclassified from OCI
   
(422
)
   
(52
)
   
-
     
(474
)
Balances at September 30, 2025
 
$
523
   
$
(2,507
)
 
$
(171,860
)
 
$
(173,844
)

(In thousands)
 
Cash Flow
Hedges (1)
   
Pension
Items (1)
   
Foreign
Currency
Items
   
Total
 
Balances at December 31, 2023
 
$
997
   
$
(2,079
)
 
$
(171,035
)
 
$
(172,117
)
Other comprehensive loss before reclassifications
   
(843
)
   
-
     
(19,446
)
   
(20,289
)
Amounts reclassified from OCI
   
-
   
(204
)
   
-
     
(204
)
Balances at September 30, 2024
 
$
154
   
$
(2,283
)
 
$
(190,481
)
 
$
(192,610
)

(In thousands)
 
Cash Flow
Hedges (1)
   
Pension
Items (1)
   
Foreign
Currency
Items
   
Total
 
Balances at June 30, 2024
 
$
236
   
$
(2,215
)
 
$
(196,198
)
 
$
(198,177
)
Other comprehensive (loss) income before reclassifications
   
(306
)
   
-
     
5,717
   
5,411
Amounts reclassified from OCI
   
224
   
(68
)
   
-
     
156
Balances at September 30, 2024
 
$
154
   
$
(2,283
)
 
$
(190,481
)
 
$
(192,610
)


(1) Cash Flow Hedges and Pension Items are net of tax.

14

Index
13.
Commitments and Contingencies


The Company is subject to various claims and litigation arising in the normal course of business. The Company establishes reserves for claims and proceedings when it is probable that liabilities exist, and reasonable estimates of loss can be made. While it is not possible to predict the outcome of these matters, based on our assessment of the facts and circumstances now known, we do not believe that these matters, individually or in the aggregate, will have a material adverse effect on our financial position. However, actual outcomes may be different from those expected and could have a material effect on our results of operations or cash flows in a particular period.

14.
Subsequent Events

On October 30, 2025, the Company announced its quarterly dividend of $0.41 per share would be payable on December 1, 2025.

On November 3, 2025, the Company (i) entered into an Amended and Restated Consolidated Note Purchase and Master Note Agreement (Master Note Agreement) and (ii) issued $60 million of U.S. dollar-denominated senior notes under the Master Note Agreement. See Note 6, Debt, for further details.

15

Index
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance, and financial results. Forward-looking statements include statements in the future tense, statements referring to any period after September 30, 2025, and statements including the terms “expect,” “believe,” “anticipate,” and other similar terms that express expectations as to future events or conditions. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that could cause actual events to differ materially from those expressed in the forward-looking statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results. These factors and assumptions include, among others, the Company’s ability to manage general business, economic, and capital market conditions, including actions taken by customers in response to such market conditions, and the impact of recessions and economic downturns; the impact of macroeconomic and geopolitical volatility, including inflation and shortages impacting the availability and cost of raw materials, energy, and other supplies, disruptions and delays in the Company’s supply chain, and the conflicts between Russia and Ukraine and in the Middle East; industry, regulatory, legal, and economic factors related to the Company’s domestic and international business; the effects of tariffs, trade barriers, and disputes; the availability and cost of labor, logistics, and transportation; the pace and nature of new product introductions by the Company and the Company’s customers; the Company’s ability to anticipate and respond to changing consumer preferences, changing technologies, and changing regulations; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts, acquisition and divestiture activities, and Portfolio Optimization Plan; growth in markets for products in which the Company competes; industry and customer acceptance of price increases; actions by competitors; the Company’s ability to enhance its innovation efforts and drive cost efficiencies; currency exchange rate fluctuations; and the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Except to the extent required by applicable law, the Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

OVERVIEW

Revenue
Revenue was $412.1 million and $392.6 million for the three months ended September 30, 2025 and 2024, respectively. Revenue was $1.22 billion and $1.18 billion for the nine months ended September 30, 2025 and 2024, respectively. The increase in revenue for the three and nine months ended September 30, 2025 was primarily due to higher selling prices. For the three months ended September 30, 2025, the impact of foreign exchange rates increased consolidated revenue by approximately 2%. Foreign exchange rates had an immaterial impact on consolidated revenue for the nine months ended September 30, 2025.

Gross Margin
The Company’s gross margin was 34.3% and 33.2% for the three months ended September 30, 2025 and 2024, respectively. The Company’s gross margin was 34.1% and 32.8% for the nine months ended September 30, 2025 and 2024, respectively. For the three and nine months ended September 30, 2025, Portfolio Optimization Plan costs totaling $0.6 million and $4.3 million, respectively, decreased gross margin by 20 and 40 basis points, respectively. Portfolio Optimization Plan costs for the three and nine months ended September 30, 2024 had an immaterial impact on gross margin. See Portfolio Optimization Plan below for further information. The Company’s gross margins for the three and nine months ended September 30, 2025 were further impacted by the favorable pricing, partially offset by higher raw material costs.

Selling and Administrative Expenses
Selling and administrative expense as a percent of revenue was 20.3% for each of the three months ended September 30, 2025 and 2024. Selling and administrative expense as a percent of revenue was 20.3% and 20.2% for the nine months ended September 30, 2025 and 2024, respectively. For the three months ended September 30, 2025 and 2024, selling and administrative expenses were increased by Portfolio Optimization Plan costs totaling $2.7 and $1.0 million, respectively, which increased selling and administrative expenses as a percent of revenue by approximately 70 and 20 basis points, respectively. For each of the nine months ended September 30, 2025 and 2024, selling and administrative expenses were increased by Portfolio Optimization Plan costs totaling $5.3 million, which increased selling and administrative expenses as a percent of revenue by approximately 50 basis points. See Portfolio Optimization Plan below for further information. The remaining increase, excluding the Portfolio Optimization Plan costs, in selling and administrative expense as a percent of revenue for the three and nine months ended September 30, 2025 was primarily due to higher performance-based executive compensation costs incurred in 2025.

16

Index
Operating Income
Operating income was $57.7 million and $50.5 million for the three months ended September 30, 2025 and 2024, respectively. Operating margins were 14.0% and 12.9% for the three months ended September 30, 2025 and 2024, respectively. Portfolio Optimization Plan costs decreased operating margins by approximately 80 and 30 basis points for the three months ended September 30, 2025 and 2024, respectively. The increase in operating margin was primarily due to the higher selling prices, partially offset by higher raw material costs and higher performance-based executive compensation costs incurred in 2025.

Operating income was $168.9 million and $149.6 million for the nine months ended September 30, 2025 and 2024, respectively. Operating margins were 13.9% and 12.7% for the nine months ended September 30, 2025 and 2024, respectively. Portfolio Optimization Plan costs decreased operating margins by approximately 70 and 50 basis points for the nine months ended September 30, 2025 and 2024, respectively. The increase in operating margin was primarily due to the higher selling prices, partially offset by higher raw material costs and higher performance-based executive compensation costs incurred in 2025.

Interest Expense
Interest expense was $7.3 million and $7.7 million for the three months ended September 30, 2025 and 2024, respectively, and $22.1 million and $22.4 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in expense for the three and nine months ended September 30, 2025 was primarily due to a decrease in the average interest rate.

Income Taxes
The effective income tax rates for the three months ended September 30, 2025 and 2024, were 26.6% and 23.7%, respectively. For the nine months ended September 30, 2025 and 2024, the effective income tax rates were 25.8% and 25.7%, respectively. The effective tax rates for the three and nine months ended September 30, 2025 and 2024 were both impacted by the mix of foreign earnings, changes in estimates associated with the finalization of prior year foreign tax items, and the limited tax deductibility of costs related to the Portfolio Optimization Plan.

Acquisition
On February 14, 2025, the Company acquired Biolie SAS, a natural color extraction business located in France. The Company paid $4.9 million in cash for this acquisition, which is net of $0.2 million in debt assumed. The assets acquired and liabilities assumed were recorded at their estimated fair value as of the acquisition date. The Company acquired net assets of $0.3 million, with the remaining $4.6 million allocated to goodwill. This business is part of the Color segment.

Portfolio Optimization Plan
During the fourth quarter of 2023, the Board of Directors of the Company approved a plan to undertake an effort to optimize certain production facilities and improve efficiencies within the Company (Portfolio Optimization Plan). As part of the Portfolio Optimization Plan, in the Flavors & Extracts segment, the Company evaluated the closure of its manufacturing facility in Felinfach, Wales, United Kingdom, the closure of its sales office in Granada, Spain, and the centralization and elimination of certain selling and administrative positions. In addition, in the Color segment, the Company evaluated the closure of a manufacturing facility in Delta, British Columbia, Canada, the closure of a sales office in Argentina, and centralizing and eliminating certain production positions and selling and administrative positions. The Company reports all costs associated with the Portfolio Optimization Plan in the Corporate & Other segment.

The Company’s Felinfach site was shut down in May 2025, and all production activities have been transferred to other locations. The Company began marketing the Felinfach site for sale in June 2025. The Company has substantially completed all other actions contemplated under the Portfolio Optimization Plan in accordance with local laws.

For the three and nine months ended September 30, 2025, the Company incurred costs of $3.3 million and $9.5 million, respectively, related to the Portfolio Optimization Plan recorded in Corporate & Other, primarily for dual plant operating costs, professional services, non-cash inventory charges, decommissioning costs, and employee separation costs. For the three and nine months ended September 30, 2024, the Company incurred costs of $1.2 million and $5.8 million, respectively, related to the Portfolio Optimization Plan recorded in Corporate & Other, primarily for costs associated with employee separation, decommissioning, impairment of fixed assets, and professional services.

17

Index
NON-GAAP FINANCIAL MEASURES

Within the following tables, the Company reports certain non-GAAP financial measures, including: (1) adjusted operating income, adjusted net earnings, and adjusted diluted earnings per share, which exclude restructuring and other costs, including the Portfolio Optimization Plan costs, (2) percentage changes in revenue, operating income, and diluted earnings per share on an adjusted local currency basis, which eliminate the effects that result from translating its international operations into U.S. dollars and restructuring and other costs, including the Portfolio Optimization Plan costs, and (3) adjusted EBITDA, which excludes restructuring and other costs, including the Portfolio Optimization Plan costs, and non-cash share based compensation expense.

The Company has included each of these non-GAAP measures in order to provide additional information regarding our underlying operating results and comparable year-over-year performance. Such information is supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. These non-GAAP measures should not be considered in isolation. Rather, they should be considered together with GAAP measures and the rest of the information included in this report. Management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis and to gain additional insight into underlying operating and performance trends, and the Company believes the information can be beneficial to investors for the same purposes. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
(In thousands, except per share amounts)
 
2025
   
2024
   
% Change
   
2025
   
2024
   
% Change
 
Operating Income (GAAP)
 
$
57,706
   
$
50,520
     
14.2
%
 
$
168,942
   
$
149,583
     
12.9
%
Portfolio Optimization Plan costs – Cost of products sold
   
649
     
209
             
4,252
     
523
         
Portfolio Optimization Plan costs – Selling and administrative expenses
   
2,674
     
1,002
             
5,274
     
5,252
         
Adjusted operating income
 
$
61,029
   
$
51,731
     
18.0
%
 
$
178,468
   
$
155,358
     
14.9
%
                                                 
Net Earnings (GAAP)
 
$
36,956
   
$
32,690
     
13.0
%
 
$
109,005
   
$
94,562
     
15.3
%
Portfolio Optimization Plan costs, before tax
   
3,323
     
1,211
             
9,526
     
5,775
         
Tax impact of Portfolio Optimization Plan costs(1)
   
649
     
(17
)
           
(868
)
   
(586
)
       
Adjusted net earnings
 
$
40,928
   
$
33,884
     
20.8
%
 
$
117,663
   
$
99,751
     
18.0
%
                                                 
Diluted earnings per share (GAAP)
 
$
0.87
   
$
0.77
     
13.0
%
 
$
2.56
   
$
2.23
     
14.8
%
Portfolio Optimization Plan costs, net of tax
   
0.09
     
0.03
             
0.20
     
0.12
         
Adjusted diluted earnings per share
 
$
0.96
   
$
0.80
     
20.0
%
 
$
2.76
   
$
2.35
     
17.4
%
                                                 
Operating Income (GAAP)
 
$
57,706
   
$
50,520
     
14.2
%
 
$
168,942
     
149,583
     
12.9
%
Depreciation and amortization
   
15,556
     
15,460
             
45,890
     
45,185
         
Share-based compensation expense
   
3,945
     
2,069
             
10,584
     
6,980
         
Portfolio Optimization Plan costs, before tax
   
3,323
     
1,211
             
9,526
     
5,775
         
Adjusted EBITDA
 
$
80,530
   
$
69,260
     
16.3
%
 
$
234,942
   
$
207,523
     
13.2
%

 
(1)
Tax impact adjustments were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.

Portfolio Optimization Plan costs are discussed under “Portfolio Optimization Plan” above and Note 3, Portfolio Optimization Plan, in the Notes to the Consolidated Financial Statements included in this report.

Note: Earnings per share calculations may not foot due to rounding differences.

18

Index
The following table summarizes the percentage change for the results of the three and nine months ended September 30, 2025, compared to the results for the three and nine months ended September 30, 2024, in the respective financial measures.

   
Three Months Ended September 30, 2025
   
Nine Months Ended September 30, 2025
 
Revenue
 
Total
   
Foreign
Exchange
Rates
   
Adjustments(1)
   
Adjusted
Local
Currency
   
Total
   
Foreign
Exchange
Rates
   
Adjustments(1)
   
Adjusted
Local
Currency
 
Flavors & Extracts
   
(0.2
%)
   
1.0
%
   
N/A
     
(1.2
%)
   
(0.9
%)
   
0.1
%
   
N/A
     
(1.0
%)
Color
   
9.9
%
   
2.0
%
   
N/A
     
7.9
%
   
7.2
%
   
(0.4
%)
   
N/A
     
7.6
%
Asia Pacific
   
0.7
%
   
1.0
%
   
N/A
     
(0.3
%)
   
5.0
%
   
1.1
%
   
N/A
     
3.9
%
Total Revenue
   
5.0
%
   
1.5
%
   
N/A
     
3.5
%
   
3.2
%
   
0.0
%
   
N/A
     
3.2
%
                                                                 
Operating Income
                                                               
Flavors & Extracts
   
8.4
%
   
0.6
%
   
0.0
%
   
7.8
%
   
7.6
%
   
0.0
%
   
0.0
%
   
7.6
%
Color
   
26.6
%
   
2.8
%
   
0.0
%
   
23.8
%
   
19.9
%
   
0.2
%
   
0.0
%
   
19.7
%
Asia Pacific
   
2.5
%
   
2.3
%
   
0.0
%
   
0.2
%
   
7.6
%
   
2.7
%
   
0.0
%
   
4.9
%
Corporate & Other
   
21.8
%
   
0.0
%
   
13.9
%
   
7.9
%
   
15.3
%
   
0.0
%
   
7.3
%
   
8.0
%
Total Operating Income
   
14.2
%
   
2.4
%
   
(3.9
%)
   
15.7
%
   
12.9
%
   
0.6
%
   
(2.0
%)
   
14.3
%
Diluted Earnings per Share
   
13.0
%
   
2.6
%
   
(7.1
%)
   
17.5
%
   
14.8
%
   
0.5
%
   
(2.3
%)
   
16.6
%
Adjusted EBITDA
   
16.3
%
   
2.0
%
   
N/A
     
14.3
%
   
13.2
%
   
0.4
%
   
N/A
     
12.8
%


(1)
Adjustments consist of Portfolio Optimization Plan costs.

Note: Refer to table above for a reconciliation of these non-GAAP measures.

SEGMENT INFORMATION

The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. Segment performance is evaluated on operating income before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders); restructuring and other costs, including the Portfolio Optimization Plan costs (which are reported in Corporate & Other); interest expense; and income taxes.

The Company’s reportable segments consist of the Flavors & Extracts, Color, and Asia Pacific segments.

Flavors & Extracts
Flavors & Extracts segment revenue was $203.0 million and $203.3 million for the three months ended September 30, 2025 and 2024, respectively. Lower revenue in Agricultural Ingredients was substantially offset by higher revenue in Flavors, Extracts & Flavor Ingredients. The lower revenue in Agricultural Ingredients was due to lower volumes, partially offset by higher selling prices. The higher revenue in Flavors, Extracts & Flavor Ingredients was due to higher selling prices and volumes and the favorable impact of foreign exchange rates that increased segment revenue by approximately 1%.

Flavors & Extracts segment revenue was $599.9 million and $605.6 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of approximately 1%. The decrease was a result of lower revenue in Agricultural Ingredients, partially offset by higher revenue in Flavors, Extracts & Flavor Ingredients. The lower revenue in Agricultural Ingredients was due to lower volumes, partially offset by higher selling prices. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher volumes and selling prices. Foreign exchange rates had an immaterial impact on segment revenue for the nine months ended September 30, 2025.

Flavors & Extracts segment operating income was $28.0 million and $25.9 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 8%. The higher segment operating income was a result of higher operating income in Flavors, Extracts & Flavor Ingredients, partially offset by lower operating income in Agricultural Ingredients. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily due to higher selling prices and volumes. The lower segment operating income in Agricultural Ingredients was primarily due to higher raw material costs and lower volumes, partially offset by higher selling prices. Segment operating income as a percent of revenue was 13.8% in the current quarter compared to 12.7% in the prior year’s comparable quarter. Foreign exchange rates increased segment operating income by approximately 1% for the three months ended September 30, 2025.

19

Index
Flavors & Extracts segment operating income was $81.5 million and $75.7 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 8%. The higher segment operating income was a result of higher operating income in Flavors, Extracts & Flavor Ingredients, partially offset by lower operating income in Agricultural Ingredients. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily due to higher selling prices, higher volumes, and lower manufacturing and other costs. The lower segment operating income in Agricultural Ingredients was primarily due to higher raw material costs and lower volumes, partially offset by higher selling prices. Segment operating income as a percent of revenue was 13.6% in the current nine month period compared to 12.5% in the prior year’s comparable nine month period. Foreign exchange rates had an immaterial impact on segment operating income for the nine months ended September 30, 2025.

Color
Segment revenue for the Color segment was $178.2 million and $162.1 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 10%. The increase was a result of higher revenue in Food & Pharmaceutical Colors and Personal Care.  The higher revenue in Food & Pharmaceutical Colors was due to higher volumes and selling prices and the favorable impact of foreign exchange rates.  The higher revenue in Personal Care was primarily due to the favorable impact of foreign exchange rates, partially offset by lower volumes. Foreign exchange rates increased segment revenue by approximately 2% for the three months ended September 30, 2025.

Segment revenue for the Color segment was $525.2 million and $489.8 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 7%. The increase was a result of higher revenue in Food & Pharmaceutical Colors and Personal Care.  The higher revenue in Food & Pharmaceutical Colors was due to higher volumes and selling prices, partially offset by the unfavorable impact of foreign exchange rates. The higher revenue in Personal Care was primarily due to higher selling prices, partially offset by lower volumes. Foreign exchange rates had an immaterial impact on segment revenue for the nine months ended September 30, 2025.

Segment operating income for the Color segment was $37.7 million and $29.8 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 27%. The increase in segment operating income was a result of higher operating income in Food & Pharmaceutical Colors, partially offset by lower operating income in Personal Care. The higher operating income in Food & Pharmaceutical Colors was primarily due to higher selling prices, favorable product mix, and higher volumes, partially offset by higher raw material and manufacturing and other costs. The lower operating income in Personal Care was primarily due to higher raw material costs. Foreign exchange rates increased segment operating income by approximately 3%. Segment operating income as a percent of revenue was 21.2% in the current quarter and 18.4% in the prior year’s comparable quarter.

Segment operating income for the Color segment was $111.5 million and $93.0 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 20%. The increase in segment operating income was a result of higher operating income in Food & Pharmaceutical Colors, partially offset by lower operating income in Personal Care. The higher operating income in Food & Pharmaceutical Colors was primarily due to higher selling prices, favorable product mix, and higher volumes, partially offset by higher raw material and manufacturing and other costs. The lower operating income in Personal Care was primarily due to higher raw material and manufacturing and other costs, partially offset by higher selling prices. Foreign exchange rates had an immaterial impact on segment operating income for the nine months ended September 30, 2025. Segment operating income as a percent of revenue was 21.2% in the current nine month period and 19.0% in the prior year’s comparable period.

Asia Pacific
Segment revenue for the Asia Pacific segment was $42.1 million and $41.8 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 1%, primarily from the favorable impact of foreign exchange rates.

Segment revenue for the Asia Pacific segment was $126.7 million and $120.7 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 5%. The increase was a result of higher selling prices, higher volumes, and the favorable impact of foreign exchange rates that increased segment revenue by approximately 1%.

Segment operating income for the Asia Pacific segment was $9.5 million and $9.3 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 3%. Foreign exchange rates increased segment operating income by approximately 2%. Segment operating income as a percent of revenue was 22.7% in the current quarter and 22.3% in the prior year’s comparable quarter.

20

Index
Segment operating income for the Asia Pacific segment was $27.9 million and $26.0 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 8%. The increase was primarily a result of higher selling prices and volumes and the favorable impact of foreign exchange rates that increased segment operating income by approximately 3%, partially offset by higher raw material and manufacturing and other costs. Segment operating income as a percent of revenue was 22.0% in the current nine month period and 21.5% in the prior year’s comparable period.

Corporate & Other
The Corporate & Other operating expense was $17.6 million and $14.5 million for the three months ended September 30, 2025 and 2024, respectively. For the three months ended September 30, 2025 and 2024, Corporate & Other operating expenses were increased by Portfolio Optimization Plan costs totaling $3.3 million and $1.2 million, respectively. See the Portfolio Optimization Plan section above for further information. The remaining increase in Corporate & Other operating expenses was primarily due to higher performance-based executive compensation costs incurred in 2025.

The Corporate & Other operating expense was $52.0 million and $45.1 million for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, Corporate & Other operating expenses were increased by Portfolio Optimization Plan costs totaling $9.5 million and $5.8 million, respectively. See the Portfolio Optimization Plan section above for further information. The remaining increase in Corporate & Other operating expenses was primarily due to higher performance-based executive compensation costs incurred in 2025.

LIQUIDITY AND FINANCIAL CONDITION

Financial Condition
The Company’s financial position remains strong. The Company is in compliance with its loan covenants calculated in accordance with applicable agreements as of September 30, 2025. The Company expects its cash flow from operations and its existing debt capacity can be used to meet anticipated future cash requirements for operations, capital expenditures, and dividend payments, as well as potential acquisitions and stock repurchases. The Company’s contractual obligations consist primarily of operational commitments, which we expect to continue to be able to satisfy through cash generated from operations and debt. The Company has various series of notes outstanding that mature from 2025 through 2029. The Company believes that it has the ability to refinance or repay these obligations through a combination of cash flow from operations, issuance of additional notes, and sufficient borrowing capacity under the Company’s revolving credit facility, which matures in 2030.

As a result of our ability to manage the impact of inflation through pricing and other actions, the impact of inflation was not material to the Company’s financial position and its results of operations for the three or nine months ended September 30, 2025. The Company has experienced increased costs for certain inputs, such as raw materials, shipping and logistics, and labor. We continue to expect to manage these impacts in the near term, but persistent, accelerated, or expanded inflationary conditions could exacerbate these challenges and impact our profitability.

The United States has recently implemented significant tariffs on imports from a wide range of countries and has announced the possibility of implementing additional, or increasing current, tariffs. These actions, and retaliatory tariffs imposed by other countries on United States exports, have led to significant volatility and uncertainty in global markets. The Company anticipates incurring incremental tariff costs on certain raw materials to produce our products and certain finished goods shipped to customers. However, the Company expects to manage the impact of the increased tariff costs through pricing actions. To the extent the Company is unable to offset the increased tariff costs, or the tariffs negatively impact demand, the Company’s revenue and profitability would be adversely impacted. If additional tariffs are adopted, the Company would incur additional tariff costs that could be material.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes a broad range of tax reform provisions, such as the extension of certain expiring provisions, modifications to the international tax framework, and the continuation of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. These provisions did not have a material impact on our effective tax rate for the three or nine months ended September 30, 2025. We will continue to assess the OBBBA tax provisions and their impacts on our consolidated financial statements.

Cash Flows from Operating Activities
Net cash provided by operating activities was $83.3 million and $135.8 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in net cash provided by operating activities was primarily due to an increase in cash used by inventory during 2025 compared to 2024 and an increase in cash used for performance-based compensation payments (which are determined based on prior year performance) made during 2025 compared to 2024, partially offset by an increase in cash provided by accounts receivable.

21

Index
Cash Flows from Investing Activities
Net cash used in investing activities was $61.0 million and $37.2 million during the nine months ended September 30, 2025 and 2024, respectively. Capital expenditures were $57.8 million and $36.1 million during the nine months ended September 30, 2025 and 2024, respectively. In 2025, the Company paid $4.9 million for the acquisition of Biolie SAS.

Cash Flows from Financing Activities
Net cash used in financing activities was $13.9 million and $75.1 million for the nine months ended September 30, 2025 and 2024, respectively. Net debt increased by $41.0 million and decreased by $19.8 million for the nine months ended September 30, 2025 and 2024, respectively. The cash proceeds from the increase in net debt in the current period were primarily used to support capital expenditure investments during the nine months ended September 30, 2025. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $52.2 million and $52.0 million were paid during the nine months ended September 30, 2025 and 2024, respectively. Total dividends of $1.23 per share were paid for both the nine months ended September 30, 2025 and 2024.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company’s critical accounting policies during the quarter ended September 30, 2025. For additional information about the Company’s critical accounting policies, refer to “Critical Accounting Policies” under Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk during the quarter ended September 30, 2025. For additional information about market risk, refer to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 4.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chairman, President, and Chief Executive Officer and its Vice President and Chief Financial Officer, of the effectiveness, as of the end of the period covered by this report, of the design and operation of the disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the Company’s Chairman, President, and Chief Executive Officer and its Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting: There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.
OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

See Part I, Item 1, Note 13, Commitments and Contingencies, of this report for information regarding legal proceedings in which the Company is involved.

ITEM 1A.
RISK FACTORS

There were no material changes to the risk factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 19, 2017, the Board of Directors authorized the repurchase of up to three million shares (2017 Authorization). As of September 30, 2025, 1,267,019 shares had been repurchased under the 2017 Authorization. There is no expiration date for the 2017 Authorization. The 2017 Authorization may be modified, suspended, or discontinued by the Board of Directors at any time. As of September 30, 2025, the maximum number of shares that may be purchased under publicly announced plans is 1,732,981. No shares were purchased by the Company during the three or nine months ended September 30, 2025.

22

Index
ITEM 5.
OTHER INFORMATION

Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Amended and Restated Consolidated Note Purchase and Master Note Agreement
On November 3, 2025, the Company entered into an Amended and Restated Consolidated Note Purchase and Master Note Agreement (Master Note Agreement) with the purchasers named therein. The Master Note Agreement consolidates all existing senior note purchase agreements of the Company into a single senior note purchase agreement and concurrently amends and restates the note purchase agreement to be in the form of the Master Note Agreement. The Master Note Agreement provides a framework for the issuance of up to an aggregate of $825 million of notes, including the existing outstanding senior notes, with a three-year draw period, but does not include commitments by any purchaser to purchase additional notes beyond those already outstanding. The notes drawn during this period can have maturity dates up to 12 years from the date of issuance.

The Master Note Agreement contains substantially similar restrictions, covenants, and events of default as the existing note purchase agreements except, among other things, the Company may incur a leverage ratio of up to 4.00 to 1.00 for three succeeding fiscal quarters in the event of a material acquisition (previously was 3.75 to 1.00) (the Leverage Holiday) with an increase of up to 75 basis points in the interest rate payable on any outstanding notes.

Also on November 3, 2025, the Company issued $60 million of U.S. dollar-denominated four-year 4.83% senior notes (collectively, the New Notes).  The New Notes bear interest on the unpaid principal amount from the date of issuance, payable semi-annually, in May and November in each year and on the maturity date of the New Notes. Funds were received on November 3, 2025, and the proceeds were used to repay the Company’s existing $25 million 4.19% Senior Notes, due November 1, 2025, and £25 million 2.76% Senior Notes, due November 1, 2025.

The New Notes are subject to the restrictions, events of default, and covenants of the Master Note Agreement, including, among other things, the requirement to limit its leverage ratio as of the end of each fiscal quarter to no more than 3.50 to 1.00, subject to the Leverage Holiday. In addition, the Company may not permit its ratio of EBITDA to interest expense to be less than 3.00 to 1.00 as of the end of any fiscal quarter. The New Notes are subject to events of default that are customary in these types of arrangements.

The Company may, at its option, prepay at any time all, or from time to time any part of, the New Notes, in an amount not less than $1,000,000 or such lesser amount as shall be outstanding, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of the prepayment, and the make-whole and swap breakage amounts specified in the Master Note Agreement, each determined for the prepayment date with respect to the principal amount.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Master Note Agreement, which is filed with this Quarterly Report on Form 10-Q as Exhibit 10.1 and is incorporated herein by reference.

ITEM 6.
EXHIBITS

The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

23

Index
SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2025

Exhibit
Description
Incorporated by Reference From
Filed Herewith
       
10.1
Amended and Restated Consolidated Note Purchase and Master Note Agreement dated as of November 3, 2025
 
X
       
31
Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
 
X
       
32
Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to 18 United States Code § 1350
 
X
       
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
 
X
       
101.SCH
Inline XBRL Taxonomy Extension Schema Document
 
X
       
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
 
X
       
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
 
X

101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
 
X
       
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
 
X
       
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
 
X

24

Index
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

   
SENSIENT TECHNOLOGIES CORPORATION
         
Date:
November 4, 2025
By:
/s/  John J. Manning
 
     
John J. Manning, Senior Vice
President, General Counsel &
Secretary
 

Date:
November 4, 2025
By:
/s/  Tobin Tornehl
 
     
Tobin Tornehl, Vice President &
Chief Financial Officer
 


25

FAQ

What were Sensient (SXT) Q3 2025 results?

Revenue was $412.1 million, gross margin 34.3%, operating income $57.7 million, net earnings $36.956 million, and diluted EPS $0.87.

How did year-to-date 2025 compare for SXT?

Revenue was $1.22 billion with operating income $168.9 million and diluted EPS $2.56.

What financing changes did Sensient make in 2025?

It extended a $400 million revolver to June 2030, raised the receivables facility to $105 million through Aug 31, 2026, and issued $60 million notes due Nov 2029.

What is the status of Sensient’s Portfolio Optimization Plan?

Total expected cost is about $48 million with $44 million incurred through September 30, 2025, targeting $8–$10 million in annual savings after 2025.

Did Sensient announce a dividend?

Yes. A quarterly dividend of $0.41 per share was announced, payable on December 1, 2025.

What acquisition did SXT complete in 2025?

On Feb 14, 2025, it acquired Biolie SAS for $4.9 million, adding to the Color segment’s natural color capabilities.

What were shares outstanding for SXT?

Common shares outstanding were 42,481,950 as of October 22, 2025.
Sensient Tech

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4.08B
41.80M
1.57%
102.59%
3.85%
Specialty Chemicals
Industrial Organic Chemicals
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