Sensient Technologies (SXT) CFO reports tax share withholding and new PSUs

Rhea-AI Filing Summary

Sensient Technologies (SXT) reported equity transactions by its VP and Chief Financial Officer. On 12/08/2025, 586 shares of common stock were disposed of at $90.02 per share to cover tax withholding related to a prior restricted stock vesting, leaving 11,853 shares held directly and 955.228 shares held through the company ESOP as of the prior month-end.

The executive also holds several performance stock unit awards: 3,833, 3,341, and 1,758 units, each representing a contingent right to one share of common stock. These grants under the 2017 Stock Plan are eligible to vest over three-year performance periods tied 70% to EBITDA growth and 30% to return on invested capital, with actual shares earned ranging from 0% to 200% of target based on performance and continued employment conditions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tornehl Tobin

(Last) (First) (Middle)

777 E. WISCONSIN AVENUE

(Street)

MILWAUKEE WI 53202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SENSIENT TECHNOLOGIES CORP [ SXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP and Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/08/2025		F(1)		586	D	$90.02	11,853	D
Common Stock								955.228	I	ESOP(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Unit	(3)							(4)	(4)	Common Stock	3,833		3,833	D
Performance Stock Unit	(3)							(5)	(5)	Common Stock	3,341		3,341	D
Performance Stock Unit	(3)							(6)	(6)	Common Stock	1,758		1,758	D

Explanation of Responses:

1. Shares were withheld to cover tax withholding in connection with the vesting of a prior restricted stock grant.

2. Represents shares held in Issuer's ESOP as of the end of the month immediately preceding this filing.

3. Each performance stock unit represents a contingent right to receive one share of Issuer's Common Stock.

4. Represents grant of performance stock units under Issuer's 2017 Stock Plan, as amended and restated. The award is eligible to vest following a three-year performance period (from January 1, 2025 through December 31, 2027) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBITDA growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined and vest following the three-year performance period. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 0% to 200% of the target award amount.

5. Represents grant of performance stock units under Issuer's 2017 Stock Plan, as amended and restated. The award is eligible to vest following a three-year performance period (from January 1, 2024 through December 31, 2026) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBITDA growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined and vest following the three-year performance period. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 0% to 200% of the target award amount.

6. Represents grant of performance stock units under Issuer's 2017 Stock Plan, as amended and restated. The award is eligible to vest following a three-year performance period (from January 1, 2023 through December 31, 2025) as follows: (1) 70% of the award is eligible to vest upon achievement of certain performance criteria based on EBITDA growth, and (2) 30% of the award is eligible to vest upon achievement of certain performance criteria based on return on invested capital. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the actual number of shares earned will be determined and vest following the three-year performance period. The number of shares reflected is at the target award amount. No performance stock units will vest below a minimum level of performance. At or above the minimum level of performance, the actual number of shares earned may range from 0% to 200% of the target award amount.

	/s/ John J. Manning, Attorney-in-Fact for Mr. Tornehl	12/10/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did SENSIENT TECHNOLOGIES (SXT) report on this Form 4?

The VP and Chief Financial Officer reported the disposition of 586 shares of common stock on 12/08/2025 at a price of $90.02 per share. The shares were withheld to cover tax obligations related to the vesting of a prior restricted stock grant.

How many SENSIENT TECHNOLOGIES (SXT) shares does the reporting officer hold after the transaction?

Following the reported transaction, the officer beneficially owns 11,853 shares of common stock directly and 955.228 shares indirectly through the issuer's ESOP as of the end of the month preceding the filing.

What performance stock unit (PSU) awards does the SXT executive hold?

The executive holds performance stock units covering 3,833, 3,341, and 1,758 shares of common stock. Each performance stock unit represents a contingent right to receive one share of Sensient Technologies common stock.

What performance metrics determine vesting of the SXT performance stock units?

For each PSU grant, 70% of the award is tied to performance criteria based on EBITDA growth, and 30% is tied to performance criteria based on return on invested capital. Vesting is also subject to continued employment and certain accelerated vesting conditions.

Over what periods can the SENSIENT TECHNOLOGIES (SXT) PSUs vest?

The PSUs may vest after three-year performance periods running from January 1, 2023 through December 31, 2025, January 1, 2024 through December 31, 2026, and January 1, 2025 through December 31, 2027, respectively, depending on the specific grant.

How many SXT shares could ultimately be earned from the PSU awards?

The number of shares earned for each PSU grant is based on performance. No units vest below a minimum performance level, and at or above that minimum, the actual number of shares earned may range from 0% to 200% of the target award amount.