Sensient Technologies (NYSE: SXT) SVP discloses stock tax withholding and PSU grants

Rhea-AI Filing Summary

Sensient Technologies senior vice president, general counsel and secretary John J. Manning reported an insider equity transaction. On 12/08/2025, 1,567 shares of common stock were withheld at $90.02 per share to cover taxes on a prior restricted stock vesting, leaving 30,396.467 shares held directly. He also reports indirect holdings of 49.1 shares held by children, 559.511 shares in the company ESOP, and 507.469 shares in a Supplemental Benefit Plan.

Manning holds performance stock units (PSUs) tied to company performance: 4,791 PSUs for a period from January 1, 2025 through December 31, 2027, 5,824 PSUs for January 1, 2024 through December 31, 2026, and 4,702 PSUs for January 1, 2023 through December 31, 2025. Each PSU represents a right to receive one share, with 70% based on EBITDA growth and 30% on return on invested capital, and the actual shares earned can range from 0% to 200% of target, subject to performance and continued employment.

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^*

Manning John J

(Last) (First) (Middle)

777 EAST 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)
	SVP, GC & Secretary

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)		1,567	D	$90.02	30,396.467	D
Common Stock								49.1	I	By Children
Common Stock								559.511	I	ESOP(2)
Common Stock								507.469	I	Supplemental Benefit Plan(3)

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	(4)							(5)	(5)	Common Stock	4,791		4,791	D
Performance Stock Unit	(4)							(6)	(6)	Common Stock	5,824		5,824	D
Performance Stock Unit	(4)							(7)	(7)	Common Stock	4,702		4,702	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. Represents shares held in Issuer's Supplemental Benefit Plan as of the end of the month immediately preceding this filing.

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

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, 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.

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, 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.

7. 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	12/10/2025
	** Signature of Reporting Person	Date
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FAQ

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

On 12/08/2025, SVP, GC & Secretary John J. Manning reported that 1,567 shares of Sensient Technologies common stock were withheld at $90.02 per share to cover tax obligations related to the vesting of a prior restricted stock grant.

How many SXT shares does the reporting officer hold after the transaction?

Following the reported transaction, John J. Manning beneficially owns 30,396.467 shares of Sensient Technologies common stock directly, plus indirect holdings of 49.1 shares by children, 559.511 shares in the ESOP, and 507.469 shares in the Supplemental Benefit Plan.

What performance stock units (PSUs) does the SXT executive report holding?

The executive reports performance stock units representing rights to Sensient Technologies common stock: 4,791 PSUs for the 2025–2027 performance period, 5,824 PSUs for 2024–2026, and 4,702 PSUs for 2023–2025, with each PSU equal to one share if earned.

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

For each PSU grant, 70% of the award is tied to EBITDA growth and 30% to return on invested capital. After the three-year performance period and subject to continued employment and possible accelerated vesting conditions, the actual shares earned can range from 0% to 200% of the target amount.

Over what periods can the Sensient Technologies PSUs vest for this officer?

The PSU awards are eligible to vest after three-year performance periods: from January 1, 2023 through December 31, 2025, January 1, 2024 through December 31, 2026, and January 1, 2025 through December 31, 2027, with vesting based on specified performance criteria and continued employment.

How are the ESOP and Supplemental Benefit Plan holdings for SXT described?

The filing states that 559.511 shares are held in Sensient Technologies' ESOP and 507.469 shares are held in the Supplemental Benefit Plan, each reported as of the end of the month immediately preceding the filing.