Sensient (SXT) CEO reports PSU vesting, tax-withheld shares and holdings

Rhea-AI Filing Summary

Sensient Technologies’ Chairman, President & CEO Paul Manning reported equity award activity on February 12, 2026. A block of 30,027 performance stock units vested at 85.4% of the target award and converted into an equal number of common shares at an exercise price of $0.

To cover tax withholding on this vesting, 15,013 common shares were withheld at $97.93 per share. After these transactions, Manning directly owned 275,954 common shares, plus indirect holdings of common stock through his children, the company’s ESOP, and a supplemental benefit plan.

He also continued to hold performance stock units that are eligible to vest after separate three-year performance periods, covering 42,442, 34,492, and 29,516 target shares. Vesting of these units depends on future achievement of performance criteria tied to adjusted EBITDA or revenue growth and return on invested capital.

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 Paul

(Last) (First) (Middle)

777 E. WISCONSIN AVE.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		M(1)		30,027	A	$0	290,967	D
Common Stock	02/12/2026		F(2)		15,013	D	$97.93	275,954	D
Common Stock								80	I	By Children
Common Stock								897.293	I	ESOP(3)
Common Stock								3,221.32	I	Supplemental Benefit Plan(4)

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	(5)	02/12/2026		M(1)			30,027	(6)	(6)	Common Stock	30,027	$0	0	D
Performance Stock Unit	(5)							(7)	(7)	Common Stock	42,442		42,442	D
Performance Stock Unit	(5)							(8)	(8)	Common Stock	34,492		34,492	D
Performance Stock Unit	(5)							(9)	(9)	Common Stock	29,516		29,516	D

Explanation of Responses:

1. Represents vesting of performance stock units at 85.4% of the target award amount and conversion to shares of Issuer's Common Stock.

2. Shares were withheld to cover tax withholding in connection with the vesting of performance stock units.

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

4. Represents shares held in Issuer's Supplemental Benefit Plan as of the end of the month immediately preceding this filing.

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

6. Performance stock units vested at 85.4% of the target award amount upon the Issuer's achievement of certain performance criteria based on adjusted EBITDA growth and adjusted return on invested capital during a three-year performance period.

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, 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.

8. 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.

9. The award is eligible to vest following a three-year performance period (from January 1, 2026 through December 31, 2028) based on applicable performance criteria related to revenue and return on invested capital and other terms and conditions. The number of shares reflected is at the target award amount, but the actual number of shares earned will depend on performance and may be more or less than such amount.

	/s/ John J. Manning, Attorney-in-Fact for Mr. Manning	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did SXT CEO Paul Manning report on February 12, 2026?

Paul Manning reported vesting of 30,027 performance stock units that converted into common shares at an exercise price of $0. This reflects equity compensation earned under performance criteria rather than an open-market stock purchase.

How many SXT shares were withheld for taxes in Paul Manning’s 2026 Form 4?

To satisfy tax obligations from the vesting, 15,013 Sensient Technologies common shares were withheld at a price of $97.93 per share. This tax-withholding disposition reduced the directly held post-transaction balance reported on the form.

How many SXT common shares does Paul Manning directly own after the reported transactions?

Following the vesting and tax withholding, Paul Manning directly owned 275,954 shares of Sensient Technologies common stock. Additional indirect holdings are reported separately through his children, the ESOP, and a supplemental benefit plan.

What performance stock units does SXT CEO Paul Manning continue to hold?

After the reported vesting, Paul Manning continued to hold performance stock units tied to 42,442, 34,492, and 29,516 target shares. These units may vest based on multi-year performance criteria related to EBITDA or revenue growth and return on invested capital.

How are SXT performance stock units structured for Paul Manning’s awards?

Each performance stock unit represents a contingent right to one share of Sensient common stock. Awards generally vest over three-year performance periods, with outcomes linked to adjusted EBITDA or revenue growth and return on invested capital, and potential payouts ranging from 0% to 200% of target in some grants.

What indirect SXT shareholdings are reported for Paul Manning?

Indirect holdings include 80 Sensient common shares held by his children, 897.293 shares held in the company ESOP, and 3,221.32 shares in a supplemental benefit plan. These positions supplement his directly held common stock reported in the filing.