Sensient (NYSE: SXT) CFO reports PSU vesting and tax withholding

Rhea-AI Filing Summary

Sensient Technologies’ VP and Chief Financial Officer, Tobin Tornehl, reported equity compensation activity involving performance stock units and common shares. On February 12, 2026, 1,502 performance stock units vested at 85.4% of the target award and converted into 1,502 shares of common stock at an exercise price of $0.

To cover taxes on this vesting, 751 common shares were withheld at $97.93 per share as a tax-withholding disposition, leaving 15,504 common shares held directly. Tornehl also has 959.278 common shares held indirectly through the company ESOP and continues to hold multiple tranches of performance stock units, with target amounts of 3,341, 3,833, and 4,350 units tied to multi-year performance goals based on EBITDA growth, revenue, and return on invested capital, each capable of paying out between 0% and 200% of target depending on results.

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)
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)		1,502	A	$0	16,255	D
Common Stock	02/12/2026		F(2)		751	D	$97.93	15,504	D
Common Stock								959.278	I	ESOP(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)	02/12/2026		M(1)			1,502	(5)	(5)	Common Stock	1,502	$0	0	D
Performance Stock Unit	(4)							(6)	(6)	Common Stock	3,341		3,341	D
Performance Stock Unit	(4)							(7)	(7)	Common Stock	3,833		3,833	D
Performance Stock Unit	(4)							(8)	(8)	Common Stock	4,350		4,350	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. Each performance stock unit represents a contingent right to receive one share of Issuer's Common Stock.

5. 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.

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, 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.

8. 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. Tornehl	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did SXT CFO Tobin Tornehl report on February 12, 2026?

Tobin Tornehl reported the vesting of 1,502 performance stock units, which converted into 1,502 shares of Sensient common stock at an exercise price of $0. The vesting occurred at 85.4% of the target award level after meeting specified performance criteria.

How many Sensient (SXT) shares does the CFO hold after this Form 4 filing?

After the reported transactions, Tobin Tornehl directly holds 15,504 shares of Sensient common stock. He also has an additional 959.278 common shares held indirectly through the company’s ESOP, as of the end of the month immediately preceding the filing date.

Why were 751 Sensient (SXT) shares disposed of in this insider filing?

The 751 Sensient common shares were withheld to satisfy tax withholding obligations related to the vesting of performance stock units. This tax-withholding disposition, coded “F,” occurred at a price of $97.93 per share and did not represent an open-market sale by the CFO.

What performance conditions apply to Tobin Tornehl’s Sensient performance stock units?

The performance stock units vest over three-year performance periods based on EBITDA growth, revenue, and return on invested capital. Depending on results, actual shares earned can range from 0% to 200% of the target award, with vesting also subject to continued employment conditions.

What are the remaining target performance stock unit awards held by the SXT CFO?

Following the conversion of one tranche, Tobin Tornehl continues to hold performance stock unit awards with target amounts of 3,341, 3,833, and 4,350 units. Each corresponds to separate three-year performance periods under Sensient’s 2017 Stock Plan, as amended and restated.

How are the vested Sensient performance stock units described in this Form 4?

Each performance stock unit represents a contingent right to receive one share of Sensient common stock. In this filing, a tranche vested at 85.4% of the target award after achieving adjusted EBITDA growth and adjusted return on invested capital targets over a three-year period.