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Sensient Technologies (NYSE: SXT) grants restricted stock and PSUs to SVP

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sensient Technologies reported equity awards for its SVP, General Counsel and Secretary, John J. Manning. On December 17, 2025, he was granted 2,796 shares of restricted common stock under the company’s 2017 Stock Plan at a price of $0 per share; these shares are restricted for three years following the grant date.

He also received a new award of 4,195 performance stock units, each representing a contingent right to one share of common stock. This award is eligible to vest after a three-year performance period from January 1, 2026 through December 31, 2028, based on revenue and return on invested capital, and the 4,195 units reflect the target amount, with the actual shares earned depending on performance. Following these transactions, Manning beneficially owns 33,192.467 common shares directly, plus additional indirect holdings through family and company benefit plans.

Positive

  • None.

Negative

  • None.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
12/17/2025
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 12/17/2025 A 2,796(1) A $0 33,192.467 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) 12/17/2025 A 4,195 (5) (5) Common Stock 4,195 $0 4,195 D
Performance Stock Unit (4) (6) (6) Common Stock 4,791 4,791 D
Performance Stock Unit (4) (7) (7) Common Stock 5,824 5,824 D
Performance Stock Unit (4) (8) (8) Common Stock 4,702 4,702 D
Explanation of Responses:
1. Represents a grant of restricted stock under Issuer's 2017 Stock Plan, as amended and restated. The shares are restricted for three years following the grant date.
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. 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.
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, 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.
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, 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 12/18/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did Sensient Technologies (SXT) grant to its SVP, GC & Secretary?

The company granted 2,796 shares of restricted common stock at $0 per share and a new award of 4,195 performance stock units to SVP, General Counsel and Secretary John J. Manning on December 17, 2025.

What are the vesting terms for the 2,796 restricted shares at Sensient Technologies (SXT)?

The 2,796 restricted shares were granted under Sensient’s 2017 Stock Plan, as amended and restated, and are restricted for three years following the grant date.

How do the 4,195 performance stock units for Sensient Technologies (SXT) executive work?

Each of the 4,195 performance stock units represents a contingent right to receive one share of common stock. The award is eligible to vest after a three-year performance period from January 1, 2026 through December 31, 2028, based on performance criteria related to revenue and return on invested capital, and 4,195 is the target award amount.

What performance metrics apply to earlier performance stock unit awards mentioned for Sensient Technologies (SXT)?

Earlier performance stock unit grants under the 2017 Stock Plan use 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). For these awards, 70% of the units are tied to EBITDA growth and 30% to return on invested capital. Subject to continued employment and other conditions, no units vest below a minimum level of performance, and at or above that minimum, actual shares earned may range from 0% to 200% of the target amount.

How many Sensient Technologies (SXT) common shares does the executive beneficially own after these transactions?

After the reported transactions, John J. Manning beneficially owns 33,192.467 shares of Sensient common stock directly. He also has indirect holdings of 49.1 shares held by children, 559.511 shares held in the company’s ESOP, and 507.469 shares held in the Supplemental Benefit Plan.

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