Sensient (NYSE: SXT) SVP reports PSU vesting and tax-share disposal

Rhea-AI Filing Summary

Sensient Technologies senior vice president, general counsel and secretary John J. Manning reported equity compensation activity involving performance stock units and common shares on February 12, 2026. A block of 4,016 performance stock units vested at 85.4% of the target award and was converted into the same number of shares of common stock at $0 per share. To cover tax withholding related to this vesting, 2,008 common shares were disposed of at $97.93 per share, leaving him with 35,200.467 directly held common shares. He also has indirect beneficial ownership of additional common shares through his children, the company ESOP, and a supplemental benefit plan, and continues to hold several grants of performance stock units that may vest over future three‑year performance periods based on EBITDA growth, revenue 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 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)
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)		4,016	A	$0	37,208.467	D
Common Stock	02/12/2026		F(2)		2,008	D	$97.93	35,200.467	D
Common Stock								49.1	I	By Children
Common Stock								561.884	I	ESOP(3)
Common Stock								509.621	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)			4,016	(6)	(6)	Common Stock	4,016	$0	0	D
Performance Stock Unit	(5)							(7)	(7)	Common Stock	5,824		5,824	D
Performance Stock Unit	(5)							(8)	(8)	Common Stock	4,791		4,791	D
Performance Stock Unit	(5)							(9)	(9)	Common Stock	4,195		4,195	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	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did SXT executive John J. Manning report?

John J. Manning reported vesting and conversion of 4,016 performance stock units into common shares, plus a related tax-withholding share disposition. These transactions reflect equity compensation events rather than open-market buying or selling activity in Sensient Technologies common stock.

How many SXT shares does John J. Manning hold after this Form 4?

After the reported transactions, John J. Manning directly holds 35,200.467 Sensient Technologies common shares. He also has indirect beneficial ownership through his children, the company ESOP, and a supplemental benefit plan, in addition to outstanding performance stock unit awards that may vest based on future performance.

Were any SXT shares sold on the open market in this Form 4?

The Form 4 shows 2,008 Sensient Technologies shares disposed of at $97.93 to satisfy tax withholding on vested performance stock units. This is reported with code "F," indicating a tax-withholding disposition, not an open-market discretionary sale by the executive.

What performance conditions apply to John J. Manning’s SXT performance stock units?

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

What does the 85.4% vesting level mean for SXT performance stock units?

The 85.4% figure means the company met performance criteria such that 85.4% of the target performance stock unit award vested and converted to common shares. This vesting rate reflects Sensient Technologies’ performance against adjusted EBITDA growth and adjusted return on invested capital over the three-year measurement period.

How are John J. Manning’s indirect SXT share holdings structured?

Indirect Sensient Technologies holdings disclosed include shares held by his children, shares in the company’s ESOP, and shares in a supplemental benefit plan. These vehicles provide additional beneficial ownership beyond his directly held common shares and performance stock unit awards.