Sensient Technologies (SXT) exec reports PSU vesting, tax share withholding

Rhea-AI Filing Summary

Sensient Technologies officer Michael C. Geraghty reported equity award activity. On February 12, 2026, 4,924 performance stock units vested at 85.4% of the target award and converted into the same number of shares of common stock at $0 exercise price. To cover taxes from this vesting, 2,462 shares of common stock were withheld at $97.93 per share. After these transactions, he directly owned 45,220.541 common shares, plus 414.308 shares in a Supplemental Benefit Plan and 713.47 shares in an ESOP. He also holds performance stock unit awards covering 5,126, 6,055, and 7,205 shares at target, which may vest over three-year periods based on revenue, EBITDA growth, and return on invested capital performance criteria.

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^*

Geraghty Michael C

(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)
	President, Color Group

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)		4,924	A	$0	47,682.541	D
Common Stock	02/12/2026		F(2)		2,462	D	$97.93	45,220.541	D
Common Stock								414.308	I	Supplemental Benefit Plan(3)
Common Stock								713.47	I	ESOP(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)			4,924	(6)	(6)	Common Stock	4,924	$0	0	D
Performance Stock Unit	(5)							(7)	(7)	Common Stock	5,126		5,126	D
Performance Stock Unit	(5)							(8)	(8)	Common Stock	6,055		6,055	D
Performance Stock Unit	(5)							(9)	(9)	Common Stock	7,205		7,205	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 Supplemental Benefit Plan as of the end of the month immediately preceding this filing.

4. Represents shares held in Issuer's ESOP 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. 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.

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. 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.

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

What insider transaction did SXT executive Michael Geraghty report on February 12, 2026?

Michael Geraghty reported the vesting and conversion of 4,924 performance stock units into common shares. These units vested at 85.4% of the target award based on performance criteria, increasing his direct common stock holdings while also triggering a related tax-withholding share disposition.

How many Sensient Technologies (SXT) shares were withheld for taxes in this Form 4?

The filing shows 2,462 Sensient Technologies common shares were withheld to satisfy tax obligations. These shares were valued at $97.93 each and were disposed of in a tax-withholding transaction tied to the vesting of previously granted performance stock units.

What is Michael Geraghty’s direct common stock ownership in SXT after the reported transactions?

Following the February 12, 2026 transactions, Michael Geraghty directly owned 45,220.541 shares of Sensient Technologies common stock. This reflects the net result of 4,924 shares acquired from performance unit vesting and 2,462 shares disposed of to cover associated tax withholding.

What indirect Sensient Technologies share holdings does Michael Geraghty report?

Geraghty reports indirect ownership of 414.308 Sensient Technologies shares in a Supplemental Benefit Plan and 713.47 shares in an ESOP. These plan-based holdings are in addition to his directly owned common shares, reflecting retirement and employee ownership program positions.

How are SXT performance stock units structured for Michael Geraghty?

Each performance stock unit represents a contingent right to one Sensient Technologies share. Vesting generally occurs after three-year performance periods, based on metrics such as EBITDA growth, revenue, and return on invested capital, with actual earned shares potentially ranging from 0% to 200% of target.

What future performance stock unit awards are shown for SXT’s Michael Geraghty?

The filing lists performance stock unit awards at target amounts of 5,126, 6,055, and 7,205 shares. These awards may vest after three-year periods ending in 2026, 2027, and 2028, subject to revenue, EBITDA growth, and return on invested capital performance conditions and continued employment.