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Sensient Technologies (NYSE: SXT) discloses CFO stock and PSU awards

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

Rhea-AI Filing Summary

Sensient Technologies Corp. disclosed that its VP and Chief Financial Officer received equity awards on December 17, 2025. The officer was granted 2,900 shares of restricted common stock at a price of $0 under the company’s 2017 Stock Plan; these shares are restricted for three years after the grant date.

The filing also reports an award of 4,350 performance stock units, each representing a contingent right to one share of common stock, 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. Following the reported transactions, the officer beneficially owns 14,753 common shares directly, plus 955.228 shares through the company ESOP, and holds several performance stock unit awards with target amounts of 3,833, 3,341, and 1,758 shares, which can vest based on multi-year EBITDA growth and return on invested capital performance and continued employment conditions.

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*
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)
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 2,900(1) A $0 14,753 D
Common Stock 955.228 I ESOP(2)
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 (3) 12/17/2025 A 4,350 (4) (4) Common Stock 4,350 $0 4,350 D
Performance Stock Unit (3) (5) (5) Common Stock 3,833 3,833 D
Performance Stock Unit (3) (6) (6) Common Stock 3,341 3,341 D
Performance Stock Unit (3) (7) (7) Common Stock 1,758 1,758 D
Explanation of Responses:
1. Represents a grant of restricted stock under the 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. Each performance stock unit represents a contingent right to receive one share of Issuer's Common Stock.
4. 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.
5. 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.
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, 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, Attorney-in-Fact for Mr. Tornehl 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 insider transaction did Sensient Technologies (SXT) report for December 17, 2025?

The VP and Chief Financial Officer of Sensient Technologies Corp. received 2,900 shares of restricted common stock at $0 and an award of 4,350 performance stock units on December 17, 2025 under the company’s 2017 Stock Plan.

Who is the reporting person in the SXT Form 4 and what is their role?

The reporting person is an officer of Sensient Technologies Corp., serving as VP and Chief Financial Officer, and is required to report equity transactions in the company’s securities.

How many Sensient Technologies (SXT) shares does the CFO own after the reported transaction?

After the reported transaction, the officer beneficially owns 14,753 shares of common stock directly and an additional 955.228 shares held through the company’s ESOP as disclosed in the filing.

What are the terms of the 2,900-share restricted stock grant reported by SXT?

The 2,900 restricted shares of Sensient Technologies common stock were granted under the 2017 Stock Plan and are restricted for three years following the grant date of December 17, 2025.

How do the 4,350 Sensient Technologies performance stock units vest?

The 4,350 performance stock units each represent a contingent right to one share of common stock and are 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 other terms and conditions.

What additional performance stock unit grants does the Sensient Technologies CFO hold?

The officer also holds prior grants of performance stock units with target amounts of 3,833, 3,341, and 1,758 shares, each eligible to vest after three-year performance periods tied to EBITDA growth (70% of the award) and return on invested capital (30%), subject to continued employment and potential accelerated vesting in certain circumstances.

Can the number of Sensient Technologies shares earned from the performance stock units change?

Yes. For the performance stock unit awards, the filing states that no units will vest below a minimum level of performance, and at or above that level the actual number of shares earned may range from 0% to 200% of the target award amount, depending on performance against the stated criteria.
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