Sensient (NYSE: SXT) VP Jones reports 3,388 PSU vesting and tax share withholding

Rhea-AI Filing Summary

Sensient Technologies VP, HR and Senior Counsel Amy Schmidt Jones reported equity award activity in company stock. On February 12, 2026, she converted 3,388 performance stock units into the same number of common shares at an exercise price of $0, raising her direct common stock holdings to 27,358 shares.

On the same date, 1,694 common shares were disposed of at $97.93 per share to satisfy tax withholding tied to the vesting, leaving her with 25,664 directly held shares. The vested units reflected 85.4% of the target award based on multi‑year adjusted EBITDA and return on invested capital performance. Jones also has indirect ownership of 312.687 common shares through the company ESOP and continues to hold multiple tranches of unvested performance stock units that may vest between 2026 and 2028 depending on EBITDA, revenue, and return on invested capital goals.

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^*

Jones Amy Schmidt

(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, HR and Senior Counsel

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)		3,388	A	$0	27,358	D
Common Stock	02/12/2026		F(2)		1,694	D	$97.93	25,664	D
Common Stock								312.687	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)			3,388	(5)	(5)	Common Stock	3,388	$0	0	D
Performance Stock Unit	(4)							(6)	(6)	Common Stock	4,886		4,886	D
Performance Stock Unit	(4)							(7)	(7)	Common Stock	3,947		3,947	D
Performance Stock Unit	(4)							(8)	(8)	Common Stock	3,418		3,418	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 Ms. Jones	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did SXT executive Amy Schmidt Jones report on this Form 4?

Amy Schmidt Jones reported vesting and conversion of 3,388 performance stock units into common stock, plus a related tax-withholding disposition of 1,694 shares at $97.93 per share. These transactions reflect equity compensation mechanics rather than open-market buying or selling.

How many SXT common shares does Amy Schmidt Jones own after the reported Form 4 transactions?

After the transactions, Amy Schmidt Jones directly owns 25,664 shares of Sensient common stock. She also has indirect ownership of 312.687 shares through the company ESOP, in addition to multiple unvested performance stock unit awards that may convert into shares in future years.

What triggered the vesting of 3,388 performance stock units for SXT VP Amy Schmidt Jones?

The 3,388 performance stock units vested at 85.4% of the target award after Sensient achieved specified performance criteria. These were based on adjusted EBITDA growth and adjusted return on invested capital measured over a three-year performance period, leading to conversion into common shares.

Why were 1,694 SXT shares disposed of in Amy Schmidt Jones’s Form 4 filing?

The 1,694 common shares were withheld at $97.93 per share to cover tax obligations associated with the vesting of performance stock units. This is a tax-withholding disposition, not an open-market sale, and is reported with transaction code F on the Form 4.

What future performance stock unit awards does SXT executive Amy Schmidt Jones hold?

Amy Schmidt Jones holds unvested performance stock units covering 4,886, 3,947, and 3,418 shares. These awards may vest over three-year periods ending in 2026, 2027, and 2028, based on EBITDA, revenue, and return on invested capital performance, with payouts from 0% to 200% of target.

How do SXT performance stock units reported by Amy Schmidt Jones work?

Each performance stock unit gives a contingent right to one share of Sensient common stock. Vesting depends on multi-year metrics such as EBITDA growth, revenue, and return on invested capital, with potential payouts ranging from 0% to 200% of the target number of units, subject to employment conditions.