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[Form 4] Sensient Technology Corporation Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Paul Manning, Chairman, President & CEO of Sensient Technologies Corporation (SXT), reported insider transactions dated 08/11/2025. The filing discloses a purchase of 20 shares at $116.94 and a disposition of 252,983 shares. It also records indirect holdings of 889.327 shares in the company's ESOP and 3,192.719 shares in the Supplemental Benefit Plan as of the end of the prior month.

The report shows grants of performance stock units under the 2017 Stock Plan with target amounts of 35,160, 42,442, and 34,492 PSUs. Each PSU converts to one share at target and vests after three-year performance periods tied 70% to EBITDA growth and 30% to return on invested capital, with actual payout ranging from 0% to 200% of target.

Positive
  • Performance stock unit grants of 35,160, 42,442, and 34,492 units tie executive pay to EBITDA growth (70%) and ROIC (30%).
  • Indirect holdings in employee plans are disclosed: 889.327 shares in the ESOP and 3,192.719 shares in the Supplemental Benefit Plan, indicating continued economic exposure to the company.
Negative
  • Large disposition of 252,983 shares reported by the CEO, a material insider sale disclosed on the Form 4.
  • Form does not state the purpose or plan (e.g., Rule 10b5-1) for the sale, leaving motive and timing unexplained in the filing.

Insights

TL;DR: CEO Paul Manning reported a large share disposal alongside small purchase and multi-year performance awards.

The Form 4 shows a material disposition of 252,983 common shares and a nominal purchase of 20 shares at $116.94. The filing also documents indirect plan holdings and multiple performance stock unit grants with three-year performance periods tied to EBITDA growth and return on invested capital. From a governance perspective, the mix of an executive sale and long-term PSU awards is consistent with routine liquidity actions combined with incentive alignment; the document does not state the reason for the sale or any trading plan reliance beyond what is shown.

TL;DR: Management received target PSUs that explicitly tie pay to EBITDA and ROIC over three-year cycles.

The filing lists target PSU grants of 35,160, 42,442, and 34,492 units, each eligible to vest after defined three-year performance windows. The award structure—70% tied to EBITDA growth and 30% to return on invested capital, with payouts from 0% to 200% of target—indicates a performance-based long-term incentive design. These grants are explicit compensation actions; the Form 4 does not quantify potential dilution or expected accounting expense.

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 Paul

(Last) (First) (Middle)
777 E. WISCONSIN AVE.

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025
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 08/11/2025 P 20 A $116.94 80 I By Children
Common Stock 252,983 D
Common Stock 889.327 I ESOP(1)
Common Stock 3,192.719 I Supplemental Benefit Plan(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) (4) (4) Common Stock 35,160 35,160 D
Performance Stock Unit (3) (5) (5) Common Stock 42,442 42,442 D
Performance Stock Unit (3) (6) (6) Common Stock 34,492 34,492 D
Explanation of Responses:
1. Represents shares held in Issuer's ESOP as of the end of the month immediately preceding this filing.
2. Represents shares held in Issuer's Supplemental Benefit Plan 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. 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.
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, 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.
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.
/s/ John J. Manning, Attorney-in-Fact for Mr. Manning 08/13/2025
** 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 transactions did Paul Manning report for SXT on the Form 4?

The Form 4 reports a purchase of 20 shares at $116.94 and a disposition of 252,983 shares associated with Paul Manning.

What performance awards were granted to SXT's CEO in the filing?

The filing shows target performance stock unit grants of 35,160, 42,442, and 34,492 PSUs under the 2017 Stock Plan.

How do the PSU awards vest according to the Form 4 for SXT?

Each PSU vests after a three-year performance period and is tied 70% to EBITDA growth and 30% to return on invested capital, with payouts ranging from 0% to 200% of target.

Does the Form 4 disclose holdings in employee plans for SXT's CEO?

Yes. The report shows 889.327 shares held in the company's ESOP and 3,192.719 shares in the Supplemental Benefit Plan as of the end of the prior month.

Is the reason for the 252,983-share sale disclosed in the Form 4 for SXT?

No. The filing lists the disposition of 252,983 shares but does not state the reason or any related trading plan in the disclosed text.
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4.05B
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MILWAUKEE