Tornehl Tobin 4
4 · SENSIENT TECHNOLOGIES CORP · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Sensient (SXT) CFO Tobin Exercises Performance Awards; Shares Withheld
What Happened
- Tornehl Tobin, Chief Financial Officer of Sensient Technologies (SXT), had performance stock units vest and convert into 1,502 shares on Feb 12, 2026. To cover tax withholding, 751 of those shares were withheld (disposed) at an implied value of $97.93 per share, equal to $73,545. The conversion was recorded as an exercise/conversion of a derivative (no cash exercise price).
Key Details
- Transaction date: February 12, 2026; Form 4 filed February 13, 2026.
- Conversion: 1,502 performance stock units → 1,502 shares (exercise/conversion, code M).
- Tax withholding: 751 shares withheld/disposed (code F) at $97.93 each; total withheld value reported $73,545.
- Footnotes: PSUs vested at 85.4% of target based on multi-year performance metrics (adjusted EBITDA growth and adjusted ROIC). Each PSU equals one share on vesting. Shares were withheld to cover tax obligations.
- Filing timeliness: No late filing flag indicated.
Context
- This was not an open-market sale — it reflects vesting/settlement of performance awards and routine share withholding to satisfy tax liabilities (common corporate payroll/tax practice). The underlying award was performance-based (multi-year metrics) rather than an option requiring cash to exercise (exercise price shown as $0 because PSUs converted to shares). Such transactions typically reflect compensation settlement, not a directional buy or sell signal.
Insider Transaction Report
Form 4
Tornehl Tobin
VP and Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-12+1,502→ 16,255 total - Tax Payment
Common Stock
[F2]2026-02-12$97.93/sh−751$73,545→ 15,504 total - Exercise/Conversion
Performance Stock Unit
[F4][F1][F5]2026-02-12−1,502→ 0 total→ Common Stock (1,502 underlying)
Holdings
- 959.278(indirect: ESOP)
Common Stock
[F3] - 3,341
Performance Stock Unit
[F4][F6]→ Common Stock (3,341 underlying) - 3,833
Performance Stock Unit
[F4][F7]→ Common Stock (3,833 underlying) - 4,350
Performance Stock Unit
[F4][F8]→ Common Stock (4,350 underlying)
Footnotes (8)
- [F1]Represents vesting of performance stock units at 85.4% of the target award amount and conversion to shares of Issuer's Common Stock.
- [F2]Shares were withheld to cover tax withholding in connection with the vesting of performance stock units.
- [F3]Represents shares held in Issuer's ESOP as of the end of the month immediately preceding this filing.
- [F4]Each performance stock unit represents a contingent right to receive one share of Issuer's Common Stock.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
Signature
/s/ John J. Manning, Attorney-in-Fact for Mr. Tornehl|2026-02-13