Manning Paul 4
4 · SENSIENT TECHNOLOGIES CORP · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
SENSIENT CEO Paul Manning Exercises Awards; Shares Withheld for Taxes
What Happened
- Paul Manning, Chairman, President & CEO of SENSIENT TECHNOLOGIES CORP (SXT), had performance stock units convert into 30,027 shares on Feb 12, 2026. Of those, 15,013 shares were withheld/disposed to cover tax withholding at $97.93 per share, generating approximately $1,470,223. The conversion is reported as an exercise/settlement of derivative awards (transaction code M) and the share withholding/tax payment is reported under code F.
Key Details
- Transaction dates: conversion/settlement and withholding occurred on 2026-02-12; Form 4 filed 2026-02-13 (timely).
- Conversion: 30,027 shares acquired via vesting/conversion of performance stock units (exercise/settlement, $0.00 reported for exercise price).
- Tax withholding/disposition: 15,013 shares disposed @ $97.93 = $1,470,223 to satisfy tax obligations.
- Footnotes: Vesting occurred at 85.4% of target award based on multi-year performance metrics (adjusted EBITDA growth and adjusted ROIC). Performance units convert 1:1 to common shares when they vest. Award granted under the 2017 Stock Plan; vesting was performance-based.
- Shares owned after transaction: not specified here—see the full Form 4 for total post-transaction beneficial holdings.
- Transaction codes: M = exercise/conversion of derivative; F = shares withheld/sold for tax withholding.
Context
- This was not an open-market buy or discretionary sale but the conversion/vesting of performance-based awards with a routine tax-withholding disposition (a cashless-like withholding of shares to cover taxes). Such activity is typically compensation-related and does not necessarily signal a buy/sell decision by the insider.
Insider Transaction Report
Form 4
Manning Paul
DirectorChairman, President & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-12+30,027→ 290,967 total - Tax Payment
Common Stock
[F2]2026-02-12$97.93/sh−15,013$1,470,223→ 275,954 total - Exercise/Conversion
Performance Stock Unit
[F5][F1][F6]2026-02-12−30,027→ 0 total→ Common Stock (30,027 underlying)
Holdings
- 80(indirect: By Children)
Common Stock
- 897.293(indirect: ESOP)
Common Stock
[F3] - 3,221.32(indirect: Supplemental Benefit Plan)
Common Stock
[F4] - 42,442
Performance Stock Unit
[F5][F7]→ Common Stock (42,442 underlying) - 34,492
Performance Stock Unit
[F5][F8]→ Common Stock (34,492 underlying) - 29,516
Performance Stock Unit
[F5][F9]→ Common Stock (29,516 underlying)
Footnotes (9)
- [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]Represents shares held in Issuer's Supplemental Benefit Plan as of the end of the month immediately preceding this filing.
- [F5]Each performance stock unit represents a contingent right to receive one share of Issuer's Common Stock.
- [F6]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.
- [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, 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.
- [F8]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.
- [F9]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. Manning|2026-02-13