SENSIENT TECHNOLOGIES CORP·4

Feb 13, 4:18 PM ET

Manning John J 4

4 · SENSIENT TECHNOLOGIES CORP · Filed Feb 13, 2026

Research Summary

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Updated

SENSIENT (SXT) SVP John Manning Converts Vested PSUs; Shares Withheld for Taxes

What Happened

  • John J. Manning, SVP, General Counsel & Secretary of SENSIENT TECHNOLOGIES CORP (SXT), had 4,016 performance stock units convert to 4,016 shares on 2026-02-12.
  • To cover tax withholding, 2,008 of those shares were withheld (disposed) at a reported value of $97.93 per share, totaling about $196,643. Net shares issued to Manning after withholding were 2,008 shares.
  • Transaction types in the filing: M = exercise/conversion of derivative (conversion of PSUs to shares); F = shares withheld to satisfy tax withholding. This is a routine vesting/conversion event rather than an open-market sale or purchase.

Key Details

  • Transaction date: February 12, 2026. Filing date: February 13, 2026 (timely filing).
  • Shares converted: 4,016 shares (from performance stock units).
  • Shares withheld for taxes: 2,008 shares at $97.93 each, total ≈ $196,643. Net shares received: 2,008.
  • Shares owned after transaction: not explicitly stated in the Form 4; filing includes footnotes showing holdings in the Issuer’s ESOP and Supplemental Benefit Plan as of the end of the prior month.
  • Relevant footnotes: PSUs vested at 85.4% of target based on performance (adjusted EBITDA growth and adjusted return on invested capital) over a three‑year period; each PSU converts into one share at vesting; awards granted under the 2017 Stock Plan.
  • Transaction codes: M = exercise/conversion of derivative; F = tax withholding. No late filing indicated.

Context

  • This was a performance-unit vesting/conversion event (not a purchase or discretionary sale). The company withheld shares to cover tax obligations — a common cashless-withholding mechanism.
  • The PSUs vested at 85.4% of target under pre-set performance metrics (EBITDA growth and return on invested capital), so the number of shares issued reflects achieved performance, not an open-market trade.
  • These transactions are routine compensation-related transactions and do not necessarily indicate insider sentiment about the stock.

Insider Transaction Report

Form 4
Period: 2026-02-12
Manning John J
SVP, GC & Secretary
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-12+4,01637,208.467 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-12$97.93/sh2,008$196,64335,200.467 total
  • Exercise/Conversion

    Performance Stock Unit

    [F5][F1][F6]
    2026-02-124,0160 total
    Common Stock (4,016 underlying)
Holdings
  • Common Stock

    (indirect: By Children)
    49.1
  • Common Stock

    [F3]
    (indirect: ESOP)
    561.884
  • Common Stock

    [F4]
    (indirect: Supplemental Benefit Plan)
    509.621
  • Performance Stock Unit

    [F5][F7]
    Common Stock (5,824 underlying)
    5,824
  • Performance Stock Unit

    [F5][F8]
    Common Stock (4,791 underlying)
    4,791
  • Performance Stock Unit

    [F5][F9]
    Common Stock (4,195 underlying)
    4,195
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|2026-02-13

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT