UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:

September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number: 001-07626

Sensient Technologies Corporation

(Exact name of registrant as specified in its charter)

Wisconsin		39-0561070
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202-5304

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(414) 271-6755

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.10 per share	SXT	New York Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒	Accelerated Filer ☐	Non-Accelerated Filer ☐
Smaller Reporting Company ☐	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at October 22, 2025
Common Stock, par value $0.10 per share		42,481,950

SENSIENT TECHNOLOGIES CORPORATION

INDEX

			Page No.

PART I. FINANCIAL INFORMATION:

	Item 1.	Financial Statements:

		Consolidated Statements of Earnings ‑ Three and Nine Months Ended September 30, 2025 and 2024.	1

		Consolidated Condensed Statements of Comprehensive Income ‑ Three and Nine Months Ended September 30, 2025 and 2024.	2

		Consolidated Balance Sheets - September 30, 2025 and December 31, 2024.	3

		Consolidated Statements of Cash Flows ‑ Nine Months Ended September 30, 2025 and 2024.	4

		Consolidated Statements of Shareholders’ Equity ‑ Three and Nine Months Ended September 30, 2025 and 2024.	5

		Notes to Consolidated Condensed Financial Statements.	6

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22

	Item 4.	Controls and Procedures.	22

PART II. OTHER INFORMATION:

	Item 1.	Legal Proceedings.	22

	Item 1A.	Risk Factors.	22

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22

	Item 5.	Other Information	23

	Item 6.	Exhibits.	23

		Exhibit Index.	24

		Signatures.	25

Index

PART I.

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands except per share amounts)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Revenue	$	412,109	$	392,613	$	1,218,664	$	1,180,808
Cost of products sold		270,767		262,209		802,713		793,133
Selling and administrative expenses		83,636		79,884		247,009		238,092
Operating income		57,706		50,520		168,942		149,583
Interest expense		7,328		7,696		22,060		22,394
Earnings before income taxes		50,378		42,824		146,882		127,189
Income taxes		13,422		10,134		37,877		32,627
Net earnings	$	36,956	$	32,690	$	109,005	$	94,562

Weighted average number of common shares outstanding:
Basic		42,248		42,159		42,231		42,139
Diluted		42,665		42,429		42,570		42,377

Earnings per common share:
Basic	$	0.87	$	0.78	$	2.58	$	2.24
Diluted	$	0.87	$	0.77	$	2.56	$	2.23

Dividends declared and paid per common share	$	0.41	$	0.41	$	1.23	$	1.23

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

Comprehensive income		$	36,591		$	38,257		$	162,000		$	74,069

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands)

Assets	September 30, 2025 (Unaudited)			December 31, 2024
Current Assets:
Cash and cash equivalents	$	42,669		$	26,626
Trade accounts receivable		323,387			290,087
Inventories		653,718			600,302
Prepaid expenses and other current assets		51,728			44,871
Fixed assets held for sale		1,595			-

Total current assets		1,073,097			961,886

Other assets		102,312			96,276
Deferred tax assets		65,741			50,387
Intangible assets, net		10,464			11,883
Goodwill		439,438			411,775
Property, Plant, and Equipment:
Land		34,449			32,369
Buildings		361,475			351,171
Machinery and equipment		849,283			804,385
Construction in progress		70,631			43,929
		1,315,838			1,231,854
Less accumulated depreciation		(797,349	)		(740,267	)
		518,489			491,587

Total assets	$	2,209,541		$	2,023,794

Liabilities and Shareholders’ Equity

Current Liabilities:
Trade accounts payable	$	122,878		$	139,052
Accrued salaries, wages, and withholdings from employees		39,295			47,470
Other accrued expenses		63,064			52,026
Income taxes		7,674			12,243
Short-term borrowings		777			19,848

Total current liabilities		233,688			270,639

Deferred tax liabilities		15,037			14,607
Other liabilities		42,447			39,540
Accrued employee and retiree benefits		27,031			24,499
Long-term debt		711,177			613,523
Shareholders’ Equity:
Common stock		5,396			5,396
Additional paid-in capital		123,059			117,500
Earnings reinvested in the business		1,838,948			1,782,139
Treasury stock, at cost		(613,398	)		(617,210	)
Accumulated other comprehensive loss		(173,844	)		(226,839	)

Total shareholders’ equity		1,180,161			1,060,986

Total liabilities and shareholders’ equity	$	2,209,541		$	2,023,794

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2025			2024

Cash flows from operating activities:
Net earnings	$	109,005		$	94,562
Adjustments to arrive at net cash provided by operating activities:
Depreciation and amortization		45,890			45,185
Share-based compensation expense		10,584			6,980
Net loss (gain) on assets		166			(210	)
Portfolio Optimization Plan costs		2,107			1,406
Deferred income taxes		3,899			(11,117	)
Changes in operating assets and liabilities:
Trade accounts receivable		(19,716	)		(32,138	)
Inventories		(35,609	)		14,902
Prepaid expenses and other assets		(9,160	)		221
Accounts payable and other accrued expenses		(10,973	)		(4,664	)
Accrued salaries, wages, and withholdings from employees		(9,781	)		16,769
Income taxes		(5,076	)		854
Other liabilities		1,927			3,011

Net cash provided by operating activities		83,263			135,761

Cash flows from investing activities:
Acquisition of property, plant, and equipment		(57,788	)		(36,088	)
Proceeds from sale of assets		397			338
Acquisition of new business		(4,867	)		-
Other investing activities		1,260			(1,444	)

Net cash used in investing activities		(60,998	)		(37,194	)

Cash flows from financing activities:
Proceeds from additional borrowings		125,619			134,432
Debt payments		(84,662	)		(154,219	)
Dividends paid		(52,196	)		(52,034	)
Other financing activities		(2,648	)		(3,317	)

Net cash used in financing activities		(13,887	)		(75,138	)

Effect of exchange rate changes on cash and cash equivalents		7,665			(15,394	)

Net increase in cash and cash equivalents		16,043			8,035
Cash and cash equivalents at beginning of period		26,626			28,934

Cash and cash equivalents at end of period	$	42,669		$	36,969

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except share and per share amounts)

(Unaudited)

Three Months Ended September 30, 2025	Common Stock		Additional Paid-In Capital		Earnings Reinvested in the Business			Treasury Stock					Accumulated Other Comprehensive Income (Loss)			Total Equity
Three Months Ended September 30, 2025	Common Stock		Additional Paid-In Capital		Earnings Reinvested in the Business			Shares		Amount			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balances at June 30, 2025	$	5,396	$	119,114	$	1,819,488			11,706,566	$	(613,398	)	$	(173,479	)	$	1,157,121
Net earnings		-		-		36,956			-		-			-			36,956
Other comprehensive loss		-		-		-			-		-			(365	)		(365	)
Cash dividends paid – $0.41 per share		-		-		(17,496	)		-		-			-			(17,496	)
Share-based compensation		-		3,945		-			-		-			-			3,945
Balances at September 30, 2025	$	5,396	$	123,059	$	1,838,948			11,706,566	$	(613,398	)	$	(173,844	)	$	1,180,161

Three Months Ended September 30, 2024
Balances at June 30, 2024	$	5,396	$	114,730		$	1,754,059		11,798,853		$	(618,233	)	$	(198,177	)	$	1,057,775
Net earnings		-		-			32,690		-			-			-			32,690
Other comprehensive income		-		-			-		-			-			5,567			5,567
Cash dividends paid – $0.41 per share		-		-			(17,349	)	-			-			-			(17,349	)
Share-based compensation		-		2,069			-		-			-			-			2,069
Non-vested stock issued upon vesting		-		(390	)		-		(7,438	)		390			-			-
Other		-		(106	)		-		3,719			(195	)		-			(301	)
Balances at September 30, 2024	$	5,396	$	116,303		$	1,769,400		11,795,134		$	(618,038	)	$	(192,610	)	$	1,080,451

Nine Months Ended September 30, 2025
Balances at December 31, 2024	$	5,396	$	117,500		$	1,782,139		11,779,321		$	(617,210	)	$	(226,839	)	$	1,060,986
Net earnings		-		-			109,005		-			-			-			109,005
Other comprehensive income		-		-			-		-			-			52,995			52,995
Cash dividends paid – $1.23 per share		-		-			(52,196	)	-			-			-			(52,196	)
Share-based compensation		-		10,584			-		-			-			-			10,584
Non-vested stock issued upon vesting		-		(4,606	)		-		(87,916	)		4,606			-			-
Benefit plans		-		394			-		(19,899	)		1,043			-			1,437
Other		-		(813	)		-		35,060			(1,837	)		-			(2,650	)
Balances at September 30, 2025	$	5,396	$	123,059		$	1,838,948		11,706,566		$	(613,398	)	$	(173,844	)	$	1,180,161

Nine Months Ended September 30, 2024
Balances at December 31, 2023	$	5,396	$	115,941		$	1,726,872		11,885,398		$	(622,768	)	$	(172,117	)	$	1,053,324
Net earnings		-		-			94,562		-			-			-			94,562
Other comprehensive loss		-		-			-		-			-			(20,493	)		(20,493	)
Cash dividends paid – $1.23 per share		-		-			(52,034	)	-			-			-			(52,034	)
Share-based compensation		-		6,980			-		-			-			-			6,980
Non-vested stock issued upon vesting		-		(6,283	)		-		(119,910	)		6,283			-			-
Benefit plans		-		299			-		(21,405	)		1,122			-			1,421
Other		-		(634	)		-		51,051			(2,675	)		-			(3,309	)
Balances at September 30, 2024	$	5,396	$	116,303		$	1,769,400		11,795,134		$	(618,038	)	$	(192,610	)	$	1,080,451

See accompanying notes to consolidated condensed financial statements.

Index

SENSIENT TECHNOLOGIES CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.	Accounting Policies

In the opinion of Sensient Technologies Corporation (the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) that are necessary to present fairly the financial position of the Company as of September 30, 2025, and the results of operations, comprehensive income, and shareholders’ equity for the three and nine months ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Expenses are charged to operations in the period incurred.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (CODM). In addition, this ASU requires the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard in the fourth quarter of 2024 using a retrospective transition method, and the adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This ASU will also require the Company to disaggregate its income taxes paid disclosure by federal, state, and foreign taxes, with further disaggregation required for significant individual jurisdictions. This ASU is effective for fiscal years beginning after December 15, 2024. The Company will adopt this ASU in the fourth quarter of 2025 using a prospective transition method. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements and its related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses, which will require the Company to disclose disaggregated information about certain income statement expense line items. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements and its related disclosures.

Please refer to the notes in the Company’s annual consolidated financial statements for the year ended December 31, 2024, for additional details of the Company’s financial condition and a description of the Company’s accounting policies, which have been continued without change.

2.	Acquisition

On February 14, 2025, the Company acquired Biolie SAS, a natural color extraction business located in France. The Company paid $4.9 million in cash for this acquisition, which is net of $0.2 million in debt assumed. The assets acquired and liabilities assumed were recorded at their estimated fair value as of the acquisition date. The Company acquired net assets of $0.3 million, with the remaining $4.6 million allocated to goodwill. This business is part of the Color segment.

3.	Portfolio Optimization Plan

During the fourth quarter of 2023, the Board of Directors of the Company approved a plan to undertake an effort to optimize certain production facilities and improve efficiencies within the Company (Portfolio Optimization Plan). As part of the Portfolio Optimization Plan, in the Flavors & Extracts segment, the Company evaluated the closure of its manufacturing facility in Felinfach, Wales, United Kingdom, the closure of its sales office in Granada, Spain, and the centralization and elimination of certain selling and administrative positions. In addition, in the Color segment, the Company evaluated the closure of a manufacturing facility in Delta, British Columbia, Canada, the closure of a sales office in Argentina, and centralizing and eliminating certain production positions and selling and administrative positions. The Company reports all costs associated with the Portfolio Optimization Plan in the Corporate & Other segment.

Index

The Company’s Felinfach site was shut down in May 2025, and all production activities have been transferred to other locations. The Company began marketing the Felinfach site for sale in June 2025. As a result, the Company met all of the assets held for sale criteria for the Felinfach land and building assets in June 2025, which have been recorded as the only balance in Fixed assets held for sale on the Company’s Consolidated Balance Sheets. The Company has substantially completed all other actions contemplated under the Portfolio Optimization Plan in accordance with local laws.

The Company recorded $2.5 million of accrued liabilities in Other Accrued Expenses on the Company’s Consolidated Balance Sheets related to the Portfolio Optimization Plan as of December 31, 2024. The amount of accrued liabilities recorded in Other Accrued Expenses on the Company’s Consolidated Balance Sheets related to the Portfolio Optimization Plan was immaterial as of September 30, 2025. The Company expects the Portfolio Optimization Plan will cost approximately $48 million, of which $44 million has been incurred through September 30, 2025, primarily related to non-cash impairment charges and employee separation costs. We anticipate that the Portfolio Optimization Plan will reduce annual operating costs by approximately $8 million to $10 million, with the full benefit expected to be achieved after 2025. The Company reduced headcount by approximately 100 positions, primarily in the Flavors & Extracts and Color segments, related to certain production and selling and administrative positions.

The following table summarizes the Portfolio Optimization Plan expenses by segment for the three months ended September 30, 2025:

(In thousands)	Flavors & Extracts		Color		Consolidated
Non-cash impairment charges – Selling and administrative expenses	$	584	$	-	$	584
Non-cash charges – Cost of products sold		249		-		249
Employee separation – Selling and administrative expenses		16		-		16
Other production costs – Cost of products sold		400		-		400
Other costs – Selling and administrative expenses⁽¹⁾		1,955		119		2,074
Total	$	3,204	$	119	$	3,323

(1)

Other costs include professional services, decommissioning costs, and other related costs.

The following table summarizes the Portfolio Optimization Plan expenses by segment for the nine months ended September 30, 2025:

(In thousands)	Flavors & Extracts		Color		Corporate & Other		Consolidated
Non-cash impairment charges – Selling and administrative expenses	$	701	$	-	$	-	$	701
Non-cash charges – Cost of products sold		1,430		-		-		1,430
Employee separation – Selling and administrative expenses		496		8		-		504
Other production costs – Cost of products sold		2,822		-		-		2,822
Other costs – Selling and administrative expenses⁽¹⁾		3,683		221		165		4,069
Total	$	9,132	$	229	$	165	$	9,526

(1)

Other costs include professional services, decommissioning costs, and other related costs.

Index

The following table summarizes the Portfolio Optimization Plan expenses by segment for the three months ended September 30, 2024:

(In thousands)		Flavors & Extracts		Color		Corporate & Other			Consolidated
Employee separation – Selling and administrative expenses	$	490	$	68	$	-		$	558
Other production costs – Cost of products sold		209		-		-			209
Other costs – Selling and administrative expenses⁽¹⁾		447		9		(12	)		444
Total	$	1,146	$	77	$	(12	)	$	1,211

(1)

Other costs include professional services, accelerated depreciation, and other related costs.

The following table summarizes the Portfolio Optimization Plan expenses by segment for the nine months ended September 30, 2024:

(In thousands)	Flavors & Extracts		Color			Corporate & Other			Consolidated
Non-cash impairment charges – Selling and administrative expenses	$	-	$	1,129		$	-		$	1,129
Non-cash charges – Cost of products sold		408		(194	)		-			214
Employee separation – Selling and administrative expenses		1,341		594			28			1,963
Other production costs – Cost of products sold		309		-			-			309
Other costs – Selling and administrative expenses⁽¹⁾		1,506		693			(39	)		2,160
Total	$	3,564	$	2,222		$	(11	)	$	5,775

(1)

Other costs include professional services, decommissioning costs, accelerated depreciation, accelerated lease costs, and other related costs.

4.	Trade Accounts Receivable

Trade accounts receivables are recorded at their face amount, less an allowance for expected losses on doubtful accounts. The allowance for doubtful accounts is calculated based on customer-specific analysis and an aging methodology using historical loss information. The Company believes historical loss information is a reasonable basis for expected credit losses as the Company’s historical credit loss experience correlates with its customer delinquency status. This information is also adjusted for any known current economic conditions. Forecasted economic conditions have not had a significant impact on the current credit loss estimate due to the short-term nature of the Company’s customer receivables; however, the Company will continue to monitor and evaluate the rapidly changing economic conditions. Additionally, as the Company only has one portfolio segment, there are not different risks between portfolios. Specific accounts are written off against the allowance for doubtful accounts when the receivable is deemed no longer collectible.

The following table summarizes the changes in the allowance for doubtful accounts during the three and nine month periods ended September 30, 2025 and 2024:

(In thousands) Three Months Ended September 30, 2025	Allowance for Doubtful Accounts
Balance at June 30, 2025	$	5,612
Provision for expected credit losses		120
Accounts written off		(344	)
Translation and other activity		1
Balance at September 30, 2025	$	5,389

(In thousands) Three Months Ended September 30, 2024	Allowance for Doubtful Accounts
Balance at June 30, 2024	$	4,275
Provision for expected credit losses		410
Accounts written off		(56	)
Translation and other activity		71
Balance at September 30, 2024	$	4,700

Index

(In thousands) Nine Months Ended September 30, 2025	Allowance for Doubtful Accounts
Balance at December 31, 2024	$	5,023
Provision for expected credit losses		864
Accounts written off		(809	)
Translation and other activity		311
Balance at September 30, 2025	$	5,389

(In thousands) Nine Months Ended September 30, 2024	Allowance for Doubtful Accounts
Balance at December 31, 2023	$	4,373
Provision for expected credit losses		1,213
Accounts written off		(808	)
Translation and other activity		(78	)
Balance at September 30, 2024	$	4,700

5.	Inventories

At September 30, 2025, and December 31, 2024, inventories included finished and in-process products totaling $472.0 million and $426.8 million, respectively, and raw materials and supplies of $181.7 million and $173.5 million, respectively.

Debt

On June 13, 2025, the Company entered into a Fourth Amended and Restated Credit Agreement (Credit Agreement). The Credit Agreement provides for a $400 million senior unsecured revolving credit facility, with up to $20 million of the facility being available as a sub-facility for standby and commercial letters of credit and sub-limits of up to $50 million on swing line loans. The Credit Agreement amended and restated the Company’s Third Amended and Restated Credit Agreement to, among other things, (i) increase the aggregate revolving commitment amount from $350 million to $400 million, (ii) increase the incremental revolving commitment from $100 million to $150 million, (iii) extend the maturity of the Company’s revolving credit facility from May 2026 to June 2030, and (iv) modify certain other provisions. Funds are available in U.S. dollars, Euros, English pounds, and other major currencies. Proceeds from the facility will be used to refinance existing indebtedness of the Company, for working capital, and other general corporate purpose needs, including capital expenditures, of the Company.

On June 13, 2025, the Company also amended its term loan agreement with PNC Bank, N.A. to extend the maturity date from November 2025 to June 2027.

On June 30, 2025, the Company entered into Amendment No. 12 (Receivables Amendment) to the Receivables Purchase Agreement, dated October 3, 2016. The Receivables Amendment amends the Receivables Purchase Agreement to, among other things, (i) increase the facility limit from $85 million to $105 million and (ii) extend the termination date of the Receivables Purchase Agreement from August 29, 2025 to August 31, 2026.

On November 3, 2025, the Company entered into an Amended and Restated Consolidated Note Purchase and Master Note Agreement (Master Note Agreement) with the purchasers named therein. The Master Note Agreement consolidates all existing senior note purchase agreements of the Company into a single senior note purchase agreement and concurrently amends and restates the note purchase agreement to be in the form of the Master Note Agreement. The Master Note Agreement provides a framework for the issuance of up to an aggregate of $825 million of notes, including the existing outstanding senior notes, with a three-year draw period, but does not include commitments by any purchaser to purchase additional notes beyond those already outstanding. The notes drawn during this period can have maturity dates up to 12 years from the date of issuance.

On November 3, 2025, the Company issued $60 million of U.S. dollar-denominated senior notes under the Master Note Agreement, maturing in November 2029 and bearing an interest rate of 4.83%. The proceeds were used to repay the Company’s existing $25 million 4.19% senior notes due November 1, 2025 and £25 million 2.76% senior notes due November 1, 2025.

Index

7.	Fair Value

Accounting Standards Codification 820, Fair Value Measurement, defines fair value for financial assets and liabilities, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. The carrying values of the Company’s cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses, and short-term borrowings were approximately the same as the fair values as of September 30, 2025 and December 31, 2024. The net fair value of the forward exchange contracts based on current pricing obtained for comparable derivative products (Level 2 inputs) was an asset of $0.7 million and a liability of $0.8 million as of September 30, 2025 and December 31, 2024, respectively. The fair value of the Company’s long-term debt, including the portions of long-term debt classified as Short-term borrowings on the Company’s Consolidated Balance Sheets, is estimated using discounted cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements (Level 2 inputs). The carrying value of the long-term debt at September 30, 2025 and December 31, 2024, was $711.4 million and $613.7 million, respectively. The fair value of the long-term debt at September 30, 2025 and December 31, 2024, was $722.2 million and $622.0 million, respectively.

8.	Segment Information

The Company evaluates performance based on operating income before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders); restructuring and other charges, including Portfolio Optimization Plan costs; interest expense; and income taxes (segment operating income). Total revenue and segment operating income by business segment and geographic region include both sales to customers, as reported in the Company’s Consolidated Statements of Earnings, and intersegment sales, which are accounted for at prices that approximate market prices and are eliminated in consolidation.

Assets by business segment and geographic region are those assets used in the Company’s operations in each segment and geographic region. Segment assets reflect the allocation of goodwill to each segment. Corporate & Other assets consist primarily of accounts receivables from the securitization program, investments, deferred tax assets, and fixed assets.

In the third quarter of 2025, the Company changed the name of its Natural Ingredients product line to Agricultural Ingredients within the Flavors & Extracts segment to clearly distinguish it from the natural color activities within the Food & Pharmaceutical Colors product line within the Color segment.

The Company determines its operating segments based on information utilized by its chief operating decision maker (CODM) to allocate resources and assess performance. The Company’s CODM is the President and Chief Executive Officer. The CODM uses segment operating income or loss to allocate resources, which includes employees, financial, or capital resources, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual and year-over-year variances on a monthly basis for segment operating income or loss when allocating capital and personnel resources to the segments. Segment performance is evaluated based on operating income of the respective business units before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders) and restructuring and other charges, including the Portfolio Optimization Plan costs, which are reported in Corporate & Other.

The Company’s three reportable segments are the Flavors & Extracts and Color segments, which are both managed on a product line basis, and the Asia Pacific segment, which is managed on a geographic basis. The Company’s Flavors & Extracts segment produces flavor, extracts, and essential oils products that impart a desired taste, texture, aroma, or other characteristics to a broad range of consumer and other products. The Color segment produces natural and synthetic color systems for foods, beverages, pharmaceuticals, and nutraceuticals; colors, ingredients, and systems for personal care; and technical colors for industrial applications. The Asia Pacific segment is managed on a geographic basis and produces and distributes color, flavor, and essential oils products for the Asia Pacific countries. The Company’s corporate expenses, share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders), and restructuring and other charges, including Portfolio Optimization Plan costs, are included in the “Corporate & Other” category.

Index

Operating results by segment for the periods presented are as follows:

(In thousands)	Flavors & Extracts			Color			Asia Pacific			Corporate & Other			Consolidated
Three months ended September 30, 2025:
Total segment revenue	$	202,970		$	178,156		$	42,082		$	-		$	423,208
Intersegment revenue		(5,973	)		(4,995	)		(131	)		-			(11,099	)
Consolidated revenue from external customers		196,997			173,161			41,951			-			412,109
Cost of products sold		143,055			102,828			24,235			649			270,767
Selling and administrative expense		25,904			32,599			8,175			16,958			83,636
Operating income (loss)		28,038			37,734			9,541			(17,607	)		57,706
Interest expense														7,328
Earnings before income taxes													$	50,378

Assets		884,996			886,367			129,655			308,523			2,209,541
Capital expenditures		10,648			7,196			584			1,325			19,753
Depreciation and amortization		7,736			6,249			604			967			15,556

Three months ended September 30, 2024:
Total segment revenue	$	203,279		$	162,080		$	41,778		$	-		$	407,137
Intersegment revenue		(9,057	)		(5,408	)		(59	)		-			(14,524	)
Consolidated revenue from external customers		194,222			156,672			41,719			-			392,613
Cost of products sold		141,699			95,852			24,449			209			262,209
Selling and administrative expense		26,661			31,014			7,963			14,246			79,884
Operating income (loss)		25,862			29,806			9,307			(14,455	)		50,520
Interest expense														7,696
Earnings before income taxes													$	42,824

Assets		774,896			844,165			129,904			293,647			2,042,612
Capital expenditures		7,229			4,049			371			1,589			13,238
Depreciation and amortization		7,576			6,236			623			1,025			15,460

(In thousands)	Flavors & Extracts			Color			Asia Pacific			Corporate & Other			Consolidated
Nine months ended September 30, 2025:
Total segment revenue	$	599,902		$	525,188		$	126,727		$	-		$	1,251,817
Intersegment revenue		(17,626	)		(15,319	)		(208	)		-			(33,153	)
Consolidated revenue from external customers		582,276			509,869			126,519			-			1,218,664
Cost of products sold		423,614			301,027			73,820			4,252			802,713
Selling and administrative expense		77,129			97,334			24,773			47,773			247,009
Operating income (loss)		81,533			111,508			27,926			(52,025	)		168,942
Interest expense														22,060
Earnings before income taxes													$	146,882

Assets		884,996			886,367			129,655			308,523			2,209,541
Capital expenditures		37,655			15,677			1,188			3,268			57,788
Depreciation and amortization		23,052			18,247			1,722			2,869			45,890

Nine months ended September 30, 2024:
Total segment revenue	$	605,584		$	489,805		$	120,664		$	-		$	1,216,053
Intersegment revenue		(21,320	)		(13,844	)		(81	)		-			(35,245	)
Consolidated revenue from external customers		584,264			475,961			120,583			-			1,180,808
Cost of products sold		430,027			291,204			71,379			523			793,133
Selling and administrative expense		78,488			91,770			23,241			44,593			238,092
Operating income (loss)		75,749			92,987			25,963			(45,116	)		149,583
Interest expense														22,394
Earnings before income taxes													$	127,189

Assets		774,896			844,165			129,904			293,647			2,042,612
Capital expenditures		16,727			14,108			1,635			3,618			36,088
Depreciation and amortization		22,834			17,425			1,876			3,050			45,185

Index

Product Lines

(In thousands)	Flavors & Extracts			Color			Asia Pacific			Consolidated
Three months ended September 30, 2025:
Flavors, Extracts & Flavor Ingredients	$	136,831		$	-		$	-		$	136,831
Agricultural Ingredients		66,139			-			-			66,139
Food & Pharmaceutical Colors		-			133,548			-			133,548
Personal Care		-			44,608			-			44,608
Asia Pacific		-			-			42,082			42,082
Intersegment Revenue		(5,973	)		(4,995	)		(131	)		(11,099	)
Total revenue from external customers	$	196,997		$	173,161		$	41,951		$	412,109

Three months ended September 30, 2024:
Flavors, Extracts & Flavor Ingredients	$	128,990		$	-		$	-		$	128,990
Agricultural Ingredients		74,289			-			-			74,289
Food & Pharmaceutical Colors		-			118,883			-			118,883
Personal Care		-			43,197			-			43,197
Asia Pacific		-			-			41,778			41,778
Intersegment Revenue		(9,057	)		(5,408	)		(59	)		(14,524	)
Total revenue from external customers	$	194,222		$	156,672		$	41,719		$	392,613

(In thousands)	Flavors & Extracts			Color			Asia Pacific			Consolidated
Nine months ended September 30, 2025:
Flavors, Extracts & Flavor Ingredients	$	408,748		$	-		$	-		$	408,748
Agricultural Ingredients		191,154			-			-			191,154
Food & Pharmaceutical Colors		-			394,525			-			394,525
Personal Care		-			130,663			-			130,663
Asia Pacific		-			-			126,727			126,727
Intersegment Revenue		(17,626	)		(15,319	)		(208	)		(33,153	)
Total revenue from external customers	$	582,276		$	509,869		$	126,519		$	1,218,664

Nine months ended September 30, 2024:
Flavors, Extracts & Flavor Ingredients	$	388,544		$	-		$	-		$	388,544
Agricultural Ingredients		217,040			-			-			217,040
Food & Pharmaceutical Colors		-			361,268			-			361,268
Personal Care		-			128,537			-			128,537
Asia Pacific		-			-			120,664			120,664
Intersegment Revenue		(21,320	)		(13,844	)		(81	)		(35,245	)
Total revenue from external customers	$	584,264		$	475,961		$	120,583		$	1,180,808

Geographic Markets

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Consolidated
Three months ended September 30, 2025:
North America	$	154,755	$	84,367	$	41	$	239,163
Europe		31,824		50,270		9		82,103
Asia Pacific		3,743		16,774		41,483		62,000
Other		6,675		21,750		418		28,843
Total revenue from external customers	$	196,997	$	173,161	$	41,951	$	412,109

Three months ended September 30, 2024:
North America	$	152,753	$	78,187	$	15	$	230,955
Europe		30,908		37,089		32		68,029
Asia Pacific		4,500		16,477		40,101		61,078
Other		6,061		24,919		1,571		32,551
Total revenue from external customers	$	194,222	$	156,672	$	41,719	$	392,613

Index

(In thousands)	Flavors & Extracts		Color		Asia Pacific		Consolidated
Nine months ended September 30, 2025:
North America	$	456,674	$	247,438	$	56	$	704,168
Europe		93,265		148,679		47		241,991
Asia Pacific		12,987		50,448		123,325		186,760
Other		19,350		63,304		3,091		85,745
Total revenue from external customers	$	582,276	$	509,869	$	126,519	$	1,218,664

Nine months ended September 30, 2024:
North America	$	456,355	$	235,842	$	97	$	692,294
Europe		95,129		129,076		138		224,343
Asia Pacific		13,309		49,544		115,803		178,656
Other		19,471		61,499		4,545		85,515
Total revenue from external customers	$	584,264	$	475,961	$	120,583	$	1,180,808

9.	Retirement Plans

The Company’s components of annual benefit cost for the defined benefit plans for the periods presented are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2025			2024			2025			2024
Service cost	$	381		$	430		$	1,126		$	1,311
Interest cost		461			459			1,360			1,389
Expected return on plan assets		(280	)		(252	)		(821	)		(754	)
Recognized actuarial gain		(70	)		(91	)		(213	)		(273	)
Total defined benefit expense	$	492		$	546		$	1,452		$	1,673

The Company’s non-service cost portion of defined benefit expense is recorded in Interest Expense on the Company’s Consolidated Statements of Earnings. The Company’s service cost portion of defined benefit expense is recorded in Selling and Administrative Expenses on the Company’s Consolidated Statements of Earnings.

10.	Derivative Instruments and Hedging Activity

The Company may use forward exchange contracts and foreign currency denominated debt to manage its exposure to foreign exchange risk in order to reduce the effect of fluctuating foreign currencies on short-term foreign currency denominated intercompany transactions, non-functional currency raw material purchases, non-functional currency sales, and other known foreign currency exposures. These forward exchange contracts generally have maturities of less than 18 months. The Company’s primary hedging activities and their accounting treatment are summarized below.

Forward exchange contracts – Certain forward exchange contracts have been designated as cash flow hedges. The Company had $16.5 million and $70.3 million of forward exchange contracts designated as cash flow hedges outstanding as of September 30, 2025 and December 31, 2024, respectively. For the three months ended September 30, 2025 and 2024, the amounts reclassified into net earnings in the Company’s Consolidated Statements of Earnings that offset the underlying transactions’ impact on earnings in the same period were not material. For the nine months ended September 30, 2025, a gain of $1.1 million was reclassified into net earnings in the Company’s Consolidated Statements of Earnings that offset the underlying transactions’ impact on earnings in the same period. For the nine months ended September 30, 2024, the amount reclassified into net earnings in the Company’s Consolidated Statements of Earnings that offset the underlying transactions’ impact on earnings in the same period was not material. In addition, the Company utilizes forward exchange contracts that are not designated as cash flow hedges. The results of these transactions were not material to the financial statements of the Company.

Index

Net investment hedges – The Company has designated certain foreign currency denominated long-term borrowings as partial hedges of the Company’s foreign currency net asset positions. As of September 30, 2025 and December 31, 2024, the total value of the Company’s net investment hedges was $332.8 million and $295.3 million, respectively. These net investment hedges included Euro and British Pound denominated long-term debt. Changes in the fair value of this debt attributable to changes in the spot foreign exchange rate are recorded in foreign currency translation in Other Comprehensive Income (OCI). For the three months ended September 30, 2025 and 2024, the impact of foreign exchange rates on these debt instruments decreased debt by $2.1 million and increased debt by $12.6 million, respectively, which has been recorded as foreign currency translation in OCI. For the nine months ended September 30, 2025 and 2024, the impact of foreign exchange rates on these debt instruments increased debt by $37.5 million and $4.1 million, respectively, which has been recorded as foreign currency translation in OCI.

11.	Income Taxes

The effective income tax rates for the three months ended September 30, 2025 and 2024, were 26.6% and 23.7%, respectively. For the nine months ended September 30, 2025 and 2024, the effective income tax rates were 25.8% and 25.7%, respectively. The effective tax rates for the three and nine months ended September 30, 2025 and 2024 were impacted by the mix of foreign earnings, changes in estimates associated with the finalization of prior year foreign tax items, and the limited tax deductibility of costs related to the Portfolio Optimization Plan.

12.	Accumulated Other Comprehensive Income

The following table summarizes the changes in OCI during the three and nine month periods ended September 30, 2025 and 2024:

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at December 31, 2024	$	(310	)	$	(2,348	)	$	(224,181	)	$	(226,839	)
Other comprehensive income before reclassifications		1,946			-			52,321			54,267
Amounts reclassified from OCI		(1,113	)		(159	)		-			(1,272	)
Balances at September 30, 2025	$	523		$	(2,507	)	$	(171,860	)	$	(173,844	)

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at June 30, 2025	$	723		$	(2,455	)	$	(171,747	)	$	(173,479	)
Other comprehensive income (loss) before reclassifications		222			-			(113	)		109
Amounts reclassified from OCI		(422	)		(52	)		-			(474	)
Balances at September 30, 2025	$	523		$	(2,507	)	$	(171,860	)	$	(173,844	)

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at December 31, 2023	$	997		$	(2,079	)	$	(171,035	)	$	(172,117	)
Other comprehensive loss before reclassifications		(843	)		-			(19,446	)		(20,289	)
Amounts reclassified from OCI		-			(204	)		-			(204	)
Balances at September 30, 2024	$	154		$	(2,283	)	$	(190,481	)	$	(192,610	)

(In thousands)	Cash Flow Hedges ⁽¹⁾			Pension Items ⁽¹⁾			Foreign Currency Items			Total
Balances at June 30, 2024	$	236		$	(2,215	)	$	(196,198	)	$	(198,177	)
Other comprehensive (loss) income before reclassifications		(306	)		-			5,717			5,411
Amounts reclassified from OCI		224			(68	)		-			156
Balances at September 30, 2024	$	154		$	(2,283	)	$	(190,481	)	$	(192,610	)

⁽¹⁾

Cash Flow Hedges and Pension Items are net of tax.

Index

13.	Commitments and Contingencies

The Company is subject to various claims and litigation arising in the normal course of business. The Company establishes reserves for claims and proceedings when it is probable that liabilities exist, and reasonable estimates of loss can be made. While it is not possible to predict the outcome of these matters, based on our assessment of the facts and circumstances now known, we do not believe that these matters, individually or in the aggregate, will have a material adverse effect on our financial position. However, actual outcomes may be different from those expected and could have a material effect on our results of operations or cash flows in a particular period.

14.	Subsequent Events

On October 30, 2025, the Company announced its quarterly dividend of $0.41 per share would be payable on December 1, 2025.

On November 3, 2025, the Company (i) entered into an Amended and Restated Consolidated Note Purchase and Master Note Agreement (Master Note Agreement) and (ii) issued $60 million of U.S. dollar-denominated senior notes under the Master Note Agreement. See Note 6, Debt, for further details.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance, and financial results. Forward-looking statements include statements in the future tense, statements referring to any period after September 30, 2025, and statements including the terms “expect,” “believe,” “anticipate,” and other similar terms that express expectations as to future events or conditions. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for such forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that could cause actual events to differ materially from those expressed in the forward-looking statements. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results. These factors and assumptions include, among others, the Company’s ability to manage general business, economic, and capital market conditions, including actions taken by customers in response to such market conditions, and the impact of recessions and economic downturns; the impact of macroeconomic and geopolitical volatility, including inflation and shortages impacting the availability and cost of raw materials, energy, and other supplies, disruptions and delays in the Company’s supply chain, and the conflicts between Russia and Ukraine and in the Middle East; industry, regulatory, legal, and economic factors related to the Company’s domestic and international business; the effects of tariffs, trade barriers, and disputes; the availability and cost of labor, logistics, and transportation; the pace and nature of new product introductions by the Company and the Company’s customers; the Company’s ability to anticipate and respond to changing consumer preferences, changing technologies, and changing regulations; the Company’s ability to successfully implement its growth strategies; the outcome of the Company’s various productivity-improvement and cost-reduction efforts, acquisition and divestiture activities, and Portfolio Optimization Plan; growth in markets for products in which the Company competes; industry and customer acceptance of price increases; actions by competitors; the Company’s ability to enhance its innovation efforts and drive cost efficiencies; currency exchange rate fluctuations; and the matters discussed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Except to the extent required by applicable law, the Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

OVERVIEW

Revenue

Revenue was $412.1 million and $392.6 million for the three months ended September 30, 2025 and 2024, respectively. Revenue was $1.22 billion and $1.18 billion for the nine months ended September 30, 2025 and 2024, respectively. The increase in revenue for the three and nine months ended September 30, 2025 was primarily due to higher selling prices. For the three months ended September 30, 2025, the impact of foreign exchange rates increased consolidated revenue by approximately 2%. Foreign exchange rates had an immaterial impact on consolidated revenue for the nine months ended September 30, 2025.

Gross Margin

The Company’s gross margin was 34.3% and 33.2% for the three months ended September 30, 2025 and 2024, respectively. The Company’s gross margin was 34.1% and 32.8% for the nine months ended September 30, 2025 and 2024, respectively. For the three and nine months ended September 30, 2025, Portfolio Optimization Plan costs totaling $0.6 million and $4.3 million, respectively, decreased gross margin by 20 and 40 basis points, respectively. Portfolio Optimization Plan costs for the three and nine months ended September 30, 2024 had an immaterial impact on gross margin. See Portfolio Optimization Plan below for further information. The Company’s gross margins for the three and nine months ended September 30, 2025 were further impacted by the favorable pricing, partially offset by higher raw material costs.

Selling and Administrative Expenses

Selling and administrative expense as a percent of revenue was 20.3% for each of the three months ended September 30, 2025 and 2024. Selling and administrative expense as a percent of revenue was 20.3% and 20.2% for the nine months ended September 30, 2025 and 2024, respectively. For the three months ended September 30, 2025 and 2024, selling and administrative expenses were increased by Portfolio Optimization Plan costs totaling $2.7 and $1.0 million, respectively, which increased selling and administrative expenses as a percent of revenue by approximately 70 and 20 basis points, respectively. For each of the nine months ended September 30, 2025 and 2024, selling and administrative expenses were increased by Portfolio Optimization Plan costs totaling $5.3 million, which increased selling and administrative expenses as a percent of revenue by approximately 50 basis points. See Portfolio Optimization Plan below for further information. The remaining increase, excluding the Portfolio Optimization Plan costs, in selling and administrative expense as a percent of revenue for the three and nine months ended September 30, 2025 was primarily due to higher performance-based executive compensation costs incurred in 2025.

Index

Operating Income

Operating income was $57.7 million and $50.5 million for the three months ended September 30, 2025 and 2024, respectively. Operating margins were 14.0% and 12.9% for the three months ended September 30, 2025 and 2024, respectively. Portfolio Optimization Plan costs decreased operating margins by approximately 80 and 30 basis points for the three months ended September 30, 2025 and 2024, respectively. The increase in operating margin was primarily due to the higher selling prices, partially offset by higher raw material costs and higher performance-based executive compensation costs incurred in 2025.

Operating income was $168.9 million and $149.6 million for the nine months ended September 30, 2025 and 2024, respectively. Operating margins were 13.9% and 12.7% for the nine months ended September 30, 2025 and 2024, respectively. Portfolio Optimization Plan costs decreased operating margins by approximately 70 and 50 basis points for the nine months ended September 30, 2025 and 2024, respectively. The increase in operating margin was primarily due to the higher selling prices, partially offset by higher raw material costs and higher performance-based executive compensation costs incurred in 2025.

Interest Expense

Interest expense was $7.3 million and $7.7 million for the three months ended September 30, 2025 and 2024, respectively, and $22.1 million and $22.4 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in expense for the three and nine months ended September 30, 2025 was primarily due to a decrease in the average interest rate.

Income Taxes

The effective income tax rates for the three months ended September 30, 2025 and 2024, were 26.6% and 23.7%, respectively. For the nine months ended September 30, 2025 and 2024, the effective income tax rates were 25.8% and 25.7%, respectively. The effective tax rates for the three and nine months ended September 30, 2025 and 2024 were both impacted by the mix of foreign earnings, changes in estimates associated with the finalization of prior year foreign tax items, and the limited tax deductibility of costs related to the Portfolio Optimization Plan.

Acquisition

Portfolio Optimization Plan

The Company’s Felinfach site was shut down in May 2025, and all production activities have been transferred to other locations. The Company began marketing the Felinfach site for sale in June 2025. The Company has substantially completed all other actions contemplated under the Portfolio Optimization Plan in accordance with local laws.

For the three and nine months ended September 30, 2025, the Company incurred costs of $3.3 million and $9.5 million, respectively, related to the Portfolio Optimization Plan recorded in Corporate & Other, primarily for dual plant operating costs, professional services, non-cash inventory charges, decommissioning costs, and employee separation costs. For the three and nine months ended September 30, 2024, the Company incurred costs of $1.2 million and $5.8 million, respectively, related to the Portfolio Optimization Plan recorded in Corporate & Other, primarily for costs associated with employee separation, decommissioning, impairment of fixed assets, and professional services.

Index

NON-GAAP FINANCIAL MEASURES

Within the following tables, the Company reports certain non-GAAP financial measures, including: (1) adjusted operating income, adjusted net earnings, and adjusted diluted earnings per share, which exclude restructuring and other costs, including the Portfolio Optimization Plan costs, (2) percentage changes in revenue, operating income, and diluted earnings per share on an adjusted local currency basis, which eliminate the effects that result from translating its international operations into U.S. dollars and restructuring and other costs, including the Portfolio Optimization Plan costs, and (3) adjusted EBITDA, which excludes restructuring and other costs, including the Portfolio Optimization Plan costs, and non-cash share based compensation expense.

The Company has included each of these non-GAAP measures in order to provide additional information regarding our underlying operating results and comparable year-over-year performance. Such information is supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. These non-GAAP measures should not be considered in isolation. Rather, they should be considered together with GAAP measures and the rest of the information included in this report. Management internally reviews each of these non-GAAP measures to evaluate performance on a comparative period-to-period basis and to gain additional insight into underlying operating and performance trends, and the Company believes the information can be beneficial to investors for the same purposes. These non-GAAP measures may not be comparable to similarly titled measures used by other companies.

	Three Months Ended September 30,								Nine Months Ended September 30,
(In thousands, except per share amounts)	2025		2024			% Change			2025			2024			% Change
Operating Income (GAAP)	$	57,706	$	50,520			14.2	%	$	168,942		$	149,583			12.9	%
Portfolio Optimization Plan costs – Cost of products sold		649		209						4,252			523
Portfolio Optimization Plan costs – Selling and administrative expenses		2,674		1,002						5,274			5,252
Adjusted operating income	$	61,029	$	51,731			18.0	%	$	178,468		$	155,358			14.9	%

Net Earnings (GAAP)	$	36,956	$	32,690			13.0	%	$	109,005		$	94,562			15.3	%
Portfolio Optimization Plan costs, before tax		3,323		1,211						9,526			5,775
Tax impact of Portfolio Optimization Plan costs⁽¹⁾		649		(17	)					(868	)		(586	)
Adjusted net earnings	$	40,928	$	33,884			20.8	%	$	117,663		$	99,751			18.0	%

Diluted earnings per share (GAAP)	$	0.87	$	0.77			13.0	%	$	2.56		$	2.23			14.8	%
Portfolio Optimization Plan costs, net of tax		0.09		0.03						0.20			0.12
Adjusted diluted earnings per share	$	0.96	$	0.80			20.0	%	$	2.76		$	2.35			17.4	%

Operating Income (GAAP)	$	57,706	$	50,520			14.2	%	$	168,942			149,583			12.9	%
Depreciation and amortization		15,556		15,460						45,890			45,185
Share-based compensation expense		3,945		2,069						10,584			6,980
Portfolio Optimization Plan costs, before tax		3,323		1,211						9,526			5,775
Adjusted EBITDA	$	80,530	$	69,260			16.3	%	$	234,942		$	207,523			13.2	%

(1)

Tax impact adjustments were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.

Portfolio Optimization Plan costs are discussed under “Portfolio Optimization Plan” above and Note 3, Portfolio Optimization Plan, in the Notes to the Consolidated Financial Statements included in this report.

Note: Earnings per share calculations may not foot due to rounding differences.

Index

The following table summarizes the percentage change for the results of the three and nine months ended September 30, 2025, compared to the results for the three and nine months ended September 30, 2024, in the respective financial measures.

	Three Months Ended September 30, 2025												Nine Months Ended September 30, 2025
Revenue	Total			Foreign Exchange Rates			Adjustments⁽¹⁾			Adjusted Local Currency			Total			Foreign Exchange Rates			Adjustments⁽¹⁾			Adjusted Local Currency
Flavors & Extracts		(0.2	%)		1.0	%		N/A			(1.2	%)		(0.9	%)		0.1	%		N/A			(1.0	%)
Color		9.9	%		2.0	%		N/A			7.9	%		7.2	%		(0.4	%)		N/A			7.6	%
Asia Pacific		0.7	%		1.0	%		N/A			(0.3	%)		5.0	%		1.1	%		N/A			3.9	%
Total Revenue		5.0	%		1.5	%		N/A			3.5	%		3.2	%		0.0	%		N/A			3.2	%

Operating Income
Flavors & Extracts		8.4	%		0.6	%		0.0	%		7.8	%		7.6	%		0.0	%		0.0	%		7.6	%
Color		26.6	%		2.8	%		0.0	%		23.8	%		19.9	%		0.2	%		0.0	%		19.7	%
Asia Pacific		2.5	%		2.3	%		0.0	%		0.2	%		7.6	%		2.7	%		0.0	%		4.9	%
Corporate & Other		21.8	%		0.0	%		13.9	%		7.9	%		15.3	%		0.0	%		7.3	%		8.0	%
Total Operating Income		14.2	%		2.4	%		(3.9	%)		15.7	%		12.9	%		0.6	%		(2.0	%)		14.3	%
Diluted Earnings per Share		13.0	%		2.6	%		(7.1	%)		17.5	%		14.8	%		0.5	%		(2.3	%)		16.6	%
Adjusted EBITDA		16.3	%		2.0	%		N/A			14.3	%		13.2	%		0.4	%		N/A			12.8	%

(1)

Adjustments consist of Portfolio Optimization Plan costs.

Note: Refer to table above for a reconciliation of these non-GAAP measures.

SEGMENT INFORMATION

The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. Segment performance is evaluated on operating income before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders); restructuring and other costs, including the Portfolio Optimization Plan costs (which are reported in Corporate & Other); interest expense; and income taxes.

The Company’s reportable segments consist of the Flavors & Extracts, Color, and Asia Pacific segments.

Flavors & Extracts

Flavors & Extracts segment revenue was $203.0 million and $203.3 million for the three months ended September 30, 2025 and 2024, respectively. Lower revenue in Agricultural Ingredients was substantially offset by higher revenue in Flavors, Extracts & Flavor Ingredients. The lower revenue in Agricultural Ingredients was due to lower volumes, partially offset by higher selling prices. The higher revenue in Flavors, Extracts & Flavor Ingredients was due to higher selling prices and volumes and the favorable impact of foreign exchange rates that increased segment revenue by approximately 1%.

Flavors & Extracts segment revenue was $599.9 million and $605.6 million for the nine months ended September 30, 2025 and 2024, respectively, a decrease of approximately 1%. The decrease was a result of lower revenue in Agricultural Ingredients, partially offset by higher revenue in Flavors, Extracts & Flavor Ingredients. The lower revenue in Agricultural Ingredients was due to lower volumes, partially offset by higher selling prices. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher volumes and selling prices. Foreign exchange rates had an immaterial impact on segment revenue for the nine months ended September 30, 2025.

Flavors & Extracts segment operating income was $28.0 million and $25.9 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 8%. The higher segment operating income was a result of higher operating income in Flavors, Extracts & Flavor Ingredients, partially offset by lower operating income in Agricultural Ingredients. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily due to higher selling prices and volumes. The lower segment operating income in Agricultural Ingredients was primarily due to higher raw material costs and lower volumes, partially offset by higher selling prices. Segment operating income as a percent of revenue was 13.8% in the current quarter compared to 12.7% in the prior year’s comparable quarter. Foreign exchange rates increased segment operating income by approximately 1% for the three months ended September 30, 2025.

Index

Flavors & Extracts segment operating income was $81.5 million and $75.7 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 8%. The higher segment operating income was a result of higher operating income in Flavors, Extracts & Flavor Ingredients, partially offset by lower operating income in Agricultural Ingredients. The higher segment operating income in Flavors, Extracts & Flavor Ingredients was primarily due to higher selling prices, higher volumes, and lower manufacturing and other costs. The lower segment operating income in Agricultural Ingredients was primarily due to higher raw material costs and lower volumes, partially offset by higher selling prices. Segment operating income as a percent of revenue was 13.6% in the current nine month period compared to 12.5% in the prior year’s comparable nine month period. Foreign exchange rates had an immaterial impact on segment operating income for the nine months ended September 30, 2025.

Color

Segment revenue for the Color segment was $178.2 million and $162.1 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 10%. The increase was a result of higher revenue in Food & Pharmaceutical Colors and Personal Care. The higher revenue in Food & Pharmaceutical Colors was due to higher volumes and selling prices and the favorable impact of foreign exchange rates. The higher revenue in Personal Care was primarily due to the favorable impact of foreign exchange rates, partially offset by lower volumes. Foreign exchange rates increased segment revenue by approximately 2% for the three months ended September 30, 2025.

Segment revenue for the Color segment was $525.2 million and $489.8 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 7%. The increase was a result of higher revenue in Food & Pharmaceutical Colors and Personal Care. The higher revenue in Food & Pharmaceutical Colors was due to higher volumes and selling prices, partially offset by the unfavorable impact of foreign exchange rates. The higher revenue in Personal Care was primarily due to higher selling prices, partially offset by lower volumes. Foreign exchange rates had an immaterial impact on segment revenue for the nine months ended September 30, 2025.

Segment operating income for the Color segment was $37.7 million and $29.8 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 27%. The increase in segment operating income was a result of higher operating income in Food & Pharmaceutical Colors, partially offset by lower operating income in Personal Care. The higher operating income in Food & Pharmaceutical Colors was primarily due to higher selling prices, favorable product mix, and higher volumes, partially offset by higher raw material and manufacturing and other costs. The lower operating income in Personal Care was primarily due to higher raw material costs. Foreign exchange rates increased segment operating income by approximately 3%. Segment operating income as a percent of revenue was 21.2% in the current quarter and 18.4% in the prior year’s comparable quarter.

Segment operating income for the Color segment was $111.5 million and $93.0 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 20%. The increase in segment operating income was a result of higher operating income in Food & Pharmaceutical Colors, partially offset by lower operating income in Personal Care. The higher operating income in Food & Pharmaceutical Colors was primarily due to higher selling prices, favorable product mix, and higher volumes, partially offset by higher raw material and manufacturing and other costs. The lower operating income in Personal Care was primarily due to higher raw material and manufacturing and other costs, partially offset by higher selling prices. Foreign exchange rates had an immaterial impact on segment operating income for the nine months ended September 30, 2025. Segment operating income as a percent of revenue was 21.2% in the current nine month period and 19.0% in the prior year’s comparable period.

Asia Pacific

Segment revenue for the Asia Pacific segment was $42.1 million and $41.8 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 1%, primarily from the favorable impact of foreign exchange rates.

Segment revenue for the Asia Pacific segment was $126.7 million and $120.7 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 5%. The increase was a result of higher selling prices, higher volumes, and the favorable impact of foreign exchange rates that increased segment revenue by approximately 1%.

Segment operating income for the Asia Pacific segment was $9.5 million and $9.3 million for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 3%. Foreign exchange rates increased segment operating income by approximately 2%. Segment operating income as a percent of revenue was 22.7% in the current quarter and 22.3% in the prior year’s comparable quarter.

Index

Segment operating income for the Asia Pacific segment was $27.9 million and $26.0 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 8%. The increase was primarily a result of higher selling prices and volumes and the favorable impact of foreign exchange rates that increased segment operating income by approximately 3%, partially offset by higher raw material and manufacturing and other costs. Segment operating income as a percent of revenue was 22.0% in the current nine month period and 21.5% in the prior year’s comparable period.

Corporate & Other

The Corporate & Other operating expense was $17.6 million and $14.5 million for the three months ended September 30, 2025 and 2024, respectively. For the three months ended September 30, 2025 and 2024, Corporate & Other operating expenses were increased by Portfolio Optimization Plan costs totaling $3.3 million and $1.2 million, respectively. See the Portfolio Optimization Plan section above for further information. The remaining increase in Corporate & Other operating expenses was primarily due to higher performance-based executive compensation costs incurred in 2025.

The Corporate & Other operating expense was $52.0 million and $45.1 million for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, Corporate & Other operating expenses were increased by Portfolio Optimization Plan costs totaling $9.5 million and $5.8 million, respectively. See the Portfolio Optimization Plan section above for further information. The remaining increase in Corporate & Other operating expenses was primarily due to higher performance-based executive compensation costs incurred in 2025.

LIQUIDITY AND FINANCIAL CONDITION

Financial Condition

The Company’s financial position remains strong. The Company is in compliance with its loan covenants calculated in accordance with applicable agreements as of September 30, 2025. The Company expects its cash flow from operations and its existing debt capacity can be used to meet anticipated future cash requirements for operations, capital expenditures, and dividend payments, as well as potential acquisitions and stock repurchases. The Company’s contractual obligations consist primarily of operational commitments, which we expect to continue to be able to satisfy through cash generated from operations and debt. The Company has various series of notes outstanding that mature from 2025 through 2029. The Company believes that it has the ability to refinance or repay these obligations through a combination of cash flow from operations, issuance of additional notes, and sufficient borrowing capacity under the Company’s revolving credit facility, which matures in 2030.

As a result of our ability to manage the impact of inflation through pricing and other actions, the impact of inflation was not material to the Company’s financial position and its results of operations for the three or nine months ended September 30, 2025. The Company has experienced increased costs for certain inputs, such as raw materials, shipping and logistics, and labor. We continue to expect to manage these impacts in the near term, but persistent, accelerated, or expanded inflationary conditions could exacerbate these challenges and impact our profitability.

The United States has recently implemented significant tariffs on imports from a wide range of countries and has announced the possibility of implementing additional, or increasing current, tariffs. These actions, and retaliatory tariffs imposed by other countries on United States exports, have led to significant volatility and uncertainty in global markets. The Company anticipates incurring incremental tariff costs on certain raw materials to produce our products and certain finished goods shipped to customers. However, the Company expects to manage the impact of the increased tariff costs through pricing actions. To the extent the Company is unable to offset the increased tariff costs, or the tariffs negatively impact demand, the Company’s revenue and profitability would be adversely impacted. If additional tariffs are adopted, the Company would incur additional tariff costs that could be material.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes a broad range of tax reform provisions, such as the extension of certain expiring provisions, modifications to the international tax framework, and the continuation of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. These provisions did not have a material impact on our effective tax rate for the three or nine months ended September 30, 2025. We will continue to assess the OBBBA tax provisions and their impacts on our consolidated financial statements.

Cash Flows from Operating Activities

Net cash provided by operating activities was $83.3 million and $135.8 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in net cash provided by operating activities was primarily due to an increase in cash used by inventory during 2025 compared to 2024 and an increase in cash used for performance-based compensation payments (which are determined based on prior year performance) made during 2025 compared to 2024, partially offset by an increase in cash provided by accounts receivable.

Index

Cash Flows from Investing Activities

Net cash used in investing activities was $61.0 million and $37.2 million during the nine months ended September 30, 2025 and 2024, respectively. Capital expenditures were $57.8 million and $36.1 million during the nine months ended September 30, 2025 and 2024, respectively. In 2025, the Company paid $4.9 million for the acquisition of Biolie SAS.

Cash Flows from Financing Activities

Net cash used in financing activities was $13.9 million and $75.1 million for the nine months ended September 30, 2025 and 2024, respectively. Net debt increased by $41.0 million and decreased by $19.8 million for the nine months ended September 30, 2025 and 2024, respectively. The cash proceeds from the increase in net debt in the current period were primarily used to support capital expenditure investments during the nine months ended September 30, 2025. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $52.2 million and $52.0 million were paid during the nine months ended September 30, 2025 and 2024, respectively. Total dividends of $1.23 per share were paid for both the nine months ended September 30, 2025 and 2024.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company’s critical accounting policies during the quarter ended September 30, 2025. For additional information about the Company’s critical accounting policies, refer to “Critical Accounting Policies” under Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk during the quarter ended September 30, 2025. For additional information about market risk, refer to Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chairman, President, and Chief Executive Officer and its Vice President and Chief Financial Officer, of the effectiveness, as of the end of the period covered by this report, of the design and operation of the disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the Company’s Chairman, President, and Chief Executive Officer and its Vice President and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting: There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

See Part I, Item 1, Note 13, Commitments and Contingencies, of this report for information regarding legal proceedings in which the Company is involved.

ITEM 1A.

RISK FACTORS

There were no material changes to the risk factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 19, 2017, the Board of Directors authorized the repurchase of up to three million shares (2017 Authorization). As of September 30, 2025, 1,267,019 shares had been repurchased under the 2017 Authorization. There is no expiration date for the 2017 Authorization. The 2017 Authorization may be modified, suspended, or discontinued by the Board of Directors at any time. As of September 30, 2025, the maximum number of shares that may be purchased under publicly announced plans is 1,732,981. No shares were purchased by the Company during the three or nine months ended September 30, 2025.

Index

ITEM 5.

OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Amended and Restated Consolidated Note Purchase and Master Note Agreement

The Master Note Agreement contains substantially similar restrictions, covenants, and events of default as the existing note purchase agreements except, among other things, the Company may incur a leverage ratio of up to 4.00 to 1.00 for three succeeding fiscal quarters in the event of a material acquisition (previously was 3.75 to 1.00) (the Leverage Holiday) with an increase of up to 75 basis points in the interest rate payable on any outstanding notes.

Also on November 3, 2025, the Company issued $60 million of U.S. dollar-denominated four-year 4.83% senior notes (collectively, the New Notes). The New Notes bear interest on the unpaid principal amount from the date of issuance, payable semi-annually, in May and November in each year and on the maturity date of the New Notes. Funds were received on November 3, 2025, and the proceeds were used to repay the Company’s existing $25 million 4.19% Senior Notes, due November 1, 2025, and £25 million 2.76% Senior Notes, due November 1, 2025.

The New Notes are subject to the restrictions, events of default, and covenants of the Master Note Agreement, including, among other things, the requirement to limit its leverage ratio as of the end of each fiscal quarter to no more than 3.50 to 1.00, subject to the Leverage Holiday. In addition, the Company may not permit its ratio of EBITDA to interest expense to be less than 3.00 to 1.00 as of the end of any fiscal quarter. The New Notes are subject to events of default that are customary in these types of arrangements.

The Company may, at its option, prepay at any time all, or from time to time any part of, the New Notes, in an amount not less than $1,000,000 or such lesser amount as shall be outstanding, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of the prepayment, and the make-whole and swap breakage amounts specified in the Master Note Agreement, each determined for the prepayment date with respect to the principal amount.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Master Note Agreement, which is filed with this Quarterly Report on Form 10-Q as Exhibit 10.1 and is incorporated herein by reference.

ITEM 6.

EXHIBITS

The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

Index

SENSIENT TECHNOLOGIES CORPORATION

EXHIBIT INDEX

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2025

Exhibit	Description	Incorporated by Reference From	Filed Herewith

10.1	Amended and Restated Consolidated Note Purchase and Master Note Agreement dated as of November 3, 2025		X

31	Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act		X

32	Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to 18 United States Code § 1350		X

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)		X

101.SCH	Inline XBRL Taxonomy Extension Schema Document		X

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document		X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document		X

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	X

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)	X

Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SENSIENT TECHNOLOGIES CORPORATION

Date:	November 4, 2025	By:	/s/ John J. Manning
			John J. Manning, Senior Vice President, General Counsel & Secretary

Date:	November 4, 2025	By:	/s/ Tobin Tornehl
			Tobin Tornehl, Vice President & Chief Financial Officer