Sensient Technologies Corp 10-Q for FY2026 Q3
Sensient Technologies Corp (SXT)
10-Q
2026-10-30
For: 2026-09-30
View Original
Added on
October 30, 2026
About this 10-Q
Sensient Technologies Corp filed this 10-Q on October 30, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Sensient Technologies Corporation reported revenue of $455.8 million and operating income of $72.4 million for the three months ended September 30, 2026, versus $412.1 million and $57.7 million in 2025; operating margin was 15.9% versus 14.0%. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $455.84M
- up 10.6% from $412.11M a year earlier
- Net income
- $48.34M
- up 30.8% from net income of $36.96M a year earlier
- Diluted EPS
- $1.13
- up 29.9% from $0.87 a year earlier
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: | |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
| For the transition period from | to |
Commission file number: 001-07626
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(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 |
| | | |
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.
| | 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, 2026 |
| Common Stock, par value $0.10 per share | | |
SENSIENT TECHNOLOGIES CORPORATION
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PART I.
FINANCIAL INFORMATION:
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Item 1.
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Item 3.
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Item 4.
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PART II.
OTHER INFORMATION:
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Item 1A.
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Item 2.
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PART I.
FINANCIAL INFORMATION
SENSIENT TECHNOLOGIES CORPORATION
(In thousands except per share amounts)
(Unaudited)
| Three Months | Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
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Revenue
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$ | $ | $ | $ | ||||||||||||
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Cost of products sold
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Selling and administrative expenses
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Operating income
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Interest expense
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Earnings before income taxes
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Income taxes
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Net earnings
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$ | $ | $ | $ | ||||||||||||
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Weighted average number of common shares outstanding:
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Basic
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Diluted
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Earnings per common share:
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Basic
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$ | $ | $ | $ | ||||||||||||
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Diluted
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$ | $ | $ | $ | ||||||||||||
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Dividends declared and paid per common share
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$ | $ | $ | $ | ||||||||||||
See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands)
(Unaudited)
| Three Months | Nine Months | |||||||||||||||
| Ended September 30, | Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
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Comprehensive income
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$ | $ | $ | $ | ||||||||||||
See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands)
| September 30, | ||||||||
| 2026 | December 31, | |||||||
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Assets
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(Unaudited) | 2025 | ||||||
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Current Assets:
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Cash and cash equivalents
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$ | $ | ||||||
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Trade accounts receivable
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Inventories
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Prepaid expenses and other current assets
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Fixed assets held for sale
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Total current assets
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Other assets
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Deferred tax assets
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Intangible assets, net
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Goodwill
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Property, Plant, and Equipment:
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Land
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Buildings
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Machinery and equipment
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Construction in progress
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Less accumulated depreciation
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( | ) | ( | ) | ||||
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Total assets
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$ | $ | ||||||
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Liabilities and Shareholders’ Equity
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Current Liabilities:
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Trade accounts payable
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$ | $ | ||||||
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Accrued salaries, wages, and withholdings from employees
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Other accrued expenses
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Income taxes
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Short-term borrowings
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Total current liabilities
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Deferred tax liabilities
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Other liabilities
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Accrued employee and retiree benefits
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Long-term debt
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Shareholders’ Equity:
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Common stock
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Additional paid‑in capital
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Earnings reinvested in the business
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Treasury stock, at cost
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( | ) | ( | ) | ||||
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Accumulated other comprehensive loss
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( | ) | ( | ) | ||||
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Total shareholders’ equity
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Total liabilities and shareholders’ equity
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$ | $ | ||||||
See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands)
(Unaudited)
| Nine Months | ||||||||
| Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net earnings | $ | $ | ||||||
| Adjustments to arrive at net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation expense | ||||||||
| Net (gain) loss on assets | ( | ) | ||||||
| Portfolio Optimization Plan costs | ||||||||
| Deferred income taxes | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and other accrued expenses | ( | ) | ||||||
| Accrued salaries, wages, and withholdings from employees | ( | ) | ||||||
| Income taxes | ( | ) | ( | ) | ||||
| Other liabilities | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Acquisition of property, plant, and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of assets | ||||||||
| Acquisition of new business | ( | ) | ||||||
| Other investing activities | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from additional borrowings | ||||||||
| Debt payments | ( | ) | ( | ) | ||||
| Dividends paid | ( | ) | ( | ) | ||||
| Other financing activities | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(In thousands, except share and per share amounts)
(Unaudited)
|
Three Months Ended September 30, 2026
|
Common Stock |
Additional Paid-In Capital |
Earnings
Reinvested in the Business | Treasury Stock |
Accumulated
Other Comprehensive (Loss) Income |
Total Equity | ||||||||||||||||||||||
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Shares |
Amount | |||||||||||||||||||||||||||
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Balances at June 30, 2026
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$ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
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Net earnings
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- | |||||||||||||||||||||||||||
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Other comprehensive loss
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- | ( | ) | ( | ) | |||||||||||||||||||||||
| Cash dividends paid – $ |
( | ) | - | ( | ) | |||||||||||||||||||||||
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Share-based compensation
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- | |||||||||||||||||||||||||||
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Non-vested stock issued upon vesting
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( | ) | ( | ) | ||||||||||||||||||||||||
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Balances at September 30, 2026
|
$ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
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Balances at June 30, 2025
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$ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
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Net earnings
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- | |||||||||||||||||||||||||||
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Other comprehensive loss
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- | ( | ) | ( | ) | |||||||||||||||||||||||
| Cash dividends paid – $ |
( | ) | - | ( | ) | |||||||||||||||||||||||
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Share-based compensation
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- | |||||||||||||||||||||||||||
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Balances at September 30, 2025
|
$ | $ | $ | $ | ( | ) | $ | ( | ) | $ |
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||
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Balances at December 31, 2025
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$ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
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Net earnings
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- | |||||||||||||||||||||||||||
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Other comprehensive loss
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- | ( | ) | ( | ) | |||||||||||||||||||||||
| Cash dividends paid – $ |
( | ) | - | ( | ) | |||||||||||||||||||||||
|
Share-based compensation
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- | |||||||||||||||||||||||||||
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Non-vested stock issued upon vesting
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( | ) | ( | ) | ||||||||||||||||||||||||
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Benefit plans
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( | ) | ||||||||||||||||||||||||||
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Other
|
( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
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Balances at September 30, 2026
|
$ | $ | $ | $ | ( | ) | $ | ( | ) | $ |
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Net earnings | - | |||||||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||||||
| Cash dividends paid – $ |
( | ) | - | ( | ) | |||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||
| Non-vested stock issued upon vesting | ( | ) | ( | ) | ||||||||||||||||||||||||
| Benefit plans | ( | ) | ||||||||||||||||||||||||||
| Other | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ |
See accompanying notes to consolidated condensed financial statements.
SENSIENT TECHNOLOGIES CORPORATION
(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, 2026, and the results of operations, comprehensive income, and shareholders’ equity for the three and nine months ended September 30, 2026 and 2025, and cash flows for the nine months ended September 30, 2026 and 2025. 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 December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires 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 also requires 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 adopted this ASU in the fourth quarter of 2025 using a prospective transition method. The Company updated its annual disclosures as a result of adopting this ASU, and the adoption did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements
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, 2025, 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.
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, at which point the held for sale criteria were met. These are the sole assets recorded in Fixed assets held for sale on the Company’s Consolidated Balance Sheet at December 31, 2025. The Company sold the land and building assets in February 2026 for approximately $2.0 million, resulting in a $0.4 million gain recognized in Selling and Administrative Expenses on the Company’s Consolidated Statements of Earnings during the three months ended March 31, 2026. There were no
The total cost of the Portfolio Optimization Plan was approximately $50 million, 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 $8 million, with the full benefit expected to be achieved beginning in 2026. The Company reduced headcount by approximately 100 positions, primarily in the Flavors & Extracts and Color segments, related to certain production and selling and administrative positions.
The following table summarizes the Portfolio Optimization Plan expenses by segment for the three months ended September 30, 2025:
|
(In thousands)
|
Flavors & Extracts |
Color |
Consolidated | |||||||||
|
Non-cash impairment charges – Selling and administrative expenses
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$ | $ | $ | |||||||||
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Non-cash charges – Cost of products sold
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Employee separation – Selling and administrative expenses
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Other production costs – Cost of products sold
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Other costs – Selling and administrative expenses
(1)
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Total
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$ | $ | $ | |||||||||
(1)
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
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$ | $ | $ | $ | ||||||||||||
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Non-cash charges – Cost of products sold
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Employee separation – Selling and administrative expenses
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Other production costs – Cost of products sold
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Other costs – Selling and administrative expenses
(1)
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Total
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$ | $ | $ | $ | ||||||||||||
(1)
Other costs include professional services, decommissioning 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, 2026 and 2025:
|
(In thousands)
Three Months Ended September 30, 2026
|
Allowance for Doubtful Accounts | |||
|
Balance at June 30, 2026
|
$ | |||
|
Provision for expected credit losses
|
||||
|
Accounts written off
|
( | ) | ||
|
Translation and other activity
|
( | ) | ||
|
Balance at September 30, 2026
|
$ | |||
|
(In thousands)
Three Months Ended September 30, 2025
|
Allowance for Doubtful Accounts | |||
|
Balance at June 30, 2025
|
$ | |||
|
Provision for expected credit losses
|
||||
|
Accounts written off
|
( | ) | ||
|
Translation and other activity
|
||||
|
Balance at September 30, 2025
|
$ | |||
|
(In thousands)
Nine Months Ended September 30, 2026
|
Allowance for Doubtful Accounts | |||
|
Balance at December 31, 2025
|
$ | |||
|
Provision for expected credit losses
|
||||
|
Accounts written off
|
( | ) | ||
|
Translation and other activity
|
( | ) | ||
|
Balance at September 30, 2026
|
$ | |||
|
(In thousands)
Nine Months Ended September 30, 2025
|
Allowance for Doubtful Accounts | |||
|
Balance at December 31, 2024
|
$ | |||
|
Provision for expected credit losses
|
||||
|
Accounts written off
|
( | ) | ||
|
Translation and other activity
|
||||
|
Balance at September 30, 2025
|
$ | |||
5.
Inventories
At September 30, 2026, and December 31, 2025, inventories included finished and in-process products totaling $551.9 million and $491.4 million, respectively, and raw materials and supplies of $239.2 million and $186.8 million, respectively.
6.
Debt
On March 27, 2026, the Company issued €65 million of Euro-denominated senior notes under the Amended and Restated Consolidated Note Purchase and Master Note Agreement, maturing in and bearing an interest rate of 4.00 %. The proceeds were used to repay a portion of the Company’s existing revolving credit facility.
On June 18, 2026, the Company entered into a Credit Agreement (Credit Agreement) with CoBank, ACB, and the lenders party thereto from time to time. The Credit Agreement provides for an unsecured delayed-draw term loan credit facility (Term Loan) in the aggregate principal amount of up to $400 million, which is to be drawn in up to five advances over fifteen months following the closing date. All amounts owing under the Term Loan will be due five years from the closing date. Proceeds from the Credit Agreement will be used to refinance existing indebtedness and for working capital and other general corporate purposes. There was $100 million outstanding on the Term Loan as of September 30, 2026.
On August 31, 2026, the Company entered into Omnibus Amendment No. 1 (Receivables Amendment) to the Receivables Purchase Agreement, dated October 3, 2016. The Receivables Amendment amends the Receivables Purchase Agreement to, among other things, (i) add PNC Bank, National Association as a purchaser and the administrative agent under the Receivables Securitization Program, (ii) increase the facility limit from $105 million to $115 million, and (iii) extend the termination date of the Receivables Securitization Program from August 31, 2026 to August 30, 2027 . The amount was fully drawn as of September 30, 2026.
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, 2026 and December 31, 2025. 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 $0.4 million and $0.3 million as of September 30, 2026 and December 31, 2025, 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, 2026 and December 31, 2025, was $790.3 million and $709.5 million, respectively. The fair value of the long-term debt at September 30, 2026 and December 31, 2025, was $791.4 million and $720.9 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.
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 employee, 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), restructuring and other charges, including Portfolio Optimization Plan costs, and other costs (which are reported in Corporate & Other), interest expense, and income taxes.
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), restructuring and other charges, including Portfolio Optimization Plan costs as further described in Note 3, Portfolio Optimization Plan, and certain other costs are included in the “Corporate & Other” category.
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, 2026:
|
||||||||||||||||||||
|
Total segment revenue
|
$ | $ | $ | $ | | $ | ||||||||||||||
|
Intersegment revenue
|
( | ) | ( | ) | ( | ) | | ( | ) | |||||||||||
|
Consolidated revenue from external customers
|
| |||||||||||||||||||
|
Cost of products sold
|
| |||||||||||||||||||
|
Selling and administrative expense
|
||||||||||||||||||||
|
Operating income (loss)
|
( | ) | ||||||||||||||||||
|
Interest expense
|
||||||||||||||||||||
|
Earnings before income taxes
|
$ | |||||||||||||||||||
|
Assets
|
||||||||||||||||||||
|
Capital expenditures
|
||||||||||||||||||||
|
Depreciation and amortization
|
||||||||||||||||||||
|
Three months ended September 30, 2025:
|
||||||||||||||||||||
|
Total segment revenue
|
$ | $ | $ | $ | | $ | ||||||||||||||
|
Intersegment revenue
|
( | ) | ( | ) | ( | ) | | ( | ) | |||||||||||
|
Consolidated revenue from external customers
|
| |||||||||||||||||||
|
Cost of products sold
|
||||||||||||||||||||
|
Selling and administrative expense
|
||||||||||||||||||||
|
Operating income (loss)
|
( | ) | ||||||||||||||||||
|
Interest expense
|
||||||||||||||||||||
|
Earnings before income taxes
|
$ | |||||||||||||||||||
|
Assets
|
||||||||||||||||||||
|
Capital expenditures
|
||||||||||||||||||||
|
Depreciation and amortization
|
||||||||||||||||||||
| (In thousands) | Flavors & Extracts | Color | Asia Pacific |
Corporate & Other
| Consolidated | |||||||||||||||
|
Nine months ended September 30, 2026:
|
||||||||||||||||||||
|
Total segment revenue
|
$ | $ | $ | $ | | $ | ||||||||||||||
|
Intersegment revenue
|
( | ) | ( | ) | ( | ) | | ( | ) | |||||||||||
|
Consolidated revenue from external customers
|
| |||||||||||||||||||
|
Cost of products sold
|
||||||||||||||||||||
|
Selling and administrative expense
|
||||||||||||||||||||
|
Operating income (loss)
|
( | ) | ||||||||||||||||||
|
Interest expense
|
||||||||||||||||||||
|
Earnings before income taxes
|
$ | |||||||||||||||||||
|
Assets
|
||||||||||||||||||||
|
Capital expenditures
|
||||||||||||||||||||
|
Depreciation and amortization
|
||||||||||||||||||||
|
Nine months ended September 30, 2025:
|
||||||||||||||||||||
|
Total segment revenue
|
$ | $ | $ | $ | | $ | ||||||||||||||
|
Intersegment revenue
|
( | ) | ( | ) | ( | ) | | ( | ) | |||||||||||
|
Consolidated revenue from external customers
|
| |||||||||||||||||||
|
Cost of products sold
|
||||||||||||||||||||
|
Selling and administrative expense
|
||||||||||||||||||||
|
Operating income (loss)
|
( | ) | ||||||||||||||||||
|
Interest expense
|
||||||||||||||||||||
|
Earnings before income taxes
|
$ | |||||||||||||||||||
|
Assets
|
||||||||||||||||||||
|
Capital expenditures
|
||||||||||||||||||||
|
Depreciation and amortization
|
||||||||||||||||||||
Product Lines
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
| ||||||||||||
|
Three months ended September 30, 2026:
|
||||||||||||||||
|
Flavors, Extracts & Flavor Ingredients
|
$ | $ | $ | $ | ||||||||||||
|
Agricultural Ingredients
|
||||||||||||||||
|
Food & Pharmaceutical Colors
|
||||||||||||||||
|
Personal Care
|
||||||||||||||||
|
Asia Pacific
|
- | - | ||||||||||||||
|
Intersegment Revenue
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Total revenue from external customers
|
$ | $ | $ | $ | ||||||||||||
|
Three months ended September 30, 2025:
|
||||||||||||||||
|
Flavors, Extracts & Flavor Ingredients
|
$ | $ | $ | $ | ||||||||||||
|
Agricultural Ingredients
|
||||||||||||||||
|
Food & Pharmaceutical Colors
|
||||||||||||||||
|
Personal Care
|
||||||||||||||||
|
Asia Pacific
|
- | - | ||||||||||||||
|
Intersegment Revenue
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Total revenue from external customers
|
$ | $ | $ | $ | ||||||||||||
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
| ||||||||||||
|
Nine months ended September 30, 2026:
|
||||||||||||||||
|
Flavors, Extracts & Flavor Ingredients
|
$ | $ | $ | $ | ||||||||||||
|
Agricultural Ingredients
|
||||||||||||||||
|
Food & Pharmaceutical Colors
|
||||||||||||||||
|
Personal Care
|
||||||||||||||||
|
Asia Pacific
|
- | - | ||||||||||||||
|
Intersegment Revenue
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Total revenue from external customers
|
$ | $ | $ | $ | ||||||||||||
|
Nine months ended September 30, 2025:
|
||||||||||||||||
|
Flavors, Extracts & Flavor Ingredients
|
$ | $ | $ | $ | ||||||||||||
|
Agricultural Ingredients
|
||||||||||||||||
|
Food & Pharmaceutical Colors
|
||||||||||||||||
|
Personal Care
|
||||||||||||||||
|
Asia Pacific
|
- | - | ||||||||||||||
|
Intersegment Revenue
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Total revenue from external customers
|
$ | $ | $ | $ | ||||||||||||
Geographic Markets
|
(In thousands)
|
Flavors &
Extracts
|
Color
|
Asia Pacific
|
Consolidated
| ||||||||||||
|
Three months ended September 30, 2026:
|
||||||||||||||||
|
North America
|
$ | $ | $ | $ | ||||||||||||
|
Europe
|
| |||||||||||||||
|
Asia Pacific
|
||||||||||||||||
|
Other
|
||||||||||||||||
|
Total revenue from external customers
|
$ | $ | $ | $ | ||||||||||||
|
Three months ended September 30, 2025:
|
||||||||||||||||
|
North America
|
$ | $ | $ | $ | ||||||||||||
|
Europe
|
||||||||||||||||
|
Asia Pacific
|
||||||||||||||||
|
Other
|
||||||||||||||||
|
Total revenue from external customers
|
$ | $ | $ | $ | ||||||||||||
|
(In thousands)
|
Flavors &
Extracts |
Color
|
Asia Pacific
|
Consolidated
| ||||||||||||
|
Nine months ended September 30, 2026:
|
||||||||||||||||
|
North America
|
$ | $ | $ | $ | ||||||||||||
|
Europe
|
||||||||||||||||
|
Asia Pacific
|
||||||||||||||||
|
Other
|
||||||||||||||||
|
Total revenue from external customers
|
$ | $ | $ | $ | ||||||||||||
|
Nine months ended September 30, 2025:
|
||||||||||||||||
|
North America
|
$ | $ | $ | $ | ||||||||||||
|
Europe
|
||||||||||||||||
|
Asia Pacific
|
||||||||||||||||
|
Other
|
||||||||||||||||
|
Total revenue from external customers
|
$ | $ | $ | $ | ||||||||||||
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)
|
2026
|
2025
|
2026
|
2025
| ||||||||||||
|
Service cost
|
$ | $ | $ | $ | ||||||||||||
|
Interest cost
|
||||||||||||||||
|
Expected return on plan assets
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Settlement income
|
( | ) | ( | ) | ||||||||||||
|
Recognized actuarial gain
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Total defined benefit expense
|
$ | $ | $ | $ | ||||||||||||
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 $29.3 million and $49.9 million of forward exchange contracts designated as cash flow hedges outstanding as of September 30, 2026 and December 31, 2025, respectively. For the three months ended September 30, 2026 and 2025, 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 no 1.1
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, 2026 and December 31, 2025, the total value of the Company’s net investment hedges, which included Euro denominated long-term debt, was $298.6 million and $309.5 million, respectively. 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 Loss (OCL). For the three months ended September 30, 2026 and 2025, the impact of foreign exchange rates on these debt instruments decreased debt by $2.4 million and $2.1 million, respectively, which has been recorded as foreign currency translation in OCL. For the nine months ended September 30, 2026 and 2025, the impact of foreign exchange rates on these debt instruments decreased debt by $10.9 million and increased debt by $37.5 million, respectively, which has been recorded as foreign currency translation in OCL.
11.
Income Taxes
The effective income tax rates for the three months ended September 30, 2026 and 2025 were 24.6 % and 26.6 %, respectively. For the nine months ended September 30, 2026 and 2025, the effective income tax rates were 24.9 % and 25.8 %, respectively. The effective tax rates for the three and nine months ended September 30, 2026 and 2025 were impacted by the mix of foreign earnings and changes in estimates associated with the finalization of prior year foreign tax items. The effective tax rates for the three and nine months ended September 30, 2025 were further impacted by the limited tax deductibility of costs related to the Portfolio Optimization Plan.
12.
Accumulated Other Comprehensive Loss
The following table summarizes the changes in OCL during the three and nine month periods ended September 30, 2026 and 2025:
| (In thousands) | Cash Flow Hedges (1) | Pension Items (1) | Foreign Currency Items | Total | ||||||||||||
|
Balances at December 31, 2025
|
$ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
|
Other comprehensive income (loss) before reclassifications
|
( | ) | ( | ) | ||||||||||||
|
Amounts reclassified from OCL
|
( | ) | ( | ) | ( | ) | ||||||||||
|
Balances at September 30, 2026
|
$ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
|
(In thousands)
|
Cash Flow
Hedges (1) |
Pension
Items (1) |
Foreign
Currency Items | Total | ||||||||||||
|
Balances at June 30, 2026
|
$ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
|
Other comprehensive loss before reclassifications
|
( | ) | ( | ) | ( | ) | ||||||||||
|
Amounts reclassified from OCL
|
( | ) | ( | ) | ( | ) | ||||||||||
|
Balances at September 30, 2026
|
$ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
|
(In thousands)
|
Cash Flow Hedges (1) |
Pension Items (1) |
Foreign Currency Items | Total | ||||||||||||
|
Balances at December 31, 2024
|
$ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
|
Other comprehensive income before reclassifications
|
||||||||||||||||
|
Amounts reclassified from OCL
|
( | ) | ( | ) | ( | ) | ||||||||||
|
Balances at September 30, 2025
|
$ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
|
(In thousands)
|
Cash Flow Hedges (1) |
Pension Items (1) |
Foreign Currency Items | Total | ||||||||||||
|
Balances at June 30, 2025
|
$ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
|
Other comprehensive income (loss) before reclassifications
|
( | ) | ||||||||||||||
|
Amounts reclassified from OCL
|
( | ) | ( | ) | ( | ) | ||||||||||
|
Balances at September 30, 2025
|
$ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
(1)
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 Event
On October 29, 2026 , the Company announced its quarterly dividend of $0.41 per share would be payable on December 1, 2026 .
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, 2026, 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, 2025. 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 $455.8 million and $412.1 million for the three months ended September 30, 2026 and 2025, respectively. Revenue was $1.35 billion and $1.22 billion for the nine months ended September 30, 2026 and 2025, respectively. The increase in revenue for the three and nine months ended September 30, 2026 was primarily due to higher volumes and selling prices. Foreign exchange rates had an immaterial impact on consolidated revenue for the three months ended September 30, 2026. For the nine months ended September 30, 2026, the impact of foreign exchange rates increased consolidated revenue by approximately 2%.
Gross Margin
The Company’s gross margin was 36.2% and 34.3% for the three months ended September 30, 2026 and 2025, respectively. The Company’s gross margin was 36.2% and 34.1% for the nine months ended September 30, 2026 and 2025, 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. See Portfolio Optimization Plan below for further information. For the nine months ended September 30, 2026, the Company received $4.8 million of tariff refunds that improved gross margin by 40 basis points. The Company’s gross margins for the three and nine months ended September 30, 2026 were further impacted by the higher volumes and selling prices, 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 and nine months ended September 30, 2026 and 2025. For the three and nine months ended September 30, 2025, selling and administrative expenses were increased by Portfolio Optimization Plan costs totaling $2.7 and $5.3 million, respectively, which increased selling and administrative expenses as a percent of revenue by approximately 70 and 50 basis points, respectively. See Portfolio Optimization Plan below for further information. After the effects of the Portfolio Optimization Plan
costs in 2025, the increase in selling and administrative expense as a percent of revenue for the three and nine months ended September 30, 2026 was primarily due to higher performance-based executive compensation costs incurred in 2026.
Operating Income
Operating income was $72.4 million and $57.7 million for the three months ended September 30, 2026 and 2025, respectively. Operating margins were 15.9% and 14.0% for the three months ended September 30, 2026 and 2025, respectively. Operating income was $215.9 million and $168.9 million for the nine months ended September 30, 2026 and 2025, respectively. Operating margins were 15.9% and 13.9% for the nine months ended September 30, 2026 and 2025, respectively. The tariff refunds increased operating margins by approximately 40 basis points for the nine months ended September 30, 2026. Portfolio Optimization Plan costs decreased operating margins by approximately 80 and 70 basis points for the three and nine months ended September 30, 2025, respectively. The Company’s operating margins for the three and nine months ended September 30, 2026 were further increased
by the higher volumes and selling prices, partially offset by higher raw material costs and higher performance-based executive compensation costs incurred in 2026.
Interest Expense
Interest expense was $8.3 million and $7.3 million for the three months ended September 30, 2026 and 2025, respectively, and $24.4 million and $22.1 million for the nine months ended September 30, 2026 and 2025, respectively. The increase in expense for both the three and nine months ended September 30, 2026 was primarily due to an increase in the average outstanding debt balance.
Income Taxes
The effective income tax rates for the three months ended September 30, 2026 and 2025 were 24.6% and 26.6%, respectively. For the nine months ended September 30, 2026 and 2025, the effective income tax rates were 24.9% and 25.8%, respectively. The effective tax rates for the three and nine months ended September 30, 2026 and 2025 were impacted by the mix of foreign earnings and changes in estimates associated with the finalization of prior year foreign tax items. The effective tax rates for the three and nine months ended September 30, 2025 were further impacted by the limited tax deductibility of costs related to the Portfolio Optimization Plan.
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.
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.
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, at which point the held for sale criteria were met. These are the sole assets recorded in Fixed assets held for sale on the Company’s Consolidated Balance Sheet at December 31, 2025. The Company sold the land and building assets in February 2026 for approximately $2.0 million, resulting in a $0.4 million gain recognized in Selling and Administrative Expenses on the Company’s Consolidated Statements of Earnings during the three months ended March 31, 2026. The Company has completed all actions contemplated under the Portfolio Optimization Plan.
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. The Company did not incur any costs related to the Portfolio Optimization Plan for the three or nine months ended September 30, 2026.
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 its 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) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||
|
Operating Income (GAAP)
|
$ | 72,449 | $ | 57,706 | 25.5 | % | $ | 215,877 | $ | 168,942 | 27.8 | % | |||||||||||||
|
Portfolio Optimization Plan costs – Cost of products sold
|
- | 649 | - | 4,252 | |||||||||||||||||||||
|
Portfolio Optimization Plan costs – Selling and administrative expenses
|
- | 2,674 | - | 5,274 | |||||||||||||||||||||
|
Adjusted operating income
|
$ | 72,449 | $ | 61,029 | 18.7 | % | $ | 215,877 | $ | 178,468 | 21.0 | % | |||||||||||||
|
Net Earnings (GAAP)
|
$ | 48,344 | $ | 36,956 | 30.8 | % | $ | 143,873 | $ | 109,005 | 32.0 | % | |||||||||||||
|
Portfolio Optimization Plan costs, before tax
|
- | 3,323 | - | 9,526 | |||||||||||||||||||||
|
Tax impact of Portfolio Optimization Plan costs
(1)
|
- | 649 | - | (868 | ) | ||||||||||||||||||||
|
Adjusted net earnings
|
$ | 48,344 | $ | 40,928 | 18.1 | % | $ | 143,873 | $ | 117,663 | 22.3 | % | |||||||||||||
|
Diluted earnings per share (GAAP)
|
$ | 1.13 | $ | 0.87 | 29.9 | % | $ | 3.37 | $ | 2.56 | 31.6 | % | |||||||||||||
|
Portfolio Optimization Plan costs, net of tax
|
- | 0.09 | - | 0.20 | |||||||||||||||||||||
|
Adjusted diluted earnings per share
|
$ | 1.13 | $ | 0.96 | 17.7 | % | $ | 3.37 | $ | 2.76 | 22.1 | % | |||||||||||||
|
Operating Income (GAAP)
|
$ | 72,449 | $ | 57,706 | 25.5 | % | $ | 215,877 | 168,942 | 27.8 | % | ||||||||||||||
|
Depreciation and amortization
|
16,252 | 15,556 | 47,680 | 45,890 | |||||||||||||||||||||
|
Share-based compensation expense
|
4,382 | 3,945 | 13,762 | 10,584 | |||||||||||||||||||||
|
Portfolio Optimization Plan costs, before tax
|
- | 3,323 | - | 9,526 | |||||||||||||||||||||
|
Adjusted EBITDA
|
$ | 93,083 | $ | 80,530 | 15.6 | % | $ | 277,319 | $ | 234,942 | 18.0 | % | |||||||||||||
(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.
The following table summarizes the percentage change for the results of the three and nine months ended September 30, 2026, compared to the results for the three and nine months ended September 30, 2025, in the respective financial measures.
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||
|
Revenue
|
Total |
Foreign Exchange Rates |
Adjustments (1) |
Adjusted Local Currency |
Total |
Foreign Exchange Rates |
Adjustments (1) |
Adjusted Local Currency |
||||||||||||||||||||||||
|
Flavors & Extracts
|
3.5 | % | 0.3 | % | N/A | 3.2 | % | 4.2 | % | 1.3 | % | N/A | 2.9 | % | ||||||||||||||||||
|
Color
|
18.1 | % | 1.1 | % | N/A | 17.0 | % | 18.9 | % | 3.2 | % | N/A | 15.7 | % | ||||||||||||||||||
|
Asia Pacific
|
12.4 | % | (2.4 | %) | N/A | 14.8 | % | 10.6 | % | 0.0 | % | N/A | 10.6 | % | ||||||||||||||||||
|
Total Revenue
|
10.6 | % | 0.4 | % | N/A | 10.2 | % | 11.1 | % | 2.0 | % | N/A | 9.1 | % | ||||||||||||||||||
|
Operating Income
|
||||||||||||||||||||||||||||||||
|
Flavors & Extracts
|
8.8 | % | 0.0 | % | 0.0 | % | 8.8 | % | 7.6 | % | 0.9 | % | 0.0 | % | 6.7 | % | ||||||||||||||||
|
Color
|
22.0 | % | 0.9 | % | 0.0 | % | 21.1 | % | 27.9 | % | 3.8 | % | 0.0 | % | 24.1 | % | ||||||||||||||||
|
Asia Pacific
|
29.6 | % | (2.8 | %) | 0.0 | % | 32.4 | % | 23.6 | % | 0.0 | % | 0.0 | % | 23.6 | % | ||||||||||||||||
|
Corporate & Other
|
(6.4 | %) | 0.0 | % | (21.8 | %) | 15.4 | % | (5.9 | %) | 0.0 | % | (21.1 | %) | 15.2 | % | ||||||||||||||||
|
Total Operating Income
|
25.5 | % | 0.1 | % | 6.8 | % | 18.6 | % | 27.8 | % | 2.9 | % | 6.7 | % | 18.2 | % | ||||||||||||||||
|
Diluted Earnings per Share
|
29.9 | % | 0.0 | % | 12.2 | % | 17.7 | % | 31.6 | % | 3.1 | % | 9.3 | % | 19.2 | % | ||||||||||||||||
|
Adjusted EBITDA
|
15.6 | % | 0.2 | % | N/A | 15.4 | % | 18.0 | % | 2.3 | % | N/A | 15.7 | % | ||||||||||||||||||
(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, and other 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 $210.0 million and $203.0 million for the three months ended September 30, 2026 and 2025, respectively, an increase of approximately 4%. The increase was a result of higher revenue in Agricultural Ingredients and Flavors, Extracts & Flavor Ingredients. The higher revenue in Agricultural Ingredients was due to higher volumes. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher selling prices, partially offset by lower volumes. Foreign exchange rates had an immaterial impact on segment revenue for the three months ended September 30, 2026.
Flavors & Extracts segment revenue was $625.0 million and $599.9 million for the nine months ended September 30, 2026 and 2025, respectively, an increase of approximately 4%. The increase was a result of higher revenue in Flavors, Extracts & Flavor Ingredients and Agricultural Ingredients. The higher revenue in Flavors, Extracts & Flavor Ingredients was primarily due to higher selling prices and the favorable impact of foreign exchange rates that increased segment revenue by approximately 1%. The higher revenue in Agricultural Ingredients was due to higher volumes and selling prices.
Flavors & Extracts segment operating income was $30.5 million and $28.0 million for the three months ended September 30, 2026 and 2025, respectively, an increase of approximately 9%. The higher segment operating income was primarily a result of higher operating income in Flavors, Extracts & Flavor Ingredients, primarily due to higher selling prices and favorable product mix, partially offset by higher manufacturing and other costs. Segment operating income as a percent of revenue was 14.5% in the current quarter compared to 13.8% in the prior year’s comparable quarter. Foreign exchange rates had an immaterial impact on segment operating income for the three months ended September 30, 2026.
Flavors & Extracts segment operating income was $87.7 million and $81.5 million for the nine months ended September 30, 2026 and 2025, respectively, an increase of approximately 8%. The higher segment operating income was a result of higher operating income in Flavors, Extracts & Flavor Ingredients and Agricultural Ingredients. The higher segment operating income for Flavors, Extracts & Flavor Ingredients was primarily due to higher selling prices, favorable product mix, and higher volumes, partially offset by higher manufacturing and other costs. The higher segment operating income for Agricultural Ingredients was due to higher selling prices, favorable product mix, and higher volumes, partially offset by higher raw material costs and manufacturing and other costs. Segment operating income as a percent of revenue was 14.0% in the current nine month period compared to 13.6% in the prior year’s comparable nine month period. Foreign exchange rates increased segment operating income by approximately 1% for the nine months ended September 30, 2026.
Color
Segment revenue for the Color segment was $210.3 million and $178.2 million for the three months ended September 30, 2026 and 2025, respectively, an increase of approximately 18%. The increase was primarily a result of higher revenue in Food & Pharmaceutical Colors, primarily due to higher volumes, including higher volumes associated with natural colors conversion activity, and the favorable impact of foreign exchange rates that increased segment revenue by approximately 1%.
Segment revenue for the Color segment was $624.7 million and $525.2 million for the nine months ended September 30, 2026 and 2025, respectively, an increase of approximately 19%. 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, including higher volumes associated with natural colors conversion activity, the favorable impact of foreign exchange rates, and higher selling prices. The higher revenue in Personal Care was due to the favorable impact of foreign exchange rates, higher selling prices, and higher volumes. Foreign exchange rates increased segment revenue by approximately 3% for the nine months ended September 30, 2026.
Segment operating income for the Color segment was $46.1 million and $37.7 million for the three months ended September 30, 2026 and 2025, respectively, an increase of approximately 22%. The higher segment operating income was a result of higher operating income in Food & Pharmaceutical Colors and Personal Care. The higher operating income in Food & Pharmaceutical Colors was primarily due to higher volumes, partially offset by higher raw material and manufacturing and other costs. The higher operating income in Personal Care was primarily due to higher selling prices. Foreign exchange rates increased segment operating income by approximately 1% for the three months ended September 30, 2026. Segment operating income as a percent of revenue was 21.9% in the current quarter and 21.2% in the prior year’s comparable quarter.
Segment operating income for the Color segment was $142.6 million and $111.5 million for the nine months ended September 30, 2026 and 2025, respectively, an increase of approximately 28%. The higher segment operating income was a result of higher operating income in Food & Pharmaceutical Colors and Personal Care. The higher operating income in Food & Pharmaceutical Colors was due to higher volumes and selling prices, the favorable impact of tariff refunds received, and the favorable impact of foreign exchange rates, partially offset by higher raw material and manufacturing and other costs. The higher operating income in Personal Care was primarily due to higher selling prices and volumes, the favorable impact of tariff refunds received, and the favorable impact of foreign exchange rates, partially offset by higher manufacturing and other costs. Foreign exchange rates increased segment operating income by approximately 4% for the nine months ended September 30, 2026. Segment operating income as a percent of revenue was 22.8% in the current nine month period and 21.2% in the prior year’s comparable period.
Asia Pacific
Segment revenue for the Asia Pacific segment was $47.3 million and $42.1 million for the three months ended September 30, 2026 and 2025, respectively, an increase of approximately 12%. The increase was a result of higher volumes and selling prices, partially offset by the unfavorable impact of foreign exchange rates that decreased segment revenue by approximately 2%.
Segment revenue for the Asia Pacific segment was $140.1 million and $126.7 million for the nine months ended September 30, 2026 and 2025, respectively, an increase of approximately 11%. The increase was a result of higher volumes and selling prices. Foreign exchange rates had an immaterial impact on segment revenue for the nine months ended September 30, 2026.
Segment operating income for the Asia Pacific segment was $12.4 million and $9.5 million for the three months ended September 30, 2026 and 2025, respectively, an increase of approximately 30%. The increase was primarily due to higher volumes and selling prices, partially offset by higher manufacturing and other costs and the unfavorable impact of foreign exchange rates that decreased segment operating income by approximately 3%. Segment operating income as a percent of revenue was 26.1% in the current quarter and 22.7% in the prior year’s comparable quarter.
Segment operating income for the Asia Pacific segment was $34.5 million and $27.9 million for the nine months ended September 30, 2026 and 2025, respectively, an increase of approximately 24%. The increase was primarily due to higher volumes and selling prices, partially offset by higher manufacturing and other costs. Segment operating income as a percent of revenue was 24.6% in the current nine month period and 22.0% in the prior year’s comparable period. Foreign exchange rates had an immaterial impact on segment operating income for the nine months ended September 30, 2026.
Corporate & Other
The Corporate & Other operating expense was $16.5 million and $17.6 million for the three months ended September 30, 2026 and 2025, respectively. The lower operating expense was primarily due to Portfolio Optimization Plan costs totaling $3.3 million in the three months ended September 30, 2025, partially offset by higher performance-based executive compensation costs incurred in 2026. See the Portfolio Optimization Plan section above for further information.
The Corporate & Other operating expense was $49.0 million and $52.0 million for the nine months ended September 30, 2026 and 2025, respectively. The lower operating expense was primarily due to Portfolio Optimization Plan costs totaling $9.5 million in the nine months ended September 30, 2025, partially offset by higher performance-based executive compensation costs incurred in 2026. See the Portfolio Optimization Plan section above for further information.
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, 2026. The Company expects to increase its existing indebtedness in the short-term to further support the increased cash requirements for operations and capital expenditures associated with the natural colors conversion activity. In the long-term, the Company anticipates that its cash flow from operations and 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 2026 through 2030. 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 months ended September 30, 2026. The Company has experienced increased costs for certain inputs, such as raw materials, energy, shipping and logistics, packaging, and labor-related costs. We continue to expect to manage these impacts in the near term, but persistent, accelerated, or expanded inflationary conditions, including any heightened inflationary pressures resulting from the conflict between the United States and Iran and its aftermath, could exacerbate these challenges and impact our profitability.
The Company continues to monitor developments with respect to tariffs and other trade policy matters closely, including impacts from the U.S. Supreme Court decision that struck down tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) and other litigation, as well as the implementation of additional tariffs. As of September 30, 2026, we have received approximately $5 million of IEEPA tariff refunds from the U.S. Customs and Border Protection, which included applicable interest. We do not anticipate receiving any material amounts of tariff refunds in the future. The tariffs imposed by the United States, and retaliatory tariffs imposed by other countries on United States exports, have led to significant volatility and uncertainty in global markets. As a result of these ongoing tariff-related actions, 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, or other trade barriers are implemented, 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 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, 2026. 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 $75.3 million and $83.3 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease in net cash provided by operating activities was primarily due to an increase in cash used by inventory during 2026 compared to 2025 and a decrease in cash provided by accounts receivable, partially offset by an increase in cash provided by accounts payable and other accrued expenses.
Cash Flows from Investing Activities
Net cash used in investing activities was $104.3 million and $61.0 million during the nine months ended September 30, 2026 and 2025, respectively. Capital expenditures were $105.8 million and $57.8 million during the nine months ended September 30, 2026 and 2025, respectively. In 2026, the Company received $2.0 million for the sale of the Felinfach land and building assets. In 2025, the Company paid $4.9 million for the acquisition of Biolie SAS.
Cash Flows from Financing Activities
Net cash provided by financing activities was $35.0 million and net cash used in financing activities was $13.9 million for the nine months ended September 30, 2026 and 2025, respectively. Net debt increased by $91.8 million and $41.0 million for the nine months ended September 30, 2026 and 2025, 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, 2026. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $52.3 million and $52.2 million were paid during the nine months ended September 30, 2026 and 2025, respectively. Total dividends of $1.23 per share were paid for both the nine months ended September 30, 2026 and 2025.
CRITICAL ACCOUNTING POLICIES
There have been no material changes in the Company’s critical accounting policies during the quarter ended September 30, 2026. 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, 2025.
There have been no material changes in the Company’s exposure to market risk during the quarter ended September 30, 2026. 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, 2025.
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: During the quarter ended September 30, 2026, the Company upgraded an enterprise resource planning software application used in business units within the Color segment. The Company followed an implementation process that required significant pre-implementation planning, design, and testing. There have been no other 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, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II.
OTHER INFORMATION
See Part I, Item 1, Note 13, Commitments and Contingencies, of this report for information regarding legal proceedings in which the Company is involved.
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, 2025.
On October 19, 2017, the Board of Directors authorized the repurchase of up to three million shares (2017 Authorization). As of September 30, 2026, 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, 2026, 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, 2026.
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2026, no director or officer of the Company adopted terminated
The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.
SENSIENT TECHNOLOGIES CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2026
| Exhibit |
Description
|
Incorporated by Reference From
|
Filed Herewith | |
| 10.1 |
Omnibus Amendment No. 1 to Receivables Purchase Agreement and Performance
Undertaking, dated as of August 31, 2026, among Sensient Receivables LLC, Sensient Technologies Corporation, Wells Fargo Bank, National Association, PNC Bank, National Association, and PNC Capital Markets LLC
|
Exhibit 10.1 to Current Report on Form 8-K filed September 2, 2026 (Commission File No. 1-7626) | ||
| 10.2 |
First
Amendment to Fourth Amended and Restated Credit Agreement, dated as of October 28, 2026
|
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 |
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: | October 30, 2026 | By: | /s/ John J. Manning | |
| John J. Manning, Senior Vice President, General Counsel & Secretary | ||||
| Date: | October 30, 2026 | By: | /s/ Tobin Tornehl | |
| Tobin Tornehl, Vice President & Chief Financial Officer | ||||
24
Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 28, 2026 and is by and among SENSIENT TECHNOLOGIES CORPORATION, a Wisconsin corporation (the “Company”), the financial institutions signatory hereto as Lenders, and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as the Administrative Agent, the Issuing Bank, and the Swing Line Lender.
Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Company, the other Borrowers party thereto, the Lenders and the Administrative Agent are parties to a certain Fourth Amended and Restated Credit Agreement, dated as of June 13, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Company, the Administrative Agent and the Lenders wish to amend the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.
Amendments to Credit Agreement. Upon the First Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
(a)
The following defined terms are hereby added to Section 1.1 of the Credit Agreement in appropriate alphabetical order:
“TIBOR” has the meaning specified in the definition of Eurocurrency Rate.
“TONAR” means a rate equal to the Tokyo Overnight Average Rate as administered by the TONAR Administrator.
“TONAR Administrator” means the Bank of Japan (or any successor administrator of the Tokyo Overnight Average Rate selected by the Administrative Agent in its reasonable discretion).
“TONAR Administrator’s Website” means the Bank of Japan’s website, at http://www.boj.or.jp, or any successor source for the Tokyo Overnight Average Rate identified as such by the TONAR Administrator from time to time.
“Yen” or “¥” mean the lawful currency of Japan.
(b)
The definition of “Alternative Currency” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
1
“Alternative Currency” means Euros, English pounds, Yen or any other currency (other than Dollars) which is (a) readily available, freely transferable and convertible into Dollars in the international interbank market, available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated, (b) requested by any Borrower and (c) acceptable to all of the Lenders (or, for purposes of any Alternative Currency Letter of Credit, any such other currency that is acceptable to the Issuing Bank), in each case as long as there is a published Daily Simple RFR or Eurocurrency Rate, as applicable, or a Benchmark Replacement effected pursuant to Section 2.18(k) with respect thereto.
(c)
The definition of “Benchmark” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Benchmark” means, initially, with respect to Obligations, interest, fees, commissions, or other amounts denominated in, or calculated with respect to, (a) Dollars, SOFR and Term SOFR Reference Rate, (b) Euros, Sterling or Yen, the Daily Simple RFR applicable for such Currency, and (c) Euros or Yen, the Eurocurrency Rate applicable for such Currency; provided that if a Benchmark Transition Event has occurred with respect to the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.18(k)(i).
(d)
The definition of “Benchmark Replacement” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Benchmark Replacement” with respect to any Benchmark Transition Event, the first applicable alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
(1) where the Benchmark is Term SOFR, Daily Simple SOFR;
(2) where the Benchmark is EURIBOR, €STR;
(3) where the Benchmark is TIBOR, TONAR; and
(4) the sum of
(A) the alternate benchmark rate
that has been selected by the Administrative Agent and the Borrower, giving
due consideration to (x) any selection or recommendation of a
replacement benchmark rate or the mechanism for determining such a rate by the
Relevant Governmental Body or (y) any evolving
or then-prevailing market
convention for determining a benchmark rate as a replacement to the
then-current Benchmark for syndicated credit facilities denominated in the
applicable Currency at such time and (B) the related Benchmark Replacement
Adjustment;
provided, that if the Benchmark Replacement as determined pursuant to the foregoing would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents; and provided further, that any Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.
2
(e)
The definition of “Daily RFR Administrator” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Daily RFR Administrator” means the SONIA Administrator, the €STR Administrator or the TONAR Administrator, as applicable.
(f)
The definition of “Daily RFR Business Day” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Daily RFR Business Day” means as applicable, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to (i) Euro, a TARGET Day, (ii) Sterling, a day on which banks are open for general business in London, and (iii) Yen, a day on which banks are open for general business in Japan.
(g)
The definition of “Daily Simple RFR” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Daily Simple RFR” means, for any day (a “Daily RFR Day”), a rate per annum determined by the Administrative Agent (rounded upwards, at the Administrative Agent’s discretion, to the nearest 1/100 of 1%) equal to, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to:
(a) Sterling, SONIA for the day (such day, adjusted as applicable as set forth herein, the “SONIA Lookback Day”) that is two (2) Daily RFR Business Days prior to (A) if such Daily RFR Day is a Daily RFR Business Day, such Daily RFR Day or (B) if such Daily RFR Day is not a Daily RFR Business Day, the Daily RFR Business Day immediately preceding such Daily RFR Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA Administrator’s Website;
(b) Euro, €STR for the day (such day, adjusted as applicable as set forth herein, the “€STR Lookback Day”) that is two (2) Daily RFR Business Days prior to (A) if such Daily RFR Day is a Daily RFR Business Day, such Daily RFR Day or (B) if such Daily RFR Day is not a Daily RFR Business Day, the Daily RFR Business Day immediately preceding such Daily RFR Day, in each case, as such €STR is published by the €STR Administrator on the €STR Administrator’s Website; and
(c) Yen, TONAR for the day (such day, adjusted as applicable as set forth herein, the “TONAR Lookback Day”) that is two (2) Daily RFR Business Days prior to (A) if such Daily RFR Day is a Daily RFR Business Day, such Daily RFR Day or (B) if such Daily RFR Day is not a Daily RFR Business Day, the Daily RFR Business Day immediately preceding such Daily RFR Day, in each case, as such TONAR is published by the TONAR Administrator on the TONAR Administrator’s Website;
3
provided, that if by 5:00 pm (local time for the applicable Daily Simple RFR) on the second (2nd) Daily RFR Business Day immediately following any Daily Simple RFR Lookback Day, the RFR in respect of such Daily Simple RFR Lookback Day has not been published on the applicable Daily RFR Administrator’s website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR has not occurred, then the RFR for such Daily Simple RFR Lookback Day will be the RFR as published in respect of the first preceding Daily RFR Business Day for which such RFR was published on the Daily RFR Administrator’s website; provided further that any RFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive Daily RFR Days; provided further that if the Daily Simple RFR as determined above would be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement.
The Daily Simple RFR for each outstanding Daily RFR Funding shall be adjusted automatically as of the effective date of any change in the applicable RFR without notice to the Borrower. Determination by Administrative Agent of the Daily Simple RFR shall be deemed conclusive absent manifest error.
(h)
The definition of “Daily Simple RFR Lookback Days” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Daily Simple RFR Lookback Days” means, collectively, the SONIA Lookback Day, €STR Lookback Day and TONAR Lookback Day, as applicable, and each individually is a Daily Simple RFR Lookback Day.
(i)
The definition of “Eurocurrency Banking Day” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Eurocurrency Banking Day” means, for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to (i) Euros, a TARGET Day, and (ii) Yen, any day on which banks are open for business in Japan.
(j)
The definition of “Eurocurrency Rate” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Eurocurrency Rate” means, for any Eurocurrency Rate Funding for any Interest Period, a rate per annum determined by the Administrative Agent (rounded upwards, at the Administrative Agent’s discretion, to the nearest 1/100 of 1%) equal to, for any Obligations, interest, fees, commissions, or other amounts denominated in, or calculated with respect to:
(a)
Euros, the Euro Interbank Offered Rate (“EURIBOR”) as administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or substitute page or service providing such quotations as determined by the Administrative Agent from time to time) at approximately 11:00 a.m. (Brussels time) two (2) Eurocurrency Banking Days prior to the commencement of such Interest Period; provided, that if by such time the EURIBOR in respect of such day has not been so published, or if such day is not a Business Day, then the EURIBOR for such day will be the EURIBOR as published in respect of the first preceding Business Day for which such EURIBOR rate was published thereon; provided further that any EURIBOR so determined based on the first preceding Business Day shall be utilized for purposes of calculation of the Eurocurrency Rate for no more than three (3) consecutive Business Days (any such day, collectively, the “EURIBOR Lookback Day”); and
4
(b)
Yen, the Tokyo Interbank Offered Rate (“TIBOR”) as administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, as displayed on the applicable Bloomberg page (or on any successor or substitute page or service providing such quotations as determined by the Administrative Agent from time to time) at approximately 11:00 a.m. (Tokyo time) two (2) Business Days prior to the commencement of such Interest Period; provided, that if by such time the TIBOR in respect of such day has not been so published, then the TIBOR for such day will be the TIBOR as published in respect of the first preceding Business Day for which such TIBOR was published thereon; provided further that any TIBOR so determined based on the first preceding Business Day shall be utilized for purposes of calculation of the Eurocurrency Rate for no more than three (3) consecutive Business Days (any such day, collectively, the “TIBOR Lookback Day”);
provided that if the Eurocurrency Rate as determined above would be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement. The Eurocurrency Rate for each outstanding Eurocurrency Rate Funding shall be adjusted automatically without notice to the Borrower on and as of the first day of each Interest Period. Determination of the Eurocurrency Rate by the Administrative Agent shall be deemed conclusive absent manifest error.
(k)
The definition of “Eurocurrency Rate Lookback Days” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Eurocurrency Rate Lookback Days” means, collectively, EURIBOR Lookback Day and TIBOR Lookback Day, as applicable, and each such day is a “Eurocurrency Rate Lookback Day”.
(l)
The definition of “RFR” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“RFR” means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Euro, €STR, (b) Sterling, SONIA, and (c) Yen, TONAR.
(m)
Section 2.2 of the Credit Agreement is hereby amended by amending and restating the proviso at the end of the first sentence thereof as follows:
provided that all Revolving Advances denominated in Euros and Yen shall be Eurocurrency Rate Advances
5
(n)
Section 2.12 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Section 2.12
Computation of Interest and Fees.
All interest on Base Rate Fundings, Daily Simple RFR Fundings accruing based on SONIA and TONAR and Eurocurrency Rate Fundings accruing based on TIBOR will be calculated based on the actual days elapsed in a year of 365 or 366 days, as the case may be. All other interest and all fees hereunder shall be computed on the basis of actual number of days elapsed in a year of 360 days.
(o)
Section 2.18(k)(i) of the Credit Agreement is hereby amended by amending and restating the proviso at the end of the first sentence thereof as follows:
(i) Benchmark Replacement. Notwithstanding anything to the contrary
herein or in any other Loan Document and any agreement executed in connection
with a Swap Contract shall be deemed not to be a “Loan Document” for purposes
of this clause (k), if a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred prior to any setting of the then-current
Benchmark for any Currency, then (A) if a Benchmark Replacement is determined
in accordance with clause (1) of the definition of “Benchmark Replacement” for
such Benchmark Replacement Date, such Benchmark Replacement will replace such
Benchmark for all purposes hereunder and under any Loan Document in respect of
such Benchmark setting and subsequent Benchmark settings without any amendment
to, or further action or consent of any other party to, this Agreement or any
other Loan Document and (B) if a Benchmark Replacement is determined in
accordance with clause (2), (3) or (4) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement
will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of any Benchmark setting at or after 5:00 p.m. (New York
City time) on the fifth (5th) Business Day after the date notice of such
Benchmark Replacement is provided to the Lenders without any amendment to, or
further action or consent of any other party to, this Agreement or any other
Loan Document so long as the Administrative Agent has not received, by such
time, written notice from Lenders comprising the Required Lenders of objection
to (i) with respect to a Benchmark Replacement determined in accordance with
clause (2) or (3) of the definition of “Benchmark Replacement”, the related
Benchmark Replacement Adjustment and (ii) with respect to a Benchmark
Replacement determined in accordance with clause (4) of the definition of
“Benchmark Replacement”, such Benchmark Replacement.
2.
Representations and Warranties. The Company hereby represents and warrants that:
(a)
This Amendment has been duly executed and delivered by the duly authorized officers of the Company and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.
6
(b)
Both immediately before and immediately after giving effect to this Amendment, the representations and warranties contained in Article IV of the Credit Agreement are correct in all material respects (or correct in all respects, if any such representation and warranty is qualified by materiality or reference to Material Adverse Change), except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties are correct in all material respects (or correct in all respects, if any such representation and warranty is qualified by materiality or reference to Material Adverse Change) as of such earlier date.
(c)
Immediately before and immediately after giving effect to this Amendment, no event has occurred and is continuing, or would result from this Amendment, which constitutes a Default or an Event of Default.
3.
Effectiveness. This Amendment shall become effective, and the “First Amendment Effective Date” shall be deemed to have occurred, upon the execution and delivery hereof by the Company, the Administrative Agent and each of the Lenders.
4.
References, Effect, Etc. Upon the effectiveness of this Amendment, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as modified by this Amendment. For the avoidance of doubt, this Amendment constitutes a Loan Document.
5.
No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of or consent to any provision of the Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith.
6.
Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.
7.
Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
8.
Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized signatories to execute and deliver this Amendment as of the date first above written.
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SENSIENT TECHNOLOGIES CORPORATION,
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as Company
|
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| By: |
/s/ Adam Vanderleest
|
||
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Name: Adam Vanderleest
|
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|
Title: VP, Controller & Chief Accounting Officer
|
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SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
8
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PNC BANK, NATIONAL ASSOCIATION,
|
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as the Administrative Agent
|
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| By: |
/s/ Joseph A. Vehec
|
||
|
Name: Joseph A. Vehec
|
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|
Title: Senior Vice President
|
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SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
9
ACCEPTED AND AGREED:
|
LENDERS:
|
PNC BANK, NATIONAL ASSOCIATION,
|
||
|
as a Lender and an Issuing Bank
|
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| By: |
/s/ Joseph A. Vehec
|
||
|
Name: Joseph A. Vehec
|
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|
Title: Senior Vice President
|
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SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
10
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BANK OF AMERICA, N.A.,
|
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|
as a Lender
|
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| By: |
/s/ Kevin Krug
|
||
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Name: Kevin Krug
|
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|
Title: Senior Vice President
|
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SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
11
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
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|
as a Lender and an Issuing Bank
|
|||
| By: |
/s/ Alex Mitchell
|
||
|
Name: Alex Mitchell
|
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|
Title: Vice President
|
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SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
12
|
ING BANK N.V., DUBLIN BRANCH,
|
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as a Lender
|
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| By: |
/s/ Rory Fitzgerald
|
||
|
Name: Rory Fitzgerald
|
|||
|
Title: Director
|
|||
| By: |
/s/ Sean Hassett
|
||
|
Name: Sean Hassett
|
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|
Title: Director
|
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SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
13
|
CITIBANK, N.A.,
|
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|
as a Lender
|
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| By: |
/s/ Megan Hand
|
||
|
Name: Megan Hand
|
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|
Title: Director
|
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SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
14
|
COBANK, ACB,
|
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|
as a Lender
|
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| By: |
/s/ Jasmeet Minhas
|
||
|
Name: Jasmeet Minhas
|
|||
|
Title: MD- CABG
|
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SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
15
|
HSBC BANK USA, NATIONAL ASSOCIATION,
|
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|
as a Lender
|
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| By: |
/s/ John L. Church
|
||
|
Name: John L. Church
|
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Title: Managing Director
|
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SENSIENT TECHNOLOGIES CORPORATION
FIRST AMENDMENT TO CREDIT AGREEMENT
16
EXHIBIT 31
CERTIFICATION
Pursuant to Rule 13a-14(a) of the Exchange Act
I, Paul Manning, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Sensient Technologies Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 30, 2026
|
|
/s/ Paul Manning
|
|
|
Paul Manning, Chairman, President &
|
|
|
Chief Executive Officer
|
|
1
EXHIBIT 31
CERTIFICATION
Pursuant to Rule 13a-14(a) of the Exchange Act
I, Tobin Tornehl, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Sensient Technologies Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 30, 2026
|
|
/s/ Tobin Tornehl
|
|
|
Tobin Tornehl, Vice President &
|
|
|
Chief Financial Officer
|
|
EXHIBIT 32
CERTIFICATION
Pursuant to 18 United States Code § 1350
The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2026, of Sensient Technologies Corporation (the “Company”) filed with the Securities and Exchange Commission on or about the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Paul Manning
|
|
|
|
Name:
|
Paul Manning
|
|
|
|
Title:
|
Chairman, President & Chief Executive Officer
|
|
|
|
Date:
|
October 30, 2026
|
|
A signed original of this written statement required by Section 906 has been provided to Sensient Technologies Corporation and will be retained by Sensient Technologies Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
1
EXHIBIT 32
CERTIFICATION
Pursuant to 18 United States Code § 1350
The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2026, of Sensient Technologies Corporation (the “Company”) filed with the Securities and Exchange Commission on or about the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Tobin Tornehl
|
|
|
|
Name:
|
Tobin Tornehl
|
|
|
|
Title:
|
Vice President & Chief Financial Officer
|
|
|
|
Date:
|
October 30, 2026
|
|
A signed original of this written statement required by Section 906 has been provided to Sensient Technologies Corporation and will be retained by Sensient Technologies Corporation and furnished to the Securities and Exchange Commission or its staff upon request.