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:
June 30, 2026
  

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

Sensient Technologies Corporation
(Exact name of registrant as specified in its charter)

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

777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202-5304
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(414) 271-6755
Securities registered pursuant to Section 12(b) of the Act:

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

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐    No ☒

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

Class
  
Outstanding at July 22, 2026
Common Stock, par value $0.10 per share
  
42,562,811

SENSIENT TECHNOLOGIES CORPORATION
INDEX

     
Page No.
       
PART I. FINANCIAL INFORMATION:
  
       
 
Item 1.
  
   

 
   
1
       
   
2
   

 
   
3
       
    4
   


   
5
       
   
6
       
 
Item 2.
 15
   


 
Item 3.
 21
       
 
Item 4.
 21
       
PART II. OTHER INFORMATION:
  
       
 
Item 1.
 21
       
 
Item 1A.
 21
       
 
Item 2.
 21
       
 
Item 5.
 22
       
 
Item 6.
 22
       
    23
       
    24

PART I.
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS

SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands except per share amounts)
(Unaudited)

 
Three Months
Ended June 30,
    
Six Months
Ended June 30,
  
   
2026
    
2025
    
2026
    
2025
  
                         
Revenue
  
$
462,081
    
$
414,230
    
$
897,915
    
$
806,555
  
Cost of products sold
    
289,282
      
271,398
      
572,428
      
531,946
  
Selling and administrative expenses
    
96,099
      
85,126
      
182,059
      
163,373
  
Operating income
    
76,700
      
57,706
      
143,428
      
111,236
  
Interest expense
    
8,174
      
7,391
      
16,076
      
14,732
  
Earnings before income taxes
    
68,526
      
50,315
      
127,352
      
96,504
  
Income taxes
    
17,167
      
12,728
      
31,823
      
24,455
  
Net earnings
  
$
51,359
    
$
37,587
    
$
95,529
    
$
72,049
  
                                 
Weighted average number of common shares outstanding:
                                
Basic
    
42,350
      
42,246
      
42,323
      
42,221
  
Diluted
    
42,756
      
42,575
      
42,714
      
42,522
  
                                 
Earnings per common share:
                                
Basic
  
$
1.21
    
$
0.89
    
$
2.26
    
$
1.71
  
Diluted
  
$
1.20
    
$
0.88
    
$
2.24
    
$
1.69
  
                                 
Dividends declared per common share
  
$
0.41
    
$
0.41
    
$
0.82
    
$
0.82
  

See accompanying notes to consolidated condensed financial statements.

1
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)

Three Months
Ended June 30,
  
Six Months
Ended June 30,
  
 
2026
  
2025
  
2026
  
2025
  
                 
Comprehensive income
  
$
53,848
    
$
75,982
    
$
94,691
    
$
125,409
  

See accompanying notes to consolidated condensed financial statements.

2
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)

Assets  
June 30,
2026
(Unaudited)
    
December 31,
2025
 
Current Assets:
            
Cash and cash equivalents
  
$
31,019
    
$
36,533
  
Trade accounts receivable
    
376,503
      
305,380
  
Inventories
    
719,094
      
678,220
  
Prepaid expenses and other current assets
    
57,041
      
59,717
  
Fixed assets held for sale
     -       1,598  
                 
Total current assets
    
1,183,657
      
1,081,448
  
                 
Other assets
    
104,745
      
102,362
  
Deferred tax assets
    
63,395
      
71,204
  
Intangible assets, net
    
9,535
      
10,121
  
Goodwill
    
435,064
      
439,706
  
Property, Plant, and Equipment:
                
Land
    
34,618
      
34,898
  
Buildings
    
368,979
      
366,797
  
Machinery and equipment
    
858,778
      
858,762
  
Construction in progress
    
118,505
      
78,492
  
     
1,380,880
      
1,338,949
  
Less accumulated depreciation
    
(806,173
)
    
(799,653
)
     
574,707
      
539,296
  
                 
Total assets
  
$
2,371,103
    
$
2,244,137
  
                 
Liabilities and Shareholders’ Equity
                
                 
Current Liabilities:
                
Trade accounts payable
  
$
145,300
    
$
138,344
  
Accrued salaries, wages, and withholdings from employees
    
39,739
      
43,988
  
Other accrued expenses
    
64,906
      
65,652
  
Income taxes
    
19,279
      
15,247
  
Short-term borrowings
    
397
      
352
  
                 
Total current liabilities
    
269,621
      
263,583
  
                 
Deferred tax liabilities
    
13,439
      
13,651
  
Other liabilities
    
39,879
      
40,112
  
Accrued employee and retiree benefits
    
24,737
      
24,045
  
Long-term debt
    
763,499
      
709,232
  
Shareholders’ Equity:
                
Common stock
    
5,396
      
5,396
  
Additional paid-in capital
    
125,863
      
123,668
  
Earnings reinvested in the business
    
1,907,676
      
1,847,014
  
Treasury stock, at cost
    
(607,916
)
    
(612,311
)
Accumulated other comprehensive loss
    
(171,091
)
    
(170,253
)
                 
Total shareholders’ equity
    
1,259,928
      
1,193,514
  
                 
Total liabilities and shareholders’ equity
  
$
2,371,103
    
$
2,244,137
  

See accompanying notes to consolidated condensed financial statements.

3
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 
Six Months
Ended June 30,
  
   
2026
     2025
  
             
Cash flows from operating activities:
            
Net earnings
  
$
95,529
    
$
72,049
  
Adjustments to arrive at net cash provided by operating activities:
                
Depreciation and amortization
    
31,428
      
30,334
  
Share-based compensation expense
    
9,380
      
6,639
  
Net (gain) loss on assets
    
(149
)
    
76
  
Portfolio Optimization Plan costs
     -       1,274  
Deferred income taxes
    
3,320
      
2,711
  
Changes in operating assets and liabilities:
                
Trade accounts receivable
    
(72,244
)
    
(30,293
)
Inventories
    
(42,811
)
    
(548
)
Prepaid expenses and other assets
    
(181
)
    
(11,028
)
Accounts payable and other accrued expenses
    
8,131
      
(17,578
)
Accrued salaries, wages, and withholdings from employees
    
(4,071
)
    
(15,129
)
Income taxes
    
4,425
      
(937
)
Other liabilities
    
2,090
      
1,734
  
                 
Net cash provided by operating activities
    
34,847
      
39,304
  
                 
Cash flows from investing activities:
                
Acquisition of property, plant, and equipment
    
(67,513
)
    
(38,035
)
Proceeds from sale of assets
    
2,019
      
56
  
Acquisition of new business
     -       (4,867 )
Other investing activities
    
(282
)
    
1,354
  
                 
Net cash used in investing activities
    
(65,776
)
    
(41,492
)
                 
Cash flows from financing activities:
                
Proceeds from additional borrowings
    
150,719
      
106,484
  
Debt payments
    
(87,897
)
    
(43,148
)
Dividends paid
    
(34,867
)
    
(34,700
)
Other financing activities
    
(4,411
)
    
(2,648
)
                 
Net cash provided by financing activities
    
23,544
      
25,988
  
                 
Effect of exchange rate changes on cash and cash equivalents
    
1,871
      
6,260
  
                 
Net (decrease) increase in cash and cash equivalents
    
(5,514
)
    
30,060
  
Cash and cash equivalents at beginning of period
    
36,533
      
26,626
  
                 
Cash and cash equivalents at end of period
  
$
31,019
    
$
56,686
  

See accompanying notes to consolidated condensed financial statements.

4
SENSIENT TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share and per share amounts)
(Unaudited)

        Additional    
Earnings
Reinvested
    
Treasury Stock
    
Accumulated
Other
      
Three Months Ended June 30, 2026
  
Common
Stock
    
Paid-In
Capital
    
in the
Business
     Shares     Amount    
Comprehensive
Income (Loss)
    
Total
Equity
  
Balances at March 31, 2026
  
$
5,396
    
$
121,971
    
$
1,873,758
      
11,616,224
    
$
(608,664
)
  
$
(173,580
)
  
$
1,218,881
  
Net earnings
    
-
      
-
      
51,359
      
-
      
-
      
-
      
51,359
  
Other comprehensive income
    
-
      
-
      
-
      
-
      
-
      
2,489
   
2,489
Cash dividends paid – $0.41 per share
    
-
      
-
      
(17,441
)
    
-
      
-
      
-
      
(17,441
)
Share-based compensation
    
-
      
5,604
      
-
      
-
      
-
      
-
      
5,604
  
Non-vested stock issued upon vesting
    -       (1,257 )     -       (23,984 )     1,257       -       -  
Other
    -       (455 )     -       9,716       (509 )     -       (964 )
Balances at June 30, 2026
  
$
5,396
    
$
125,863
    
$
1,907,676
      
11,601,956
    
$
(607,916
)
  
$
(171,091
)
  
$
1,259,928
  

Three Months Ended June 30, 2025
                                          
Balances at March 31, 2025
  
$
5,396
    
$
116,117
    
$
1,799,225
      
11,714,809
    
$
(613,830
)
  
$
(211,874
)
  
$
1,095,034
  
Net earnings
    
-
      
-
      
37,587
      
-
      
-
      
-
      
37,587
  
Other comprehensive income
    
-
      
-
      
-
      
-
      
-
      
38,395
      
38,395
  
Cash dividends paid – $0.41 per share
    
-
      
-
      
(17,324
)
    
-
      
-
      
-
      
(17,324
)
Share-based compensation
    
-
      
3,739
      
-
      
-
      
-
      
-
      
3,739
  
Non-vested stock issued upon vesting     -       (633 )     -       (12,087 )     633       -       -  
Other
     -       (109 )     -       3,844       (201 )     -       (310 )
Balances at June 30, 2025
  
$
5,396
    
$
119,114
    
$
1,819,488
      
11,706,566
    
$
(613,398
)
  
$
(173,479
)
  
$
1,157,121
  

Six Months Ended June 30, 2026  
                                         
Balances at December 31, 2025
  
$
5,396
    
$
123,668
    
$
1,847,014
      
11,685,819
    
$
(612,311
)
  
$
(170,253
)
  
$
1,193,514
  
Net earnings
    
-
      
-
      
95,529
      
-
      
-
      
-
      
95,529
  
Other comprehensive loss
    
-
      
-
      
-
      
-
      
-
      
(838
)
    
(838
)
Cash dividends paid – $0.82 per share
    
-
      
-
      
(34,867
)
    
-
      
-
      
-
      
(34,867
)
Share-based compensation
    
-
      
9,380
      
-
      
-
      
-
      
-
      
9,380
  
Non-vested stock issued upon vesting
    
-
      
(5,843
)
    
-
      
(111,515
)
    
5,843
      
-
      
-
  
Benefit plans
    
-
      
729
      
-
      
(17,031
)
    
892
      
-
      
1,621
  
Other
    
-
      
(2,071
)
    
-
      
44,683
      
(2,340
)
    
-
      
(4,411
)
Balances at June 30, 2026
  
$
5,396
    
$
125,863
    
$
1,907,676
      
11,601,956
    
$
(607,916
)
  
$
(171,091
)
  
$
1,259,928
  

Six Months Ended June 30, 2025  
                                         
Balances at December 31, 2024
  
$
5,396
    
$
117,500
    
$
1,782,139
      
11,779,321
    
$
(617,210
)
  
$
(226,839
)
  
$
1,060,986
  
Net earnings
    
-
      
-
      
72,049
      
-
      
-
      
-
      
72,049
  
Other comprehensive income
    
-
      
-
      
-
      
-
      
-
      
53,360
   
53,360
Cash dividends paid – $0.82 per share
    
-
      
-
      
(34,700
)
    
-
      
-
      
-
      
(34,700
)
Share-based compensation
    
-
      
6,639
      
-
      
-
      
-
      
-
      
6,639
  
Non-vested stock issued upon vesting
    
-
      
(4,606
)
    
-
      
(87,916
)
    
4,606
      
-
      
-
  
Benefit plans
    
-
      
394
      
-
      
(19,899
)
    
1,043
      
-
      
1,437
  
Other
    
-
      
(813
)
    
-
      
35,060
      
(1,837
)
    
-
      
(2,650
)
Balances at June 30, 2025
  
$
5,396
    
$
119,114
    
$
1,819,488
      
11,706,566
    
$
(613,398
)
  
$
(173,479
)
  
$
1,157,121
  

See accompanying notes to consolidated condensed financial statements.

5
SENSIENT TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1.
Accounting Policies

In the opinion of Sensient Technologies Corporation (the Company), the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) that are necessary to present fairly the financial position of the Company as of June 30, 2026, and the results of operations, comprehensive income, and shareholders’ equity for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 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.

6
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 was 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 costs associated with the Portfolio Optimization Plan recognized during the three or six months ended June 30, 2026. The Company has completed all actions contemplated under the Portfolio Optimization Plan.

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 June 30, 2025:

 
(In thousands)
  
Flavors &
Extracts
    
Color
    
Corporate
& Other
    
Consolidated
  
Non-cash impairment charges – Selling and administrative expenses
   $ 117     $ -     $ -     $ 117  
Non-cash charges – Cost of products sold
     326       -       -       326  
Employee separation – Selling and administrative expenses
    
234
      
-
       -      
234
  
Other production costs – Cost of products sold
     1,463       -       -       1,463  
Other costs – Selling and administrative expenses(1)
    
937
      
97
       165      
1,199
  
Total
  
$
3,077
    
$
97
     $ 165    
$
3,339
  


(1) Other costs include professional services, decommissioning costs, and other related costs.
 
The following table summarizes the Portfolio Optimization Plan expenses by segment for the six months ended June 30, 2025:

 
(In thousands)
  
Flavors &
Extracts
    

Color
    
Corporate
& Other
    
Consolidated
  
Non-cash impairment charges – Selling and administrative expenses
  
$
117
    
$
-
    
$
-
    
$
117
  
Non-cash charges – Cost of products sold
    
1,181
      
-
      
-
      
1,181
  
Employee separation – Selling and administrative expenses
    
480
      
8
      
-
      
488
  
Other production costs – Cost of products sold
     2,422       -       -       2,422  
Other costs – Selling and administrative expenses(1)
    
1,728
      
102
      
165
      
1,995
  
Total
  
$
5,928
    
$
110
    
$
165
    
$
6,203
  


(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.

7
The following table summarizes the changes in the allowance for doubtful accounts during the three and six month periods ended June 30, 2026 and 2025:
(In thousands)
Three Months Ended June 30, 2026
  
Allowance for
Doubtful Accounts
  
Balance at March 31, 2026
  
$
5,319
  
Provision for expected credit losses
    
19
  
Accounts written off
    
(220
)
Balance at June 30, 2026
  
$
5,118
  

(In thousands)
Three Months Ended June 30, 2025
  
Allowance for
Doubtful Accounts
  
Balance at March 31, 2025
  
$
5,205
  
Provision for expected credit losses
    
390
  
Accounts written off
    
(174
)
Translation and other activity
    
191
Balance at June 30, 2025
  
$
5,612
  

(In thousands)
Six Months Ended June 30, 2026
  
Allowance for
Doubtful Accounts
  
Balance at December 31, 2025
  
$
5,128
  
Provision for expected credit losses
    
497
  
Accounts written off
    
(501
)
Translation and other activity
    
(6
)
Balance at June 30, 2026
  
$
5,118
  

(In thousands)
Six Months Ended June 30, 2025
  
Allowance for
Doubtful Accounts
  
Balance at December 31, 2024
  
$
5,023
  
Provision for expected credit losses
    
744
  
Accounts written off
     (465 )
Translation and other activity
     310
Balance at June 30, 2025
   $ 5,612  

5.
Inventories
 
At June 30, 2026, and December 31, 2025, inventories included finished and in-process products totaling $512.4 million and $491.4 million, respectively, and raw materials and supplies of $206.7 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 March 2030 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 were no draws made on the Term Loan as of June 30, 2026.

8
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 June 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 $1.1 million and $0.3 million as of June 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 June 30, 2026 and December 31, 2025, was $763.7 million and $709.5 million, respectively. The fair value of the long-term debt at June 30, 2026 and December 31, 2025, was $772.9 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 employees, financial, or capital resources, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual and year-over-year variances on a monthly basis for segment operating income or loss when allocating capital and personnel resources to the segments. Segment performance is evaluated based on operating income of the respective business units before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders), restructuring and other charges, including the 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.

9
Operating results by segment for the periods presented are as follows:

 (In thousands)  
Flavors &
Extracts
    
Color
    
Asia Pacific
    
Corporate
& Other
    
Consolidated
  
Three months ended June 30, 2026:
                              
Total segment revenue
   $
213,179
     $
216,137
     $
47,589
     $
-
     $
476,905
  
Intersegment revenue
    
(8,521
)
    
(6,145
)
    
(158
)
    
-
      
(14,824
)
Consolidated revenue from external customers
    
204,658
      
209,992
      
47,431
      
-
      
462,081
  
Cost of products sold
    
147,173
      
115,404
      
26,705
      
-
      
289,282
  
Selling and administrative expense
    
27,054
      
40,074
      
9,766
      
19,205
      
96,099
  
Operating income (loss)
    
30,431
      
54,514
      
10,960
      
(19,205
)
    
76,700
  
Interest expense
                                    
8,174
  
Earnings before income taxes
                                   $
68,526
  
                                         
Assets
    
925,512
      
969,338
      
133,983
      
342,270
      
2,371,103
  
Capital expenditures
    
13,761
      
22,249
      
684
      
2,082
      
38,776
  
Depreciation and amortization
    
7,911
      
6,367
      
578
      
1,034
      
15,890
  
                                         
Three months ended June 30, 2025:
                                        
Total segment revenue
   $
203,251
     $
179,282
     $
42,744
     $
-
     $
425,277
  
Intersegment revenue
    
(5,770
)
    
(5,210
)
    
(67
)
    
-
      
(11,047
)
Consolidated revenue from external customers
    
197,481
      
174,072
      
42,677
      
-
      
414,230
  
Cost of products sold
    
142,625
      
101,762
      
25,222
      
1,789
      
271,398
  
Selling and administrative expense
    
26,350
      
33,388
      
8,512
      
16,876
      
85,126
  
Operating income (loss)
    
28,506
      
38,922
      
8,943
      
(18,665
)
    
57,706
  
Interest expense
                                    
7,391
  
Earnings before income taxes
                                   $
50,315
  
                                         
Assets
    
843,445
      
887,924
      
130,214
      
342,978
      
2,204,561
  
Capital expenditures
    
14,472
      
4,959
      
429
      
1,321
      
21,181
  
Depreciation and amortization
    
7,676
      
6,062
      
570
      
952
      
15,260
  

 
(In thousands)
  
Flavors &
Extracts
    
Color
    
Asia Pacific
    
Corporate
& Other
    
Consolidated
  
Six months ended June 30, 2026:
                              
Total segment revenue
  
$
415,004
    
$
414,313
    
$
92,844
    
$
-
    
$
922,161
  
Intersegment revenue
    
(14,240
)
    
(9,799
)
    
(207
)
    
-
      
(24,246
)
Consolidated revenue from external customers
    
400,764
      
404,514
      
92,637
      
-
      
897,915
  
Cost of products sold
    
289,108
      
231,307
      
52,013
      
-
      
572,428
  
Selling and administrative expense
    
54,475
      
76,628
      
18,484
      
32,472
      
182,059
  
Operating income (loss)
    
57,181
      
96,579
      
22,140
      
(32,472
)
    
143,428
  
Interest expense
                                    
16,076
  
Earnings before income taxes
                                  
$
127,352
  
                                         
Assets
    
925,512
      
969,338
      
133,983
      
342,270
      
2,371,103
  
Capital expenditures
    
24,213
      
39,013
      
993
      
3,294
      
67,513
  
Depreciation and amortization
    
15,671
      
12,524
      
1,163
      
2,070
      
31,428
  
                                         
Six months ended June 30, 2025:
                                        
Total segment revenue
  
$
396,932
    
$
347,032
    
$
84,645
    
$
-
    
$
828,609
  
Intersegment revenue
    
(11,653
)
    
(10,324
)
    
(77
)
    
-
      
(22,054
)
Consolidated revenue from external customers
    
385,279
      
336,708
      
84,568
      
-
      
806,555
  
Cost of products sold
    
280,559
      
198,199
      
49,585
      
3,603
      
531,946
  
Selling and administrative expense
    
51,225
      
64,735
      
16,598
      
30,815
      
163,373
  
Operating income (loss)
    
53,495
      
73,774
      
18,385
      
(34,418
)
    
111,236
  
Interest expense
                                    
14,732
  
Earnings before income taxes
                                  
$
96,504
  
                                         
Assets
    
843,445
      
887,924
      
130,214
      
342,978
      
2,204,561
  
Capital expenditures
    
27,008
      
8,481
      
604
      
1,942
      
38,035
  
Depreciation and amortization
    
15,316
      
11,998
      
1,118
      
1,902
      
30,334
  

10
Product Lines
(In thousands)
  
Flavors &
Extracts
    
Color
    
Asia Pacific
    
Consolidated
  
Three months ended June 30, 2026:
                        
Flavors, Extracts & Flavor Ingredients
  
$
146,613
    
$
-
    
$
-
    
$
146,613
  
Agricultural Ingredients
    
66,566
      
-
      
-
      
66,566
  
Food & Pharmaceutical Colors
    
-
      
167,741
      
-
      
167,741
  
Personal Care
    
-
      
48,396
      
-
      
48,396
  
Asia Pacific
    
-
      
-
      
47,589
      
47,589
  
Intersegment Revenue
    
(8,521
)
    
(6,145
)
    
(158
)
    
(14,824
)
Total revenue from external customers
  
$
204,658
    
$
209,992
    
$
47,431
    
$
462,081
  
                                 
Three months ended June 30, 2025:
                                
Flavors, Extracts & Flavor Ingredients
  
$
141,736
    
$
-
    
$
-
    
$
141,736
  
Agricultural Ingredients
    
61,515
      
-
      
-
      
61,515
  
Food & Pharmaceutical Colors
    
-
      
136,377
      
-
      
136,377
  
Personal Care
    
-
      
42,905
      
-
      
42,905
  
Asia Pacific
    
-
      
-
      
42,744
      
42,744
  
Intersegment Revenue
    
(5,770
)
    
(5,210
)
    
(67
)
    
(11,047
)
Total revenue from external customers
  
$
197,481
    
$
174,072
    
$
42,677
    
$
414,230
  

(In thousands)
  
Flavors &
Extracts
    
Color
    
Asia Pacific
    
Consolidated
  
Six months ended June 30, 2026:
                        
Flavors, Extracts & Flavor Ingredients
  
$
285,177
    
$
-
    
$
-
    
$
285,177
  
Agricultural Ingredients
    
129,827
      
-
      
-
      
129,827
  
Food & Pharmaceutical Colors
    
-
      
319,021
      
-
      
319,021
  
Personal Care
    
-
      
95,292
      
-
      
95,292
  
Asia Pacific
    
-
      
-
      
92,844
      
92,844
  
Intersegment Revenue
    
(14,240
)
    
(9,799
)
    
(207
)
    
(24,246
)
Total revenue from external customers
  
$
400,764
    
$
404,514
    
$
92,637
    
$
897,915
  
                                 
Six months ended June 30, 2025:
                                
Flavors, Extracts & Flavor Ingredients
  
$
271,917
    
$
-
    
$
-
    
$
271,917
  
Agricultural Ingredients
    
125,015
      
-
      
-
      
125,015
  
Food & Pharmaceutical Colors
    
-
      
260,977
      
-
      
260,977
  
Personal Care
    
-
      
86,055
      
-
      
86,055
  
Asia Pacific
    
-
      
-
      
84,645
      
84,645
  
Intersegment Revenue
    
(11,653
)
    
(10,324
)
    
(77
)
    
(22,054
)
Total revenue from external customers
  
$
385,279
    
$
336,708
    
$
84,568
    
$
806,555
  

Geographic Markets
(In thousands)
  
Flavors &
Extracts
    
Color
    
Asia Pacific
    
Consolidated
  
Three months ended June 30, 2026:
                        
North America
  
$
160,251
    
$
110,968
    
$
51
    
$
271,270
  
Europe
    
33,014
      
56,784
      
10
      
89,808
  
Asia Pacific
    
4,558
      
18,690
      
46,510
      
69,758
  
Other
    
6,835
      
23,550
      
860
      
31,245
  
Total revenue from external customers
  
$
204,658
    
$
209,992
    
$
47,431
    
$
462,081
  
                                 
Three months ended June 30, 2025:
                                
North America
  
$
152,292
    
$
84,402
    
$
14
    
$
236,708
  
Europe
    
33,284
      
50,686
      
16
      
83,986
  
Asia Pacific
    
4,722
      
17,048
      
41,078
      
62,848
  
Other
    
7,183
      
21,936
      
1,569
      
30,688
  
Total revenue from external customers
  
$
197,481
    
$
174,072
    
$
42,677
    
$
414,230
  

11
(In thousands)
  
Flavors &
Extracts
    
Color
    
Asia Pacific
    
Consolidated
  
Six months ended June 30, 2026:
                        
North America
  
$
319,194
    
$
208,736
    
$
92
    
$
528,022
  
Europe
    
62,414
      
113,802
      
17
      
176,233
  
Asia Pacific
    
7,377
      
39,641
      
89,688
      
136,706
  
Other
    
11,779
      
42,335
      
2,840
      
56,954
  
Total revenue from external customers
  
$
400,764
    
$
404,514
    
$
92,637
    
$
897,915
  
                                 
Six months ended June 30, 2025:
                                
North America
  
$
301,919
    
$
163,071
    
$
15
    
$
465,005
  
Europe
    
61,441
      
98,409
      
38
      
159,888
  
Asia Pacific
    
9,244
      
33,674
      
81,842
      
124,760
  
Other
    
12,675
      
41,554
      
2,673
      
56,902
  
Total revenue from external customers
  
$
385,279
    
$
336,708
    
$
84,568
    
$
806,555
  

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
June 30,
    
Six Months Ended
June 30,
  
(In thousands)
  
2026
    
2025
    
2026
    
2025
  
Service cost
  
$
313
    
$
376
    
$
626
    
$
745
  
Interest cost
    
444
      
455
      
888
      
899
  
Expected return on plan assets
    
(278
)
    
(276
)
    
(556
)
    
(541
)
Recognized actuarial gain
    
(39
)
    
(71
)
    
(78
)
    
(143
)
Total defined benefit expense
  
$
440
    
$
484
    
$
880
    
$
960
  
 
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 $45.0 million and $49.9 million of forward exchange contracts designated as cash flow hedges outstanding as of June 30, 2026 and December 31, 2025, respectively. For the three and six months ended June 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 not material. In addition, the Company utilizes forward exchange contracts that are not designated as cash flow hedges. The results of these transactions were not material to the financial statements of the Company.

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 June 30, 2026, and December 31, 2025, the total value of the Company’s net investment hedges, which included Euro denominated long-term debt, was $300.9 million and $309.5 million, respectively. Changes in the fair value of this debt attributable to changes in spot foreign exchange rates are recorded in foreign currency translation in Accumulated Other Comprehensive Loss (OCL). For the three months ended June 30, 2026, and 2025, the impact of foreign exchange rates on these debt instruments decreased debt by $3.4 million and increased debt by $26.8 million, respectively, which has been recorded as foreign currency translation in OCL. For the six months ended June 30, 2026 and 2025, the impact of foreign exchange rates on these debt instruments decreased debt by $8.5 million and increased debt by $39.6 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 June 30, 2026 and 2025 were 25.1% and 25.3%, respectively. For the six months ended June 30, 2026 and 2025, the effective income tax rates were 25.0% and 25.3%, respectively. The effective tax rates for the three and six months ended June 30, 2026 and 2025 were both impacted by the mix of foreign earnings and changes in estimates associated with the finalization of prior year foreign tax items.

12
12.
Accumulated Other Comprehensive Loss

The following table summarizes the changes in OCL during the three and six month periods ended June 30, 2026 and 2025:
(In thousands)
  
Cash Flow
Hedges (1)
    
Pension
Items (1)
    
Foreign
Currency
Items
    
Total
  
Balances at December 31, 2025
  
$
30
    
$
(3,392
)
  
$
(166,891
)
  
$
(170,253
)
Other comprehensive income (loss) before reclassifications
    
1,570
      
-
      
(1,702
)
    
(132
)
Amounts reclassified from OCL
    
(648
)
    
(58
)
    
-
      
(706
)
Balances at June 30, 2026
  
$
952
    
$
(3,450
)
  
$
(168,593
)
  
$
(171,091
)

(In thousands)
  
Cash Flow
Hedges (1)
    
Pension
Items (1)
    
Foreign
Currency
Items
    
Total
  
Balances at March 31, 2026
  
$
869
    
$
(3,421
)
  
$
(171,028
)
  
$
(173,580
)
Other comprehensive income before reclassifications
    
523
      
-
      
2,435
      
2,958
  
Amounts reclassified from OCL
    
(440
)
    
(29
)
    
-
      
(469
)
Balances at June 30, 2026
  
$
952
    
$
(3,450
)
  
$
(168,593
)
  
$
(171,091
)

(In thousands)
  
Cash Flow
Hedges (1)
    
Pension
Items (1)
    
Foreign
Currency
Items
    
Total
  
Balances at December 31, 2024
  
$
(310
)
  
$
(2,348
)
  
$
(224,181
)
  
$
(226,839
)
Other comprehensive income before reclassifications
    
1,724
      
-
      
52,434
      
54,158
  
Amounts reclassified from OCL
    
(691
)
    
(107
)
    
-
      
(798
)
Balances at June 30, 2025
  
$
723
    
$
(2,455
)
  
$
(171,747
)
  
$
(173,479
)

(In thousands)
 
Cash Flow
Hedges (1)
    
Pension
Items (1)
    
Foreign
Currency
Items
    
Total
  
Balances at March 31, 2025
  
$
509
    
$
(2,402
)
  
$
(209,981
)
  
$
(211,874
)
Other comprehensive income before reclassifications
    
716
      
-
      
38,234
      
38,950
  
Amounts reclassified from OCL
    
(502
)
    
(53
)
    
-
      
(555
)
Balances at June 30, 2025
  
$
723
    
$
(2,455
)
  
$
(171,747
)
  
$
(173,479
)


(1) Cash Flow Hedges and Pension Items are net of tax.

13
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 July 23, 2026, the Company announced its quarterly dividend of $0.41 per share would be payable on September 1, 2026.

14
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance, and financial results. Forward-looking statements include statements in the future tense, statements referring to any period after June 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 $462.1 million and $414.2 million for the three months ended June 30, 2026 and 2025, respectively. Revenue was $897.9 million and $806.6 million for the six months ended June 30, 2026 and 2025, respectively. The increase in revenue for the three and six months ended June 30, 2026 was primarily due to higher volumes and selling prices and the favorable impact of foreign exchange rates that increased revenue by approximately 2% and 3%, respectively.

Gross Margin
The Company’s gross margin was 37.4% and 34.5% for the three months ended June 30, 2026 and 2025, respectively. The Company’s gross margin was 36.2% and 34.0% for the six months ended June 30, 2026 and 2025, respectively. For the three and six months ended June 30, 2025, Portfolio Optimization Plan costs totaling $1.8 million and $3.6 million, respectively, decreased gross margin by 40 and 50 basis points, respectively. See Portfolio Optimization Plan below for further information. For the three and six months ended June 30, 2026, the Company received $4.8 million of tariff refunds that improved gross margin by 100 and 50 basis points, respectively. The Company’s gross margins for the three and six months ended June 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 20.8% and 20.6% for the three months ended June 30, 2026 and 2025, respectively. Selling and administrative expense as a percent of revenue was 20.3% for both the six months ended June 30, 2026 and 2025. For the three and six months ended June 30, 2025, selling and administrative expenses were increased by Portfolio Optimization Plan costs totaling $1.6 and $2.6 million, respectively, which increased selling and administrative expenses as a percent of revenue by approximately 40 basis points for each period. See Portfolio Optimization Plan below for further information. After the effects of the Portfolio Optimization Costs in 2025, the increase in selling and administrative expense as a percent of revenue for the three and six months ended June 30, 2026 was primarily due to higher performance-based executive compensation costs incurred in 2026.

15
Operating Income
Operating income was $76.7 million and $57.7 million for the three months ended June 30, 2026 and 2025, respectively. Operating margins were 16.6% and 13.9% for the three months ended June 30, 2026 and 2025, respectively. Operating income was $143.4 million and $111.2 million for the six months ended June 30, 2026 and 2025, respectively. Operating margins were 16.0% and 13.8% for the six months ended June 30, 2026 and 2025, respectively. The tariff refunds increased operating margins by approximately 100 and 50 basis points for the three and six months ended June 30, 2026, respectively. Portfolio Optimization Plan costs decreased operating margins by approximately 80 basis points for both the three and six months ended June 30, 2025. The Company’s operating margins for the three and six months ended June 30, 2026 were further impacted 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 $8.2 million and $7.4 million for the three months ended June 30, 2026 and 2025, respectively, and $16.1 million and $14.7 million for the six months ended June 30, 2026 and 2025, respectively. The increase in expense for both the three and six months ended June 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 June 30, 2026 and 2025 were 25.1% and 25.3%, respectively. For the six months ended June 30, 2026 and 2025, the effective income tax rates were 25.0% and 25.3%, respectively. The effective tax rates for the three and six months ended June 30, 2026 and 2025 were both impacted by the mix of foreign earnings and changes in estimates associated with the finalization of prior year foreign tax items.

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 was 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 six months ended June 30, 2025, the Company incurred costs of $3.3 million and $6.2 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 six months ended June 30, 2026.

16
NON-GAAP FINANCIAL MEASURES

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

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

   
Three Months Ended June 30,
    
Six Months Ended June 30,
  
(In thousands, except per share amounts)
  
2026
    
2025
    
% Change
    
2026
    
2025
    
% Change
  
Operating Income (GAAP)
  
$
76,700
    
$
57,706
      
32.9
%
  
$
143,428
    
$
111,236
      
28.9
%
Portfolio Optimization Plan costs – Cost of products sold
    
-
      
1,789
              
-
      
3,603
          
Portfolio Optimization Plan costs – Selling and administrative expenses
    
-
      
1,550
              
-
      
2,600
          
Adjusted operating income
  
$
76,700
    
$
61,045
      
25.6
%
  
$
143,428
    
$
117,439
      
22.1
%
                                                 
Net Earnings (GAAP)
  
$
51,359
    
$
37,587
      
36.6
%
  
$
95,529
    
$
72,049
      
32.6
%
Portfolio Optimization Plan costs, before tax
    
-
      
3,339
              
-
      
6,203
          
Tax impact of Portfolio Optimization Plan costs(1)
    
-
      
(815
)
            
-
      
(1,517
)
        
Adjusted net earnings
  
$
51,359
    
$
40,111
      
28.0
%
  
$
95,529
    
$
76,735
      
24.5
%
                                                 
Diluted earnings per share (GAAP)
  
$
1.20
    
$
0.88
      
36.4
%
  
$
2.24
    
$
1.69
      
32.5
%
Portfolio Optimization Plan costs, net of tax
    
-
      
0.06
              
-
      
0.11
          
Adjusted diluted earnings per share
  
$
1.20
    
$
0.94
      
27.7
%
  
$
2.24
    
$
1.80
      
24.4
%
                                                 
Operating Income (GAAP)
  
$
76,700
    
$
57,706
      
32.9
%
  
$
143,428
      
111,236
      
28.9
%
Depreciation and amortization
    
15,890
      
15,260
              
31,428
      
30,334
          
Share-based compensation expense
    
5,604
      
3,739
              
9,380
      
6,639
          
Portfolio Optimization Plan costs, before tax
    
-
      
3,339
              
-
      
6,203
          
Adjusted EBITDA
  
$
98,194
    
$
80,044
      
22.7
%
  
$
184,236
    
$
154,412
      
19.3
%

(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.

17
The following table summarizes the percentage change for the results of the three and six months ended June 30, 2026, compared to the results for the three and six months ended June 30, 2025, in the respective financial measures.

   
Three Months Ended June 30, 2026
    
Six Months Ended June 30, 2026
  
Revenue
  
Total
    
Foreign
Exchange
Rates
    
Adjustments(1)
    
Adjusted
Local
Currency
    
Total
    
Foreign
Exchange
Rates
    
Adjustments(1)
    
Adjusted
Local
Currency
  
Flavors & Extracts
    
4.9
%
    
1.1
%
    
N/A
      
3.8
%
    
4.6
%
    
1.8
%
    
N/A
      
2.8
%
Color
    
20.6
%
    
3.0
%
    
N/A
      
17.6
%
    
19.4
%
    
4.3
%
    
N/A
      
15.1
%
Asia Pacific
    
11.3
%
    
(1.0
%)
    
N/A
      
12.3
%
    
9.7
%
    
1.2
%
    
N/A
      
8.5
%
Total Revenue
    
11.6
%
    
1.7
%
    
N/A
      
9.9
%
    
11.3
%
    
2.7
%
    
N/A
      
8.6
%
                                                                 
Operating Income
                                                                
Flavors & Extracts
    
6.8
%
    
0.7
%
    
0.0
%
    
6.1
%
    
6.9
%
    
1.3
%
    
0.0
%
    
5.6
%
Color
    
40.1
%
    
3.3
%
    
0.0
%
    
36.8
%
    
30.9
%
    
5.3
%
    
0.0
%
    
25.6
%
Asia Pacific
    
22.6
%
    
(1.2
%)
    
0.0
%
    
23.8
%
    
20.4
%
    
1.4
%
    
0.0
%
    
19.0
%
Corporate & Other
    
2.9
%
    
0.0
%
    
(22.4
%)
    
25.3
%
    
(5.7
%)
    
0.0
%
    
(20.8
%)
    
15.1
%
Total Operating Income
    
32.9
%
    
2.3
%
    
7.2
%
    
23.4
%
    
28.9
%
    
4.3
%
    
6.6
%
    
18.0
%
Diluted Earnings per Share
    
36.4
%
    
3.4
%
    
7.5
%
    
25.5
%
    
32.5
%
    
4.7
%
    
7.8
%
    
20.0
%
Adjusted EBITDA
    
22.7
%
    
1.9
%
    
N/A
      
20.8
%
    
19.3
%
    
3.5
%
    
N/A
      
15.8
%

 
(1)
Adjustments consist of Portfolio Optimization Plan costs.

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

SEGMENT INFORMATION

The Company determines its operating segments based on information utilized by its chief operating decision maker to allocate resources and assess performance. Segment performance is evaluated on operating income before share-based compensation (except for share-based compensation expense associated with stock grants to certain business unit leaders), restructuring and other costs, including the Portfolio Optimization Plan costs, 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 $213.2 million and $203.3 million for the three months ended June 30, 2026 and 2025, respectively, an increase of approximately 5%. 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 and selling prices. 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%.

Flavors & Extracts segment revenue was $415.0 million and $396.9 million for the six months ended June 30, 2026 and 2025, respectively, an increase of approximately 5%. 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 2%. The higher revenue in Agricultural Ingredients was due to higher volumes and selling prices.

Flavors & Extracts segment operating income was $30.4 million and $28.5 million for the three months ended June 30, 2026 and 2025, respectively, an increase of approximately 7%. The higher segment operating income was primarily a result of higher operating income in Agricultural Ingredients, primarily due to higher selling prices and favorable product mix, partially offset by higher raw material costs. Segment operating income as a percent of revenue was 14.3% in the current quarter compared to 14.0% in the prior year’s comparable quarter. Foreign exchange rates increased segment operating income by approximately 1% for the three months ended June 30, 2026.

Flavors & Extracts segment operating income was $57.2 million and $53.5 million for the six months ended June 30, 2026 and 2025, respectively, an increase of approximately 7%. 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 primarily due to higher selling prices. Segment operating income as a percent of revenue was 13.8% in the current six month period compared to 13.5% in the prior year’s comparable six month period. Foreign exchange rates increased segment operating income by approximately 1% for the six months ended June 30, 2026.

18
Color
Segment revenue for the Color segment was $216.1 million and $179.3 million for the three months ended June 30, 2026 and 2025, respectively, an increase of approximately 21%. 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 higher volumes, the favorable impact of foreign exchange rates, and higher selling prices. Foreign exchange rates increased segment revenue by approximately 3% for the three months ended June 30, 2026.

Segment revenue for the Color segment was $414.3 million and $347.0 million for the six months ended June 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 volumes, and higher selling prices. Foreign exchange rates increased segment revenue by approximately 4% for the six months ended June 30, 2026.

Segment operating income for the Color segment was $54.5 million and $38.9 million for the three months ended June 30, 2026 and 2025, respectively, an increase of approximately 40%. 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, the favorable impact of tariff refunds received, higher selling prices, and a favorable product mix, partially offset by higher raw material costs. The higher operating income in Personal Care was primarily due to higher volumes and selling prices and the favorable impact of tariff refunds received, partially offset by higher manufacturing and other costs. Foreign exchange rates increased segment operating income by approximately 3% for the three months ended June 30, 2026. Segment operating income as a percent of revenue was 25.2% in the current quarter and 21.7% in the prior year’s comparable quarter.

Segment operating income for the Color segment was $96.6 million and $73.8 million for the six months ended June 30, 2026 and 2025, respectively, an increase of approximately 31%. 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, the favorable impact of foreign exchange rates, and a favorable product mix, 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 5% for the six months ended June 30, 2026. Segment operating income as a percent of revenue was 23.3% in the current six month period and 21.3% in the prior year’s comparable period.

Asia Pacific
Segment revenue for the Asia Pacific segment was $47.6 million and $42.7 million for the three months ended June 30, 2026 and 2025, respectively, an increase of approximately 11%. 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 1%.

Segment revenue for the Asia Pacific segment was $92.8 million and $84.6 million for the six months ended June 30, 2026 and 2025, respectively, an increase of approximately 10%. The increase was a result of higher volumes and selling prices and the favorable impact of foreign exchange rates that increased segment revenue by approximately 1%.

Segment operating income for the Asia Pacific segment was $11.0 million and $8.9 million for the three months ended June 30, 2026 and 2025, respectively, an increase of approximately 23%. 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 1%. Segment operating income as a percent of revenue was 23.0% in the current quarter and 20.9% in the prior year’s comparable quarter.

Segment operating income for the Asia Pacific segment was $22.1 million and $18.4 million for the six months ended June 30, 2026 and 2025, respectively, an increase of approximately 20%. The increase was primarily due to higher volumes and selling prices and the favorable impact of foreign exchange rates that increased segment operating income by approximately 1%, partially offset by higher manufacturing and other costs. Segment operating income as a percent of revenue was 23.8% in the current six month period and 21.7% in the prior year’s comparable period.

19
Corporate & Other
The Corporate & Other operating expense was $19.2 million and $18.7 million for the three months ended June 30, 2026 and 2025, respectively. The higher operating expense was primarily due to higher performance-based executive compensation costs incurred in 2026, partially offset by Portfolio Optimization Plan costs totaling $3.3 million in the three months ended June 30, 2025. See the Portfolio Optimization Plan section above for further information.

The Corporate & Other operating expense was $32.5 million and $34.4 million for the six months ended June 30, 2026 and 2025, respectively. The lower operating expense was primarily due to Portfolio Optimization Plan costs totaling $6.2 million in the six months ended June 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 June 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 June 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 June 30, 2026, we have received approximately $5 million of IEEPA tariff refunds, which included applicable interest. We do not anticipate receiving any further 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 six months ended June 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 $34.8 million and $39.3 million for the six months ended June 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 $65.8 million and $41.5 million during the six months ended June 30, 2026 and 2025, respectively. Capital expenditures were $67.5 million and $38.0 million during the six months ended June 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.

20
Cash Flows from Financing Activities
Net cash provided by financing activities was $23.5 million and $26.0 million for the six months ended June 30, 2026 and 2025, respectively. Net debt increased by $62.8 million and $63.3 million for the six months ended June 30, 2026 and 2025, respectively. The cash proceeds from the increase in net debt in the current period were primarily used to support natural color conversion capital expenditure investments during the six months ended June 30, 2026. For purposes of the cash flow statement, net changes in debt exclude the impact of foreign exchange rates. Dividends of $34.9 million and $34.7 million were paid during the six months ended June 30, 2026 and 2025, respectively. Total dividends of $0.82 per share were paid for both the six months ended June 30, 2026 and 2025.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company’s critical accounting policies during the quarter ended June 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.

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk during the quarter ended June 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.

ITEM 4.
CONTROLS AND PROCEDURES

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

Changes in Internal Control over Financial Reporting: During the quarter ended June 30, 2026, the Company upgraded an enterprise resource planning software application used in a business unit within the Flavors & Extracts segment and within the Corporate 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 June 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

ITEM 1.
LEGAL PROCEEDINGS

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

ITEM 1A.
RISK FACTORS

There were no material changes to the risk factors previously disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 19, 2017, the Board of Directors authorized the repurchase of up to three million shares (2017 Authorization). As of June 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 June 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 six months ended June 30, 2026.

21
ITEM 5.
OTHER INFORMATION

During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6.
EXHIBITS

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

22
SENSIENT TECHNOLOGIES CORPORATION
EXHIBIT INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2026

Exhibit
Description
  
Incorporated by Reference From
Filed Herewith
         
Credit Agreement, dated as of June 18, 2026, among Sensient Technologies Corporation, certain subsidiaries thereof from time to time party thereto as borrowers, CoBank, ACB, as administrative agent, and the lenders party thereto from time to time
  
Exhibit 10.1 to Current Report on Form 8-K filed June 23, 2026 (Commission File No. 1-7626)
 
  
         
Amendment No. 2 to the Receivables Sale Agreement, dated as of July 31, 2026
    
X
         
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
         
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

23
SIGNATURES

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

   
SENSIENT TECHNOLOGIES CORPORATION
         
Date:
August 4, 2026
By:
/s/ John J. Manning
  
     
John J. Manning, Senior Vice President, General Counsel & Secretary
  

Date:
August 4, 2026
By:
/s/ Tobin Tornehl
  
     
Tobin Tornehl, Vice President & Chief Financial Officer
  


24
Exhibit 10.2

WAIVER AND AMENDMENT NO. 2
TO
RECEIVABLES SALE AGREEMENT AND PERFORMANCE UNDERTAKING

THIS WAIVER AND AMENDMENT NO. 2 TO RECEIVABLES SALE AGREEMENT AND PERFORMANCE UNDERTAKING (this “Amendment”) is entered into as of July 31, 2026 (the “Effective Date”), by and among Sensient Agricultural Ingredients LLC (formerly known as Sensient Natural Ingredients LLC), a Delaware limited liability company, Sensient Colors LLC, a Delaware limited liability company, and Sensient Flavors LLC, a Delaware limited liability company (each of the foregoing, an “Originator” and collectively, the “Originators”), Sensient Technologies Corporation, a Wisconsin corporation (the “Performance Guarantor”), and Sensient Receivables LLC, a Delaware limited liability company (the “Buyer” and, together with the Originators and the Performance Guarantor, the “Sensient Parties”), and is consented to by Wells Fargo Bank, National Association (together with its successors and assigns, the “Purchaser”).

RECITALS

WHEREAS, the Originators and the Buyer are parties to that certain Receivables Sale Agreement, dated as of October 3, 2016, as amended by Amendment No. 1 thereto dated as of October 2, 2017 (the “Existing Sale Agreement” and, as amended hereby and from time to time hereafter amended, restated or otherwise modified, the “Sale Agreement”);

WHEREAS, the Performance Guarantor has guaranteed the Originators’ indemnification obligations under Section 6.1 of the Existing Sale Agreement pursuant to a Performance Undertaking dated as of October 3, 2016, as amended by Amendment No. 1 to Receivables Purchase Agreement and Performance Undertaking dated as of October 2, 2017 (the “Existing Performance Undertaking” and, as amended hereby and from time to time hereafter amended, restated or otherwise modified, the “Performance Undertaking”);

WHEREAS, the Buyer has financed a portion of the Purchase Price for the Receivables it is purchasing under the Sale Agreement by selling or otherwise transferring undivided interests in the Receivables and the associated Related Security;

WHEREAS, the parties wish to amend the Existing Sale Agreement and the Existing Performance Undertaking as hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Definitions. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Sale Agreement.

2.           Amendments.

1
2.1.        The Existing Sale Agreement is hereby amended as follows:

(a)       All references in the Existing Sale Agreement to “Sensient Natural Ingredients LLC” and “SNI” are hereby replaced with “Sensient Agricultural Ingredients LLC” and “SAI”, respectively; and

(b)        Exhibit II to the Existing Sale Agreement is hereby amended and restated in its entirety to read as set forth on Annex A hereto.

2.2.        The first recital in the Existing Performance Undertaking is hereby amended and restated in its entirety to read as follows:

Whereas, Sensient Agricultural Ingredients LLC, a Delaware limited liability company, Sensient Colors LLC, a Delaware limited liability company, and Sensient Flavors LLC, a Delaware limited liability company (each, an “Originator”), are wholly-owned Subsidiaries of the Performance Guarantor;

3.         Waiver. Each of the Buyer and the Purchaser hereby waives (i) any Termination Event that arose under the Existing Sale Agreement as a result of the Originators’ failure to comply with Section 4.2(a) of the Sale Agreement when Sensient Natural Ingredients LLC changed its name to Sensient Agricultural Ingredients LLC on October 31, 2025, and (ii) any Amortization Event under the Purchase Agreement that would have otherwise resulted from such Termination Event.

4.        Effect of Amendment. Except as specifically modified hereby, the Existing Sale Agreement, the Existing Performance Undertaking and the Purchase Agreement shall remain unaltered and in full force and effect. Each of the Originators hereby ratifies and confirms its grant of a security interest in its Originator Collateral in favor of the Buyer which has been assigned to the Purchaser pursuant to the Purchase Agreement. This Amendment shall not constitute a novation of the Existing Sale Agreement or the Existing Performance Undertaking but shall constitute an amendment to each of them and a waiver under the Existing Sale Agreement [and the Purchase Agreement] to the limited extent set forth in Section 3 above.

5.          Conditions Precedent. Effectiveness of this Amendment is subject to the prior or contemporaneous satisfaction of each of the following conditions precedent:

(a)       Wells shall have received: (i) counterparts hereof, duly executed by each of the parties hereto and consented to by the Purchaser, (ii) a copy of SAI’s Certificate of Formation as amended to date, certified by the Delaware Secretary of State on or within one month prior to the date hereof, and (iii) a good standing certificate for SAI issued by the Delaware Secretary of State on or within one month prior to the date hereof.

(b)         Each of the representations and warranties of any of the Sensient Parties contained in Section 6 of this Amendment shall be true and correct.

2
6.         Representations and Warranties. Each of the Sensient Parties hereby represents and warrants, as of the date hereof, to the other parties hereto that (a) this Amendment has been duly authorized, executed and delivered by it and constitutes its legally valid and binding obligation, enforceable against it in accordance with its 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, and (b) upon giving effect hereto, each of the representations and warranties made by it in the Sale Agreement or the Performance Undertaking, as applicable, were true and correct when made and are true and correct, in all material respects, on and as of the date of this Amendment (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall remain true and correct, in all material respects, as of such earlier date) with the same full force and effect as if each of such representations and warranties had been made by it on the date hereof and in this Amendment. The representations and warranties set forth above shall survive the execution of this Amendment.

7.          CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO) EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE BUYER’S OR THE PURCHASER’S SECURITY INTEREST IN THE ORIGINATOR COLLATERAL OR REMEDIES UNDER THE TRANSACTION DOCUMENTS IN RESPECT THEREOF ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

8.     CONSENT TO JURISDICTION. EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE SALE AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THE SALE AGREEMENT, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE PURCHASER TO BRING PROCEEDINGS AGAINST ANY ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SENSIENT PARTY AGAINST THE PURCHASER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT OR ANY DOCUMENT EXECUTED BY SUCH SENSIENT PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.

9.       WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT, THE SALE AGREEMENT, THE PERFORMANCE UNDERTAKING, THE PURCHASE AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

10.         Binding Effect. Upon execution and delivery of a counterpart hereof by each of the parties hereto, and the satisfaction of the conditions precedent set forth in Section 5 hereof, this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy).

11.        Counterparts; Severability; Section References. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment. Delivery of a scanned image of an executed counterpart of a signature page to this Amendment by electronic mail shall be effective as delivery of a manually executed counterpart of a signature page to this Amendment. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

<Signature pages follow>

3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers or attorneys-in-fact as of the date hereof.

 
SENSIENT AGRICULTURAL INGREDIENTS LLC,
 
as an Originator
     
 
By:
/s/ John J. Manning
 
Name:
John Manning
 
Title:
General Counsel
     
 
SENSIENT COLORS LLC,
 
as an Originator
     
 
By:
/s/ John J. Manning
 
Name:
John Manning
 
Title:
General Counsel
     
 
SENSIENT FLAVORS LLC,
 
as an Originator
     
 
By:
/s/ John J. Manning
 
Name:
John Manning
 
Title:
General Counsel

4
 
SENSIENT TECHNOLOGIES CORPORATION,
 
as the Performance Guarantor
     
 
By:
/s/ John J. Manning
 
Name:
John Manning
 
Title:
General Counsel
     
 
SENSIENT RECEIVABLES LLC, as the Buyer
     
 
By:
/s/ John J. Manning
 
Name:
John Manning
 
Title:
General Counsel

5
The undersigned hereby consents to the foregoing Amendment:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:
/s/ Ryan Tozier
Name:
Ryan Tozier
  
Title:
Managing Director
  

6
Annex A

Exhibit II

Jurisdiction of Organization; Principal Place of Business; Chief Executive Office; Other Location(s) of Records; Federal Employer Identification Number; Other Names


Company
FEIN
Jurisdiction
of
Organization
Principal Place
of Business
Chief
Executive
Office and
Locations of
Records
Other/Prior
Legal and Trade
Names
(During the 5
years prior to
the Closing
Date)
Sensient Agricultural Ingredients LLC
39-1743378
Delaware
151 S. Walnut Road
Turlock, CA 95380
151 South Walnut Road
Turlock, CA 95380
151 S. Walnut Road
Turlock, CA 95380
Sensient Dehydrated Flavors LLC until April 11, 2013 and
Sensient Natural Ingredients LLC until October 31, 2025
           
Sensient Colors LLC
13-5185700
Delaware
2515 N. Jefferson Ave.
St. Louis, MO, 63106-1903
2515 N. Jefferson Ave.
St. Louis, MO, 63106-1903
n/a
Sensient Flavors LLC
39-0561070
Delaware
2800 W Higgins Road, Suite 900
Hoffman Estates, IL 60169
2800 W Higgins Road, Suite 900
Hoffman Estates, IL 60169
n/a


7
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:
August 4, 2026

 /s/ Paul Manning
  
Paul Manning, Chairman, President &
Chief Executive Officer

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:
August 4, 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 June 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:
August 4, 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.

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 June 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:
August 4, 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.