SENSIENT TECHNOLOGIES CORP

CONSOLIDATEDSTATEMENTS OF EARNINGS

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CONSOLIDATED STATEMENTS OFSHAREHOLDERS’ EQUITY

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2025, 2024, and 2023

1. Summary of Significant Accounting Policies

Nature of Operations

Sensient Technologies Corporation, together with its subsidiaries (the Company or Sensient), is a leading global manufacturer and marketer of colors, flavors, and other specialty ingredients. The Company uses advanced technologies at facilities around the world to develop specialty food and beverage systems; personal care, essential oils, pharmaceutical, and nutraceutical systems; specialty colors; and other specialty and fine chemicals. The Company’sthree reportable segments are the Flavors & Extracts Group and the Color Group, which are managed on a product line basis, and the Asia Pacific Group, which is managed on a geographic basis. 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 the Portfolio Optimization Plan costs, and other costs are included in the “Corporate & Other” category.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements requires the use of management’s estimates and assumptions that affect reported amounts of assets, liabilities, revenue, and expenses during the reporting period and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue at the transfer of control of its products to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve this core principle, the Company applies the following five-step approach:

The Company considers customer purchase orders, which in some cases are governed by master sales or supply agreements, coupled with the Company’s purchase order acceptances, to be the contracts with the customer. For each contract, the Company considers the identified performance obligation to be the promise to transfer products. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment and then determines the net consideration to which the Company expects to be entitled. In addition, the Company assesses the customer’s ability to pay as part of its evaluation of the contract. As the Company’s standard payment terms are less than one year, the Company elected the practical expedient under Accounting Standards Codification (ASC) 606-10-32-18, and determined that its contracts do not have a significant financing component. The Company allocates the transaction price to each distinct product based on the relative standalone selling price. Revenue is recognized when control of the product is transferred to the customer, the customer is obligated to pay the Company, and the Company has no remaining obligations, which is typically at shipment. In certain locations, primarily outside the United States, product delivery terms may vary. Thus, in such locations, the point at which control of the product transfers to the customer and revenue recognition occurs will vary accordingly.

Customer returns of non-conforming products are estimated at the time revenue is recognized. In certain customer relationships, volume rebates exist, which are recognized according to the terms and conditions of the contractual relationship. Customer returns, rebates, and discounts are not material to the Company’s consolidated financial statements. The Company has elected to recognize the revenue and cost for freight and shipping when control over the products has been transferred to the customer. The Company has elected to immediately expense contract costs related to obtaining a contract as the amortization period of the asset the Company otherwise would have recognized would have been less than a year.

In addition to evaluating the Company’s performance based on the segments above, revenue is also disaggregated and analyzed by product line and geographic market (See Note 12 Segment and Geographic Information, for further information).

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Cost of Products Sold

Cost of products sold includes materials, labor, and overhead expenses incurred in the manufacture of our products. Cost of products sold also includes charges for obsolete and slow-moving inventories as well as costs for quality control, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, other costs of our internal distribution network, and costs incurred for shipping and handling. The Company records fees billed to customers for shipping and handling as revenue.

Selling and Administrative Expenses

Selling and administrative expenses primarily include the salaries and related costs for executive, finance, accounting, human resources, information technology, research and development, and legal personnel as well as salaries and related costs of salespersons and commissions paid to external sales agents.

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition as cash equivalents.

Accounts Receivable

Receivables are recorded at their face amount, less an allowance for losses on doubtful accounts. The allowance for doubtful accounts is based on customer-specific analysis and general matters such as current assessments of past due balances and economic conditions. Specific accounts are written off against the allowance for doubtful accounts when it is deemed that the receivable is no longer collectible.

Inventories

Inventories are stated at the lower of cost or net realizable value. Net realizable value is determined on the basis of estimated realizable values. Cost is determined using the first-in, first-out (FIFO) method. Inventories include finished and in-process products totaling $491.4 million and $426.8 million at December 31, 2025 and 2024, respectively, and raw materials and supplies of $186.8 million and $173.5 million at December 31, 2025 and 2024, respectively.

The Company recorded non-cash charges of $4.3 million and $0.7 millionin Cost of Products Sold related to the Portfolio Optimization Plan in 2025 and 2024, respectively. The non-cash charges in 2025 reduced the carrying value of certain inventories, as they were determined to be excess, and the charges in 2024 were primarily related to trial production runs that did not meet quality specifications and thus were disposed of. See Note 14, Portfolio Optimization Plan, for additional information.

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost reduced by accumulated depreciation. Depreciation is provided over the estimated useful life of the related asset using the straight-line method for financial reporting. The estimated useful lives for buildings and leasehold improvements range from 5 to 40 years. Machinery and equipment have estimated useful lives ranging from 3 to 20 years. Interest costs on significant projects constructed or developed for the Company’s own use are capitalized as part of the asset.

Goodwill and Other Intangible Assets

The carrying value of goodwill is evaluated for impairment on an annual basis or more frequently when an indicator of impairment occurs. The impairment assessment includes comparing the carrying amount of net assets, including goodwill, of each reporting unit to its respective fair value as of the date of the assessment. Fair value was estimated based upon an evaluation of the reporting unit’s estimated future discounted cash flows as well as the public trading and private transaction valuation multiples for comparable companies. The Company performed such a quantitative analysis in 2025, which indicated a substantial premium compared to the carrying value of net assets, including goodwill, at the reporting unit level. In 2024 and 2023, the Company completed a qualitative assessment noting no indicators of impairment. The Company didnot record impairment charges for any of its reporting units in 2025, 2024, or 2023.

The cost of intangible assets with determinable useful lives is amortized on a straight-line basis to reflect the pattern of economic benefits consumed, ranging from 5 to 25 years. These assets include technological know-how, customer relationships, patents, trademarks, trade secrets, and non-compete agreements, among others.

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company performs undiscounted cash flow analyses to determine if potential impairment exists. If impairment is determined to exist, any related impairment loss is calculated based on the difference between fair value and carrying value. Impairment losses were recorded as a result of the Company’s Portfolio Optimization Plan in 2023. See Note 14, Portfolio Optimization Plan, for additional information.

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Leases

The Company enters into lease agreements for certain office space, warehouses, land, and equipment in the ordinary course of business. The Company determines if an arrangement is a lease at inception and evaluates the lease classification (i.e., operating lease or financing lease) at that time. Lease arrangements with an initial term of 12 months or less are considered short-term leases and are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease.

Operating leases are included in Other Assets, Other Accrued Expenses, and Other Liabilities on the Company’s Consolidated Balance Sheet. Operating lease right-of-use assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

The Company uses its incremental borrowing rate on the commencement date for determining the present value of lease payments. The Company considers the likelihood of exercising options to extend or terminate the lease when determining the lease term.

The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient of accounting for the lease and non-lease components of each lease as a single lease component.

Derivative Financial Instruments

The Company selectively uses derivative financial instruments to reduce market risk associated with changes in foreign currency and interest rate exposures, which exist as part of ongoing business operations. All derivative transactions are authorized and executed pursuant to the Company’s risk management policies and procedures, which strictly prohibit the use of financial instruments for speculative trading purposes.

The primary objectives of the foreign exchange risk management activities are to understand and mitigate the impact of potential foreign exchange fluctuations on the Company’s financial results and its economic well-being. Changes in the fair value of derivatives that are designated as fair value hedges, along with the gain or loss on the hedged item, are recorded in current period earnings. These risk management transactions may involve the use of foreign currency derivatives to protect against exposure resulting from recorded accounts receivable and payable. The Company may utilize forward exchange contracts, generally with maturities of less than 18 months, which qualify as cash flow hedges. Generally, these foreign exchange contracts are intended to offset the effect of exchange rate fluctuations on non-functional currency denominated sales and purchases. For derivative instruments that are designated as cash flow hedges, gains and losses are deferred in Accumulated Other Comprehensive Loss (OCL) until the underlying transaction is recognized in earnings.

For hedges designated as cash flow hedges, the Company elects critical terms that match at the onset of the hedge transaction. Hedge accounting is permitted only if the hedge meets the critical terms match requirements. The Company reviews the critical terms at each effectiveness testing date to ensure the respective terms match; therefore, achieving a highly effective hedge.

Interest Rate Hedging

The Company is exposed to interest rate risk through its corporate borrowing activities. The objective of the Company’s interest rate risk management activities is to manage the levels of the Company’s fixed and floating interest rate exposure to be consistent with the Company’s preferred mix. The interest rate risk management program may include entering into interest rate swaps, which qualify as fair value hedges, when there is a desire to modify the Company’s exposure to interest rates. Gains or losses on fair value hedges are recognized in earnings, net of gains and losses on the fair value of the hedged instruments.

Net Investments Hedging

The Company is exposed to risk related to its net investments in foreign subsidiaries. As part of its risk management activities, the Company may enter into foreign-denominated debt to be used as a non-derivative instrument to hedge the Company’s net investment in foreign subsidiaries. The change in the fair value of debt designated as a net investment hedge is recorded in foreign currency translation in OCL.

Commodity Purchases

The Company purchases certain commodities in the normal course of business that result in physical delivery of the goods and, hence, are excluded from ASC 815, Derivatives and Hedging.

Translation of Foreign Currencies

For all significant foreign operations, the functional currency is the local currency. Assets and liabilities of foreign operations are translated into U.S. dollars at current exchange rates. Revenue and expense accounts are translated into U.S. dollars at average exchange rates prevailing during the year. Adjustments resulting from the translation of foreign accounts into U.S. dollars are recorded in foreign currency translation in OCL. Transaction gains and losses that occur as a result of transactions denominated in non-functional currencies are included in earnings and were not significant during the years ended December 31, 2025, 2024, and 2023.

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Share-Based Compensation

Share-based compensation expense is recognized over the vesting period of each award based on the fair value of the instrument at the time of grant as summarized in Note 8, Share-Based Compensation.

The Company recognizes a current tax liability or asset for the estimated taxes payable or refundable on tax returns for the current year and a deferred tax liability or asset for the estimated future tax effects attributable to temporary differences and carryforwards. The measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law. Deferred tax assets are reduced, if necessary, by the amount of any tax benefits for which the utilization of the asset is not considered likely.

Earnings Per Share

The difference between basic and diluted earnings per share (EPS) is the dilutive effect of non-vested stock. Diluted EPS assumes that non-vested stock has vested.

The following table sets forth the computation of basic and diluted EPS for the years ended December 31:

The Company has a share-based compensation plan under which employees may be granted share-based awards, in which non-forfeitable dividends are paid on non-vested shares for certain awards. As such, these shares are considered participating securities under the two-class method of calculating EPS as described in ASC 260, Earnings per Share. The two-class method of calculating EPS did not have a material impact on the Company’s EPS calculations as of December 31, 2025, 2024, and 2023.

All EPS amounts are presented on a diluted basis unless otherwise noted.

Accumulated Other Comprehensive Income (Loss)

OCL is composed primarily of foreign currency translation, pension liability, and unrealized gains or losses on cash flow hedges. See Note 10, Accumulated Other Comprehensive Loss, for additional information.

Research and Development

Research and development costs are recorded in Selling and Administrative Expensesin the year they are incurred. Research and development costs were $52.9 million, $49.1 million, and $48.1 million, during the years ended December 31, 2025, 2024, and 2023, respectively.

Advertising

Advertising costs are recorded in Selling and Administrative Expenses as they are incurred. Advertising costs were $3.2 million, $2.6 million, and $2.5 million, during the years ended December 31, 2025, 2024, and 2023, respectively.

Environmental Liabilities

The Company records liabilities related to environmental remediation obligations when estimated future expenditures are probable and reasonably estimable. Such accruals are adjusted as further information becomes available or as circumstances change. Estimated future expenditures are discounted to their present value when the timing and amount of future cash flows are fixed and readily determinable. Recoveries of remediation costs from other parties, if any, are recognized as assets when their receipt is realizable.

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Subsequent Events

The Company performed an evaluation of subsequent events through the date these financial statements were issued. See Note 16, Subsequent Event, for additional information.

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 the disclosures included in Note 11, Income Taxes, 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.

Other recently issued accounting pronouncements are not expected to have a material impact on the Company’s consolidated financial statements.

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. 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 hasone portfolio segment, there are not different risks between portfolios. Specific accounts are written off against the allowance for doubtful accounts when the receivable is deemed no longer collectible.

The following table summarizes the changes in the allowance for doubtful accounts for the years ended December 31, 2025 and 2024:

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4. Goodwill and Intangible Assets

At December 31, 2025 and 2024, goodwill is the only intangible asset that is not subject to amortization. The following table summarizes intangible assets with determinable useful lives by major category as of December 31, 2025 and 2024:

Amortization of intangible assets was $2.1 million in 2025, $1.7 million in 2024, and $2.3 million in 2023. Estimated amortization expense, for the five years subsequent to December 31, 2025, is $1.6 million in 2026; $1.2 million in 2027; $1.0 million in 2028; $0.9 million in 2029; and $0.9 million in 2030.

The changes in goodwill for the years ended December 31, 2025 and 2024, by reportable business segment, were as follows:

5. Leases

The Company leases certain office space, warehouses, land, and equipment under operating lease arrangements. Some of the Company’s leases include options to extend the leases for up to an additional five years. Some of the Company’s lease agreements also include rental payments that are adjusted periodically for inflation (i.e., Consumer Price Index).

The Company recorded operating lease expense, which includes short-term lease expense and variable lease costs, of $14.0 million,$13.4 million, and $11.9 million during the years ended December 31, 2025, 2024, and 2023, respectively.

For the years ended December 31, 2025, 2024, and 2023, the Company paid $13.3 million, $11.5 million, and $10.3 million, respectively, in cash for operating leases, not including short-term lease expense or variable lease costs. The Company entered into operating leases that resulted in $12.0 million, for the year ended December 31, 2025, and $9.0 million, for each of the years ended December 31, 2024 and 2023, of right-of-use assets in exchange for operating lease obligations.

The Company included $39.9 million and $36.4 million of right-of-use assets in Other Assets on the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively. The Company included $29.2 million and $28.7 million of operating lease liabilities in Other Liabilities on the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively. The Company included $10.6 million and $7.7 million of operating lease liabilities in Other Accrued Expenses on the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively.

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The Company’s weighted average remaining operating lease term was 5.6 yearsand 6.9 years as of December 31, 2025 and 2024, respectively. The Company’s weighted average discount rate for operating leases was 4.57% and 4.20% as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, maturities of operating lease liabilities for future annual periods are as follows:

6. Debt

Long-term Debt

Long-term debt consisted of the following obligations at December 31:

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

In June 2025, the Company also amended its term loan agreement (Term Loan) with PNC Bank, N.A (PNC Bank) to extend the maturity date from November 2025 to June 2027. The term loan acts as a partial hedge of the Company’s net asset position in Euros. See Note 7, Derivative Instruments and Hedging Activity, for additional information. Borrowings on the Term Loan bear interest at a variable rate, based upon the Eurocurrency Rate and including a margin percentage of 1.125%. The average interest rate on the Term Loan was 3.30% for the year ended December 31, 2025.

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In June 2025, the Company also amended its accounts receivable securitization program with Wells Fargo Bank N.A. (Wells Fargo) to, among other things, (i) increase the facility limit from $85 million to $105 million and (ii) extend the termination date from August 2025 to August 2026. Under the amended program, Wells Fargo has extended a secured loan (Secured Loan) of up to $105 million to the Company secured by Wells Fargo’s undivided interests in certain of the Company’s trade accounts receivables. The interest rate on the Secured Loan is the Daily One Month Term SOFR as administered by CME Group Benchmark Administration Limited plus an Applicable Margin of 77.5 basis points. The Company has the intent and ability either to refinance the Secured Loan with available funds from the Company’s existing long-term revolving credit facility or to extend its accounts receivable program with Wells Fargo when it matures. Accordingly, the Secured Loan has been classified as long-term debt on the Company’s Consolidated Balance Sheet and is included with the Revolving Credit Facilities above. As of December 31, 2025, the amount was fully drawn.

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

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

The borrowings under the revolving credit facility, excluding borrowings on the accounts receivable securitization program, had an average interest rate of 4.44% and 5.46% for the years ended December 31, 2025 and 2024, respectively.

The aggregate amounts of contractual maturities on long-term debt subsequent to December 31, 2025, are as follows:

The Company had $261.2 million available under the revolving credit facility and $6.0 million available under other lines of credit from several banks at December 31, 2025.

Substantially all of the senior financing obligations contain restrictions concerning interest coverage, borrowings, and investments. The most restrictive loan covenants require a Leverage Ratio less than 3.5 and an Interest Coverage Ratio greater than 3.0, in each case, as defined in the Company’s Credit Agreement. The Company is in compliance with all of these restrictions at December 31, 2025.

The Company had stand-by and trade letters of credit outstanding of $3.3 million and $3.4 million as of December 31, 2025 and 2024, respectively.

Short-term Borrowings

The Company’s short-term borrowings consisted of the following items at December 31:

The weighted average interest rates on short-term borrowings were 5.03% and 5.67% at December 31, 2025 and 2024, respectively.

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7. Derivative Instruments and Hedging Activity

The Company may use derivative instruments for the purpose of hedging currency, commodity, and interest rate exposures, which exist as part of ongoing business operations. As a policy, the Company does not engage in speculative or leveraged transactions, nor does the Company hold or issue financial instruments for trading purposes. Hedge effectiveness is determined by how closely the changes in the fair value of the hedging instrument offset the changes in the fair value or cash flows of the hedged transaction. Hedge accounting, which generally results in the deferral of derivative gains and losses until such time as the underlying transaction is recognized in net earnings, is permitted only if the hedging relationship is expected to be highly effective at the inception of the transaction and on an ongoing basis.

The Company manages its exposure to foreign exchange risk by the use of forward exchange contracts to reduce the effect of fluctuating foreign currencies on non-functional currency sales, purchases, and other known foreign currency exposures. These forward exchange contracts generally have maturities of less than 18 months. The Company also uses certain debt denominated in foreign currencies to manage the net asset positions of the Company’s foreign subsidiaries. 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 $49.9 million and $70.3 million of forward exchange contracts, designated as cash flow hedges, outstanding as of December 31, 2025 and 2024, respectively, and are recorded in Other Accrued Expenses on the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, a gain of $1.7 million was reclassified into net earnings in the Company’s Consolidated Statement of Earnings that offset the earnings impact of the related non-functional asset or liability hedged in the same period. For the year ended December 31, 2024, the amount reclassified into net earnings in the Company’s Consolidated Statements of Earnings that offset the earnings impact of the related non-functional asset or liability hedged in the same period was not material. For the year ended December 31, 2023, a gain of $2.2 million was reclassified into net earnings in the Company’s Consolidated Statement of Earnings that offset the earnings impact of the related non-functional asset or liability hedged in the same period. In addition, the Company utilizes forward exchange contracts that are not designated as cash flow hedges and the results of these transactions are not material to the financial statements.

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 December 31, 2025, the total value of the Company’s net investment hedges, which included Euro denominated long-term debt, was$309.5 million. As of December 31, 2024, the total value of the Company’s net investment hedges, which included Euro and British Pound denominated long-term debt, was $295.3 million. Changes in the fair value of this debt attributable to changes in the spot foreign exchange rate are recorded in foreign currency translation in OCL. The impact of foreign exchange rates on these debt instruments increased debt by $37.2 million and decreased debt by $18.0 million for the years ended December 31, 2025, and 2024, respectively, and are recorded as foreign currency translation in OCL.

Concentrations of Credit Risk

Counterparties to forward exchange contracts consist of large international financial institutions. While these counterparties may expose the Company to potential losses due to the credit risk of non-performance, losses are not anticipated. Concentrations of credit risk with respect to trade accounts receivable are limited by the large number of customers, generally short payment terms, and their dispersion across geographic areas.

8. Share-Based Compensation

In April 2022, the shareholders of the Company approved the Amended and Restated 2017 Stock Plan authorizing 2.15 million shares for issuance as non-vested stock in the form of restricted stock, restricted stock units, performance stock units, non-qualified stock options, incentive stock options, and stock appreciation rights. As of December 31, 2025, there were 0.5 million shares available to issue as non-vested stock under the Company’s Amended and Restated 2017 Stock Plan. The Company may also issue up to 0.2 million shares of stock pursuant to its 1999 Amended and Restated Directors Deferred Compensation Plan.

The Company recognizes expense for shares of non-vested stock over athree-year vesting period with a pro-rata vesting upon retirement. During the period of restriction, the holder of non-vested stock has voting rights and is entitled to receive all dividends and other distributions paid with respect to the stock. The holders of performance stock units are not entitled to vote or receive dividends and other distributions paid with respect to the stock, until the units have vested and shares of stock issued.

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Grants issued to elected officers consist of 60% performance stock unit awards and 40% non-vested restricted stock awards. The performance stock unit awards are based on athree-year performance period and athree-year vesting period with a pro-rata vesting upon retirement. Starting with the December 2024 grant, grants issued to certain business unit leaders also consist of 60% performance stock unit awards and 40% non-vested restricted stock awards, in each case as described above. Three-year performance that exceeds the stated performance metrics, would result in an award up to 150% of the original grant for business unit leaders and up to 200% for elected officers. For the December 2025 performance stock grant to elected officers, enhanced payout levels were included to allow for additional payouts up to 2.5 times the 200% payout level, if the stated enhanced performance criteria are met.

The Company expenses awards for non-vested stock, including time-vesting stock and performance stock units, based on the fair value of the Company’s common stock at the date of the grant. The Company recognizes the impact from forfeitures as they occur.

The December 2019, December 2020, and December 2021 performance stock unit awards, which were based on thethree-year performance period of January 1, 2020 to December 31, 2022, January 1, 2021 to December 31, 2023, and January 1, 2022 to December 31, 2024, respectively, exceeded the stated performance metrics, which resulted in an award payout of 200%,124%, and 102%, respectively, of the original grant upon vesting in February 2023, February 2024, and February 2025, respectively.

The following table summarizes the non-vested stock and performance stock unit activity:

The total intrinsic values of shares vested during 2025, 2024, and 2023, were $10.2 million, $10.1 million, and $20.3 million, respectively.

As of December 31, 2025, total remaining unearned compensation, net of expected forfeitures, related to non-vested stock and performance stock units was $28.2 million, which will be amortized over the weighted average remaining service period of 2.3 years.

Total pre-tax share-based compensation expense recognized in the Consolidated Statements of Earnings was $13.9 million, $10.1 million, and $8.9 million in 2025, 2024, and 2023, respectively. The Company also recognized tax related benefits of $1.5 million, $1.0 million, and $1.1 million in 2025, 2024, and 2023, respectively.

9. Retirement Plans

The Company provides benefits under defined contribution plans including a savings plan and an employee stock ownership plan (ESOP). The savings plan covers substantially all domestic salaried and certain non-union hourly employees and provides for matching contributions up to 4% of each employee’s salary. The ESOP covers substantially all domestic employees and provides for contributions based on a percentage of each employee’s compensation as determined by the Company’s Board of Directors. Total expense for the Company’s defined contribution plans was $9.1 million in 2025, $8.0 million in 2024, and $8.2 million in 2023.

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Although the Company intends for these defined contribution plans to be the primary retirement benefit for most employees, the Company also has several defined benefit plans. The funded status of the defined benefit plans was as follows at December 31:

Amounts recognized in the Consolidated Balance Sheets at December 31:

Components of annual benefit cost:

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. The Company has elected to use the actual fair value of plan assets as the market-related value of plan assets in the determination of the expected return on plan assets. Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10% of the greater of the benefit obligation and the market-related value of assets. Gains and losses in excess of the corridor are generally amortized over the average future working lifetime of the plan participants.

Weighted average liability assumptions as of December 31:

Weighted average cost assumptions for the year ended December 31:

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The aggregate amounts of benefits expected to be paid from defined benefit plans in each of the next five years subsequent to December 31, 2025, which include employees’ expected future service, are as follows: 2026, $6.6 million; 2027, $2.3 million; 2028, $2.3 million; 2029, $2.6 million; 2030, $2.5 million; and $26.3 million in total for the years 2031 through 2035.

The Company expects to contribute $5.1 million to defined benefit plans in 2026.

Amounts in Accumulated other comprehensive loss at December 31 were as follows:

The pension adjustments, net of tax, recognized in OCL, were as follows:

The investment objectives and target allocations for the Company’s pension plans related to the assets of the plans are reviewed on a regular basis. The investment objectives for the pension assets are to maximize the return on assets while maintaining an overall level of risk appropriate for a retirement fund and ensuring the availability of funds for the payment of retirement benefits. The levels of risk assumed by the pension plans are determined by market conditions, the rate of return expectations, and the liquidity requirements of each pension plan. The actual asset allocations of each pension plan are reviewed on a regular basis to ensure that they are in line with the target allocations.

The following table presents the Company’s pension plan assets by asset category as of December 31, 2025 and 2024:

The Company is required to categorize pension plan assets based on the following fair value hierarchy:

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10. Accumulated Other Comprehensive Loss

The following table summarizes the changes in OCL for 2025, 2024, and 2023:

11. Income Taxes

Earnings before income taxes were as follows:

The provision for income taxes was as follows:

Payments of income taxes were as follows:

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The company adopted ASU 2023-09 prospectively in 2025. The 2025 reconciliation between the U.S. Federal tax rate and the actual effective tax rate under ASU 2023-09 is below. The reconciliation for 2024 and 2023 under the prior guidance follows.

1 Wisconsin had a release of a valuation allowance related to its net operating loss. The states that make up the majority of the Other state income taxes category are California and Illinois.

For 2024 and 2023, taxes on foreign tax effects include the difference between the tax rates applied to foreign earnings relative to the U.S. statutory tax rate, accruals for foreign unrecognized tax benefits, and the impact of the U.S. foreign tax credit, not including the impact from Global Intangible Low-Taxed Income (GILTI). The impact on the Company’s effective tax rate varies from year to year based on the finalization of prior year foreign and domestic tax items, audit settlements, and mix of foreign earnings. The effective tax rates in 2025, 2024, and 2023 were all impacted by the release of valuation allowances related to net operating losses (NOLs) and the limited deductibility of costs related to the Portfolio Optimization Plan. See Note 14, Portfolio Optimization Plan. The effective tax rate in 2025 was also impacted by the change in the German tax rate. The effective tax rate in 2023 was also impacted by the release of valuation allowances related to the foreign tax credit carryover.

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The Company’s valuation allowance at December 31, 2025 and 2024 was$29.1 million and$29.7 million, respectively. In 2025, the valuation allowance related to foreign NOLs was increased, and the valuation allowance related to state NOLs was reduced. In 2024, the valuation allowance related to foreign NOLs was reduced, and the valuation allowance related to state NOLs was increased.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities consisted of the following:

At December 31, 2025, foreign tax credit carryovers were$27.3 million, all of which expire before 2040. At December 31, 2025, foreign operating loss carryovers were $90.5 million. Included in the foreign operating loss carryovers are losses of $16.5 million that expire through 2040 and $74.0 million that expire after 2040 or do not have an expiration date. At December 31, 2025, state operating loss carryovers were $110.0 million, which expire prior to 2040.

The Company is electing to recognize GILTI as a period expense in the period the tax is incurred.

The Organisation for Economic Co-operation and Development has issued Pillar Two model rules imposing a global minimum corporate tax rate of 15%. The Pillar Two model rules have not had a material impact on the Company, and we will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.

Federal and state income taxes are provided on international subsidiary income distributed to or taxable in the U.S. during the year. At December 31, 2025, no additional income or withholding taxes have been provided for the $920.0 million of undistributed earnings or any additional outside basis differences inherent in these entities, as these amounts are considered to be invested indefinitely. If the undistributed earnings were repatriated, the Company estimates it would have a withholding tax liability of $45.8 million. The determination of the tax liability for any outside basis differences is not practicable.

A reconciliation of the change in the liability for unrecognized tax benefits for 2025 and 2024 is as follows:

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The amount of the unrecognized tax benefits that would affect the effective tax rate, if recognized, was approximately $4.1 million. The Company recognizes interest and penalties related to the unrecognized tax benefits in income tax expense. $0.5 million of accrued interest and penalties were reported as an income tax liability as of both December 31, 2025 and 2024. The liability for unrecognized tax benefits relates to multiple jurisdictions and is reported in Other Liabilities on the Company’s Consolidated Balance Sheet at December 31, 2025.

With limited exceptions, the Company is no longer subject to federal, state, and local, or non-U.S. income tax examinations by tax authorities for years before 2021.

12. Segment and Geographic Information

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. 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 the 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.

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

Segment Information

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 Chairman, 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 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’sthree reportable segments are Flavors &Extractsand 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 characteristic 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, includingthe Portfolio Optimization Plan costs as further described in Note 14, Portfolio Optimization Plan, and certain other costs are included in the “Corporate & Other” category.

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Geographic Information

The Company has manufacturing facilities or sales offices in North America, Europe, Asia, Australia, South America, and Africa.

The Company’s annual revenue summarized by geographic location is as follows:

Sales in the United States, based on the final country of destination of the Company’s products, were$781.9 million,$761.2 million, and$707.1 million, in 2025, 2024, and 2023, respectively. No other country of destination exceeded 10% of consolidated sales. Total long-lived assets in the United States amounted to$660.7 million,$612.7 million, and$603.2 million, at December 31, 2025, 2024, and 2023, respectively.

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Product Information

The Company’s revenue summarized by product portfolio is as follows:

13. Fair Value Measurements

ASC 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. As of December 31, 2025 and 2024, the Company’s assets and liabilities subject to this standard are forward exchange contracts. The net fair value of the forward exchange contracts based on current pricing obtained for comparable derivative products (Level 2 inputs) was an asset of $0.3 million and a liability of $0.8 million as of December 31, 2025 and 2024, respectively. 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 December 31, 2025. The fair value of the Company’s long-term debt, including current maturities, 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 December 31, 2025 and 2024, was $709.5 million and $613.7 million, respectively. The fair value of the long-term debt at December 31, 2025 and 2024, was $720.9 million and $622.0 million, respectively.

14. 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. As a result, the Company met all of the assets held for sale criteria for the Felinfach land and building assets in June 2025, which have been recorded as the only balance in Fixed assets held for sale on the Company’s Consolidated Balance Sheets. The Company has substantially completed all other actions contemplated under the Portfolio Optimization Plan in accordance with local laws.

The Company recorded $2.5 million of accrued liabilities in Other Accrued Expenses on the Company’s Consolidated Balance Sheet related to the Portfolio Optimization Plan as of December 31, 2024. The amount of accrued liabilities recorded in Other Accrued Expenseson the Company’s Consolidated Balance Sheet related to the Portfolio Optimization Plan was immaterial as of December 31, 2025. The total cost of the Portfolio Optimization Plan was $50 million, primarily related to non-cash impairment charges and proposed 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 after 2025. The Company reduced headcount by approximately 100 positions, primarily in the Flavors & Extracts and Color segments, related to certain production and selling and administrative positions.

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The following table summarizes the Portfolio Optimization Plan expenses by segment for the year ended December 31, 2025:

The following table summarizes the Portfolio Optimization Plan expenses by segment for the year ended December 31, 2024:

The following table summarizes the Portfolio Optimization Plan expenses by segment for the year ended December 31, 2023:

15. 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.

16. Subsequent Event

On January 16, 2026, the Company announced its quarterly dividend of 41 cents per share would be payable on March 2, 2026.

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To the Shareholders and Board of Directors of

Sensient Technologies Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sensient Technologies Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 13, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2006.

Milwaukee, Wisconsin

February 13, 2026

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