SENSIENT TECHNOLOGIES CORP 10-Q

ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Arrangements During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Amended and Restated Consolidated Note Purchase and Master Note Agreement On November 3, 2025, the Company entered into an Amended and Restated Consolidated Note Purchase and Master Note Agreement (Master Note Agreement) with the purchasers named therein. The Master Note Agreement consolidates all existing senior note purchase agreements of the Company into a single senior note purchase agreement and concurrently amends and restates the note purchase agreement to be in the form of the Master Note Agreement. The Master Note Agreement provides a framework for the issuance of up to an aggregate of $825 million of notes, including the existing outstanding senior notes, with a three-year draw period, but does not include commitments by any purchaser to purchase additional notes beyond those already outstanding. The notes drawn during this period can have maturity dates up to 12 years from the date of issuance. The Master Note Agreement contains substantially similar restrictions, covenants, and events of default as the existing note purchase agreements except, among other things, the Company may incur a leverage ratio of up to 4.00 to 1.00 for three succeeding fiscal quarters in the event of a material acquisition (previously was 3.75 to 1.00) (the Leverage Holiday) with an increase of up to 75 basis points in the interest rate payable on any outstanding notes. Also on November 3, 2025, the Company issued $60 million of U.S. dollar-denominated four-year 4.83% senior notes (collectively, the New Notes). The New Notes bear interest on the unpaid principal amount from the date of issuance, payable semi-annually, in May and November in each year and on the maturity date of the New Notes. Funds were received on November 3, 2025, and the proceeds were used to repay the Company’s existing $25 million 4.19% Senior Notes, due November 1, 2025, and £25 million 2.76% Senior Notes, due November 1, 2025. The New Notes are subject to the restrictions, events of default, and covenants of the Master Note Agreement, including, among other things, the requirement to limit its leverage ratio as of the end of each fiscal quarter to no more than 3.50 to 1.00, subject to the Leverage Holiday. In addition, the Company may not permit its ratio of EBITDA to interest expense to be less than 3.00 to 1.00 as of the end of any fiscal quarter. The New Notes are subject to events of default that are customary in these types of arrangements. The Company may, at its option, prepay at any time all, or from time to time any part of, the New Notes, in an amount not less than $1,000,000 or such lesser amount as shall be outstanding, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of the prepayment, and the make-whole and swap breakage amounts specified in the Master Note Agreement, each determined for the prepayment date with respect to the principal amount. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Master Note Agreement, which is filed with this Quarterly Report on Form 10-Q as Exhibit 10.1 and is incorporated herein by reference. ITEM 6. EXHIBITS The exhibits listed in the following Exhibit Index are filed as part of this Quarterly Report on Form 10-Q. 23 Index SENSIENT TECHNOLOGIES CORPORATION EXHIBIT INDEX QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025 Exhibit Description Incorporated by Reference From Filed Herewith 10.1 Amended and Restated Consolidated Note Purchase and Master Note Agreement dated as of November 3, 2025 X 31 Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act X 32 Certifications of the Company’s Chairman, President & Chief Executive Officer and Vice President & Chief Financial Officer pursuant to 18 United States Code § 1350 X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X 24 Index SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SENSIENT TECHNOLOGIES CORPORATION Date: November 4, 2025 By: /s/ John J. Manning John J. Manning, Senior Vice President, General Counsel & Secretary Date: November 4, 2025 By: /s/ Tobin Tornehl Tobin Tornehl, Vice President & Chief Financial Officer 25