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IFF (NYSE: IFF) non-employee director receives 2,903 Restricted Stock Units equity award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

INTERNATIONAL FLAVORS & FRAGRANCES INC (IFF) director Dawn C. Willoughby received a grant of 2,903 Restricted Stock Units. These RSUs were awarded under the company’s Non-Employee Director Compensation Program as a form of equity compensation, rather than a market purchase.

The RSUs convert into an equal number of shares of Common Stock on a one-for-one basis. They will vest on the one-year anniversary of the grant date, so the director must remain in service through that date to receive the underlying shares. After this grant, the filing shows the director holding 2,903 RSUs directly.

Positive

  • None.

Negative

  • None.
Insider Willoughby Dawn C
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 2,903 $0.00 --
Holdings After Transaction: Restricted Stock Units — 2,903 shares (Direct, null)
Footnotes (1)
  1. The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis. Represent RSUs granted under the Non-Employee Director Compensation Program. The RSUs will vest on the one-year anniversary of the grant date.
RSUs granted 2,903 RSUs Grant under Non-Employee Director Compensation Program
RSUs post-transaction 2,903 RSUs Total RSUs held after reported grant
Conversion ratio 1 RSU = 1 share RSUs convert one-for-one into Common Stock
Vesting period One year RSUs vest on one-year anniversary of grant date
Transaction price per RSU $0.0000 Grant/award acquisition, not an open-market purchase
Restricted Stock Units financial
"The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Non-Employee Director Compensation Program financial
"Represent RSUs granted under the Non-Employee Director Compensation Program."
vest financial
"The RSUs will vest on the one-year anniversary of the grant date."
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
Common Stock financial
"The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis."
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Willoughby Dawn C
(Last)(First)(Middle)
521 WEST 57TH STREET
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL FLAVORS & FRAGRANCES INC [ IFF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/29/2026A2,903(2)04/29/2027(3)04/29/2027(3)Common Stock2,903$0.00002,903D
Explanation of Responses:
1. The Restricted Stock Units ("RSUs") convert to Common Stock on a one-for-one basis.
2. Represent RSUs granted under the Non-Employee Director Compensation Program.
3. The RSUs will vest on the one-year anniversary of the grant date.
/s/ Chrystalla Potamitou, attorney in fact04/30/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did IFF director Dawn C. Willoughby report?

IFF director Dawn C. Willoughby reported receiving 2,903 Restricted Stock Units as an equity award. The grant reflects non-cash compensation under IFF’s Non-Employee Director Compensation Program, rather than an open-market stock purchase or sale by the director.

How many IFF Restricted Stock Units were granted to the director?

The filing shows a grant of 2,903 Restricted Stock Units to the IFF director. These units represent a right to receive 2,903 shares of Common Stock, subject to vesting conditions defined in the company’s Non-Employee Director Compensation Program.

When do the newly granted IFF RSUs vest for the director?

The 2,903 IFF Restricted Stock Units will vest on the one-year anniversary of the grant date. Vesting means the director must continue to qualify under the program until that date to receive the underlying shares of Common Stock.

How do the IFF RSUs convert into Common Stock for the director?

The IFF Restricted Stock Units convert into Common Stock on a one-for-one basis. Once vested, each RSU delivers one share of IFF Common Stock to the director, aligning director compensation with shareholder value over time through equity ownership.

What is the director’s IFF RSU balance after this reported transaction?

After the reported transaction, the Form 4 shows the director holding 2,903 Restricted Stock Units directly. This balance equals the full amount of the new grant and indicates the director’s equity-based compensation position from this specific award at the time of filing.