International Flavors & Fragrances (IFF) 10-K risk factor changes: FY2025 vs FY2024

- We have a substantial amount of indebtedness that could materially adversely affect, among other things, our financial condition, our ability to return capital to our shareholders, needed investments into our [removed: business,] [added: business] and our credit ratings.

- If we are unable to successfully execute our strategic transformation, [removed: including our portfolio optimization,] [added: or enter into or close collaborations, joint ventures, partnerships, acquisitions, or divestitures,] it may have a material adverse effect on our business, results of operations and financial condition.

- [removed: Regulatory, consumer] [added: Consumer demand] and [removed: economic] [added: preferences, as well as regulatory] trends may [removed: result in significant costs or adversely affect] [added: impact] demand for our [removed: products] [added: products,] which may have a negative [removed: impact] [added: effect] on our operating results and future growth.

- [removed: Supply chain disruptions,] [added: Trade wars, tariffs, sanctions,] geopolitical developments, [removed: climate-change] [added: supply chain disruptions, environmental] events, natural disasters, public health [removed: crises, tariffs] and [removed: trade wars,] [added: human rights crises,] and other events may adversely affect our [removed: business, our procurement] [added: sourcing] of raw materials, and our development, manufacturing, distribution or sale of our [removed: products, and thus may impact our productivity, business and financial results.][added: products.]

- A significant data breach or other disruption to our information technology systems could disrupt our operations, [removed: resulting] [added: result] in the loss of confidential information or personal data, and adversely impact our reputation, productivity, business or results of operations.

- We are subject to [removed: increasing] customer, consumer, shareholder and regulatory focus on sustainability, which may result in additional costs in order to meet new requirements, including adversely affecting our stock price, results of operations and access to capital.

[removed: Changes] [added: - Our inability] to [removed: management, including turnover of our top executives, and significant shortfalls in recruitment, retention] [added: recruit, retain] or transition [removed: of] employees [removed: or our management team] could adversely affect our ability to compete and achieve our strategic goals.

- We could be adversely affected by violations, by us or our counterparties, of U.S. or foreign [removed: anti-bribery and anti-corruption] [added: anti-bribery, international trade, anti-corruption, antitrust or competition] laws and regulations, applicable sanctions or [removed: competition laws] [added: employment] and [removed: regulations in the jurisdictions in which we operate] [added: human rights] or [removed: ethical business practices and related laws and] [added: employment] regulations.

Some of these risks may cause our future results to be different - sometimes materially different [removed: -] [added: –] than [added: in the past or than] we presently anticipate.

Below are [removed: material] [added: some of the] risks we have identified that could adversely affect our business.

As of December 31, [removed: 2024,] [added: 2025,] our total debt was [removed: $8.977] [added: approximately $5.994] billion.

If we are unable to successfully execute our strategic transformation, [removed: including our portfolio optimization,] [added: or enter into or close collaborations, joint ventures, partnerships, acquisitions, or divestitures,] it may have a material adverse effect on our business, results of operations and financial condition.

[removed: Regulatory, consumer] [added: Consumer demand] and [removed: economic] [added: preferences, as well as regulatory] trends may [removed: result in significant costs or adversely affect] [added: impact] demand for our [removed: products] [added: products,] which may have a negative [removed: impact] [added: effect] on our operating results and future growth.

These and other consumer and regulatory trends [removed: could] [added: may continue to] affect the [removed: types and volumes of our ingredients and compounds that our customers include in their consumer product offerings and, therefore, the] demand for our [removed: products, which, among other things, can] [added: products and] impact our ability to meet certain productivity levels.

Many of our products are ingredients [added: or components] in [removed: a wide assortment of global] consumer products [added: which are sold to end-users] throughout the world.

[removed: Customers] [added: Moreover, given that the timing or volumes in our customers’ orders are generally at our customers’ discretion, customers] may cancel, reduce or postpone orders with us on relatively short notice.

Our results of operations may be negatively impacted by [removed: the outcome of uncertainties related to] legal claims, disputes, investigations and litigation, including the ongoing antitrust and competition investigations and related class action lawsuits.

[removed: From] [added: We are or may be, from] time to [removed: time we are] [added: time,] involved in [removed: a number of] legal claims, regulatory investigations, [removed: shareholder litigation] and [removed: other] litigation, including [removed: claims] [added: matters] related to [added: competition and antitrust, environmental issues,] intellectual property, product liability, [removed: competition and antitrust,] personal injury, [removed: environmental matters] [added: commercial disputes, employment] and [added: labor matters, false or deceptive advertising, and] indirect taxes.

[removed: In addition, and as] [added: As] further described in our consolidated financial statements, we are [added: currently] subject to antitrust [removed: and competition] investigations in [removed: the United States] [added: a number of countries] and [removed: Europe, as well as] class action lawsuits [removed: against us and certain of our competitors] in the [removed: United States] [added: U.S.] and [removed: Canada,] [added: Canada] alleging [removed: violations of] antitrust [removed: laws] [added: violations by us] and [removed: related claims.][added: certain of our competitors.]

Poor results of operations, liquidity or financial condition-particularly as we work towards implementation of our ongoing strategic transformation and our portfolio optimization strategy-may [added: also] increase [removed: the likelihood of shareholder litigation.][added: litigation risk.]

Our insurance [added: coverage] may [removed: not] be [removed: adequate] [added: insufficient] to protect us from potential material expenses related to pending and future claims and [removed: our current levels of insurance may not be available in the future] [added: unavailable] at [removed: commercially] reasonable [removed: prices.][added: cost in the future.]

[removed: Any of these] [added: These] factors [removed: could adversely affect] [added: are beyond] our [removed: profitability] [added: control] and [added: could negatively impact our] results of operations.

[removed: Supply chain disruptions,] [added: Trade wars, tariffs, sanctions,] geopolitical developments, [removed: climate-change] [added: supply chain disruptions, environmental] events, natural disasters, public health [added: or human rights] crises, [removed: tariffs] and [removed: trade wars, and] other events may adversely affect our [removed: business, our procurement] [added: sourcing] of raw materials, and our development, manufacturing, distribution or sale of our [removed: products, and thus may impact our productivity, business and financial results.][added: products.]

[removed: While we operate research and development, manufacturing and distribution facilities throughout the world, many of these facilities are extremely specialized and certain] [added: Many] of our [added: manufacturing and] research and development [removed: or creative laboratories facilities] [added: sites] are [removed: uniquely situated to support our research] [added: highly specialized,] and [removed: development efforts while certain of our manufacturing facilities] [added: some] are the sole location [removed: where a specific ingredient] [added: for producing certain products] or [removed: product is produced.][added: uniquely situated to support our innovation efforts, respectively.]

If we are not able to successfully mitigate such risks, we could experience disruptions in [removed: production or increased costs,] [added: production,] which may result in decrease in our gross margin or reduced sales, and have a material adverse effect on our productivity, business, results of operations and financial condition.

If we are unable to increase the prices of our products to our customers to offset [removed: inflationary] [added: increased input] cost trends, or if we are unable to achieve cost savings to offset such cost increases, [removed: we could fail to meet] our [removed: cost expectations, and our] profits and operating results could be adversely affected.

Our ability to price our products competitively [removed: to timely reflect higher input costs] is critical to maintain and grow our sales.

[removed: Increases] [added: However, possible increases] in prices of our products to customers or the impact of the broader [removed: inflationary] [added: macroeconomic] environment on our customers may continue to lead to declines in demand and sales volumes.

[removed: Further, we] [added: We] may [removed: not] [added: also] be [removed: able] [added: unable] to accurately predict or hedge [removed: for price] [added: cost] fluctuations [removed: of input costs,] or [removed: predict] [added: anticipate] the [removed: volume] impact of [removed: the] price [removed: increases in our products,] [added: increases,] while [removed: our] competitors may [removed: be able to] [added: adapt] more [removed: successfully adjust to such input cost volatility.][added: effectively.]

If we are not successful in managing our inventory [removed: balances and shrinkage,] [added: balances,] our results of [added: operations] and cash flows [removed: from operations] may be negatively affected.

[removed: We] [added: Relatedly, we also] sell certain accounts receivable on a non-recourse basis to unrelated financial institutions under “factoring” agreements, some of which are sponsored by certain customers.

Our business is highly competitive, and if we are unable to compete [removed: effectively] [added: effectively,] our sales and results of operations will suffer.

[removed: During 2024,] [added: In 2025,] our 25 largest customers, a majority of which were [removed: multi-national] [added: multinational] consumer products companies, collectively accounted for approximately [removed: 33%] [added: 32%] of our [removed: sales in the aggregate.][added: sales.]

[removed: Large multi-national customers’ market share, especially in the consumer product industry, continues to be pressured] [added: Multinational customers have been facing their own competitive challenges, such as pressures] by new smaller companies and specialty players that cater to or are more adept at adjusting to the latest consumer trends, including towards natural products and clean labels, changes in the retail landscape (including e-commerce and consolidation), and increased competition from private labels, which have resulted and may continue to result in decreased demand for our [removed: products by such multi-national customers and volume erosion, especially in our Nourish business.][added: products.]

[removed: These] [added: Multinational and increasingly middle market] customers [removed: are making inclusion] [added: also rely] on [removed: their] “core lists” [removed: contingent upon a supplier providing] [added: of suppliers, requiring] more favorable [removed: terms, including] [added: terms for inclusion, such as] rebates, which could adversely affect our margins.

[removed: We and our third-party providers are subject to the] [added: The] risks [removed: posed by such incidents, which] [added: and potential threats] can take many forms, [removed: including] [added: such as] code anomalies, “Acts of God,” data leakage, hardware or software failures, human errors, cyber extortion, password theft or introduction of viruses, malware and ransomware, including through phishing emails.

[removed: IFF has] [added: We have] been increasingly using [removed: or considering using] AI tools in [removed: its] [added: our] operations, research and development and other areas.

Many of our third-party partners also utilize [removed: or are considering utilizing certain] AI tools.

The use of AI by us, our employees or any of our third-party partners may [removed: result in] [added: create risks, such as] unauthorized disclosure of personal data, [removed: proprietary information and] [added: privacy risks,] trade secrets, [removed: commercially sensitive] or confidential [removed: information] [added: information, and potential receipt or use] of [removed: IFF, our employees] [added: third-party proprietary data, which could lead to intellectual property loss] or [removed: our partners.][added: disputes.]

[removed: Additionally, the use of] AI may [removed: lead to the weakening or loss of intellectual property] [added: also weaken IP] rights, where AI-generated inventions or creations may not be properly attributed to the rightful inventors, potentially resulting in [added: additional] disputes over intellectual property ownership and inventorship rights.

- Increases in input costs, including raw materials, transportation, and energy, have been exacerbated by recent inflationary pressures.

- We are exposed to AI-related risks and opportunities that if we fail to properly manage, could result in material liabilities, or otherwise materially adversely affect our business, results of operations, and financial condition.

Indebtedness and related covenants could adversely affect our liquidity, flexibility, and cost of capital.

- A disruption in our manufacturing operations could adversely affect our profitability.

Demand for such consumer products depends on consumer preferences that are driven by a variety of factors, such as the increasing use of weight management pharmaceutical products, increasing health and wellness awareness, greater transparency in product labeling, and changes in global, regional or local economic conditions (such as inflation, unemployment, salaries and wage rates stagnation, low growth rates, and impacts of supply disruptions, climate events, or geopolitical developments).

At the same time, increased regulatory requirements, statements or questions around certain of our products, may result in changes in customer orders or delays in developing, manufacturing or marketing of new or existing products.

We face intense global competition from multinational and specialized companies across our product offerings, as well as consumer product companies developing their own alternatives.

Competitors may have greater resources, proprietary technologies, or benefit from recent industry consolidation, enabling them to respond more effectively to customer or market demands.

As we expand into adjacent markets, such as functional foods and specialty fine ingredients, we encounter additional risks, including price sensitivity and lower margins.

Our ability to compete depends on, among other things, innovation, product quality, regulatory compliance, pricing, logistical efficiency, digital proficiency, customer service, and intellectual property protection.

Failure to invest in growth, scale new concepts, or adapt to technological advancements could erode our competitive position.

Increased competition, including aggressive pricing, may lead to lost sales, margin pressure, and reduced profitability.

We may not be in a position to allocate the appropriate level of investment in research and development efforts, due to other macroeconomic pressures, and such investments may not yield expected returns due to poor execution or delays by our customers in launching relevant products, changing consumer trends, or disruptive competitor innovations.

Additionally, a significant portion of our sales comes from a relatively small number of large multinational customers.

If we fail to secure or maintain such “core list” status, our sales and margins could be adversely affected.

Beyond large multinational customers, our customer base continues to be diverse.

Based on fiscal-year 2025 sales, we had approximately 20,000 customers, approximately 69% of which are small and mid-sized companies.

This diversity requires ongoing adjustments to product development, manufacturing, distribution, marketing, and infrastructure to support varied go-to-market models.

Managing a geographically and operationally diverse portfolio adds complexity, and failure to maintain relationships or gain market share with these customers could adversely affect our growth.

As part of our strategic transformation and portfolio optimization, we have completed several divestitures in recent years and continue to evaluate additional transactions, including strategic alternatives for our Food Ingredients segment.

Successfully completing such transactions depends on factors beyond our control, such as industry and macroeconomic conditions, third party interest and financing, underlying asset performance, regulatory approvals, and entanglements with the rest of our businesses.

Moreover, such transactions are complex, costly, and time-consuming, and may divert management’s and employees’ attention, lead to significant stranded and separation costs, and dis-synergies, risk of assuming liabilities, failure to meet business case objectives for such transactions, as well as employee turnover, and negative impacts on customer and supplier relationships.

Strategic transactions often involve post-closing obligations under supply, manufacturing, licensing, or transitional service agreements that may bind us for extended periods, during which market conditions may change.

At the same time, we also continue to pursue collaborations, joint ventures, partnerships, acquisitions to enhance innovation, expand our product portfolio, and support growth, but these transactions also involve significant risks.

Negotiating and implementing such arrangements is similarly complex and time-consuming, and we may fail to close deals, agree on favorable terms, or avoid post-closing disputes.

Revenue from collaborations depends on our partners’ performance, and these arrangements may not lead to timely or successful product development or commercialization.

Acquisitions present additional risks, including integration challenges, failure to achieve anticipated synergies, cost savings, or revenue growth, and exposure to incremental liabilities or contractual obligations to minority investors.

We may also incur impairment charges if acquired businesses underperform.

Failure to enter into such transactions or complete them on time, manage costs, or negotiate favorable terms could increase expenses, hinder our portfolio strategy, and negatively affect our financial condition.

Even when successful, expected benefits may not be realized or may take longer than anticipated, and failure to meet these challenges could materially impact our business and results of operations.

We manage inventory based on shelf life, sourcing levels, and anticipated demand.

Effective inventory control is critical to meeting customer needs without incurring excess storage costs.

If we fail to accurately forecast customer demand, it may lead

to excess or obsolete inventory, requiring markdowns or disposal charges that negatively impact our financial results.

Supply chain disruptions and other global risks could also cause raw material shortages and inventory depletion, while excess raw materials with short shelf lives may increase shrinkage risk.

Similarly, our failure to maintain proper control over collection of receivables and payment of payables could similarly impact our cash flows and results of operations.

For instance, product liability claims may arise from supplying ingredients to food, beverage, and personal care industries, while the operation of our facilities may expose us to environmental and personal injury claims, regulatory actions, and fines.

Additional suits and investigations may follow, and outcomes are uncertain.

Enforcement actions could result in regulators imposing significant fines, penalties, or business restrictions, adversely affecting results of operations, liquidity, or financial condition, and overall business.

Unfavorable outcomes in these or future matters could materially affect our profitability and financial condition.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

- Inflationary trends and pricing uncertainty, including in the price of our input costs, such as raw materials, transportation and energy, could adversely affect our business and financial results in the short term and result in uncertainties in the long term.

- A significant portion of our sales is generated from a limited number of large multi-national customers, which are currently under competitive pressures that may affect the demand for our products and profitability.

- We may not successfully develop and introduce new products that meet our customers’ needs, which may adversely affect our results of operations.

- We are subject to risks associated with the potential use of AI in our own operations and by third-party partners that we may engage with.

- We have made investments in and continue to expand our business into emerging markets, which exposes us to certain risks.

- If we fail to successfully enter into or close collaborations, joint ventures, partnerships, acquisitions, or divestitures, or successfully manage such transactions, it could adversely affect our business and growth opportunities.

- Our success depends on attracting and retaining talented people within our business and our management team.

- If we are unable to successfully market to our expanded and diverse customer base, our operating results and future growth may be adversely affected.

- Defects, quality issues (including product recalls), inadequate disclosure or misuse with respect to the products and capabilities could adversely affect our business, reputation and results of operations.

There may be circumstances in which required payments of principal and/or interest on our debt could adversely affect our cash flows, our operating results or our ability to return capital to our shareholders.

In addition, our existing Revolving Credit Facility and Term Loan are also at variable interest rates, exposing us to potentially material interest rate risk at our current level of indebtedness.

Furthermore, our degree of leverage could adversely affect our future credit ratings.

If we are unable to maintain or improve our current investment grade rating or improve our leverage, it could adversely affect our future cost of funding, liquidity and access to capital markets.

The Company does not have any rating downgrade triggers that would accelerate the maturity dates of its senior unsecured debt.

However, any downgrade in our credit rating may, depending on the extent of such downgrade, negatively impact our ability to raise additional debt capital, our liquidity and capital position, and may increase our cost of borrowing for new capital raises.

In addition, our existing Revolving Credit Facility and Term Loan have pricing grids that are based on credit rating, such that our cost of borrowing may increase if our public debt rating decreases.

The pricing grid rates have increased by 0.125% for the duration that financial covenant relief (as described below) is provided.

Our Revolving Credit Facility and Term Loan contain various covenants, limitations and events of default customary for similar facilities for similarly rated borrowers, including the requirement for us to maintain, at the end of each fiscal quarter, a maximum ratio of net debt for borrowed money to credit adjusted EBITDA in respect of the previous four fiscal quarters.

On September 19, 2023, we entered into further amendments to our Revolving Credit Facility and Term Loan that extend certain relief with respect to this financial covenant by providing that during the relief period our leverage ratio shall not exceed as of the end of the fiscal quarter (for the period of the four fiscal quarters then ended): (i) 5.25x for any fiscal quarter ending on or before March 31, 2024, (ii) 4.75x for the fiscal quarter ending June 30, 2024, (iii) 4.50x for the fiscal quarter ending September 30, 2024, (iv) 4.25x for any subsequent fiscal quarter ending on or before March 31, 2025, (v) 4.00x for any subsequent fiscal quarter ending on or before September 30, 2025 and (vi) 3.75x for the fiscal quarter ending December 31, 2025.

The financial covenant relief provided in the September 2023 amendments superseded the ratios and step downs set forth in prior amendments to these credit facilities entered into on August 4, 2022 and March 23, 2023.

During the financial covenant relief period, the amendments prohibit us from (i) effecting share repurchases, (ii) declaring and paying dividends in cash on common stock in excess of $0.81 per share per fiscal quarter (for an aggregate amount of $3.24 per fiscal year) and (iii) creating liens to secure debt in excess of the greater of $300 million and 3.65% of Consolidated Net Tangible Assets, in each case subject to certain exceptions set forth in the amendments.

During the financial covenant relief period, the Term Loan is subject to a mandatory prepayment provision whereby certain asset sale proceeds must be used to pay down amounts outstanding thereunder.

See Note 14 for additional information on the amendments to the debt agreements.

Our current level of leverage could increase our vulnerability to sustained, adverse macroeconomic weakness, limit our ability to obtain further financing, lead to a reduction or suspension of our dividend payments, decrease our flexibility in responding to or preparing for changes in the industry in which we operate and our ability to pursue certain operational and strategic projects or opportunities, including necessary investments into our business or large acquisitions.

Our level of indebtedness, as well as a failure to comply with covenants under our debt instruments, could adversely affect our business, results of operations and financial condition or our ability to return capital to our shareholders and any additional debt modifications, instruments or covenant reliefs may subject us to additional covenants and restrictions.

As a part of our ongoing strategic transformation and our portfolio optimization strategy, we continue to evaluate and work towards divestitures or strategic transactions.

For instance, during the second and third quarter of 2024, we completed divestitures of our Cosmetic Ingredients business and our Flavors and Essences UK business, respectively.

Additionally, during March 2024 and October 2024, we entered into agreements for the sale of our Pharma Solutions business disposal group and our nitrocellulose business, respectively, which are each expected to close in the second quarter of 2025.

Strategic transactions are generally dependent on many factors which we cannot fully control, including, among other things, relevant industry dynamics or macroeconomic conditions, the interest of potential buyers and their ability to finance such transactions (which is also impacted by general economic and financial conditions and market dynamics), the performance of the underlying assets or business, requisite regulatory approvals, and related separation activities.

Implementing such transactions can be complex, costly and time-consuming and may also result in additional expenses and unanticipated issues, such as competitive responses, employee turnover or impact on our commercial relationships.

For instance, divestitures involve separation costs and efforts that may divert management’s and employees’ attention and also result in stranded costs and dis-synergies for the Company.

Moreover, divestitures often entail post-closing third-party agreements, such as supply arrangements (including with “take or pay” provisions), product manufacturing, cross-licensing, transitional, or site services agreements (“ancillary agreements”), that may bind the Company for certain periods after closing, during which market or Company conditions may change.

Any failure to enter into, complete or potential delays in closing any such transaction, any failure to avoid potential post-closing disputes, any failure to mitigate or manage the associated costs of such transactions, or obtain appropriate terms for ancillary agreements, could result in significant costs, adversely affect the successful implementation of our portfolio optimization strategy as well as our financial condition, including our leverage ratio.

Even if such initiatives are implemented successfully, the full benefits may not be realized or may not be realized within the desired timeframe.

The failure to meet the challenges involved in implementing our strategic transformation could result in a material adverse impact on our business, results of operations and financial condition.

Increased regulatory scrutiny or uncertainty towards artificial or other ingredients and certain chemical substances in the U.S. or other jurisdictions, may result in significant costs due to, among other things, delays in developing, manufacturing or marketing of new or existing products, potential required changes in business practices, higher compliance costs, or capital expenditures.

See, also *“—If we are unable to comply with regulatory requirements and industry standards, including those regarding product safety, quality, efficacy and environmental impact, we could incur significant costs and suffer reputational harm which could adversely affect results of operations.”* At the same time, changes in consumer trends driven by increasing awareness of health and wellness, as well as the development of new weight management pharmaceutical products such as glucagon-like peptide-1 (GLP-1) receptor agonists, may affect consumer behavior.

In addition, there has been growing pressure by consumers, non-governmental organizations and, in some cases, governmental agencies for more transparency in product labeling (including related to biotechnology applications, such as gene editing and mapping).

Our customers have been taking steps to address these trends, including by voluntarily providing product-specific ingredients disclosure, which may impact consumer behavior.

[removed: We are] [added: In 2025, we were] organized into [removed: four] [added: five] reportable operating segments: [removed: Nourish,] [added: Taste, Food Ingredients,] Health & Biosciences, Scent [removed: and] [added: and, until its divestiture in May 2025,] Pharma Solutions.

Among many other applications, [removed: this biotechnology-driven] [added: our] portfolio includes cultures for use in fermented foods such as yogurt, cheese and fermented beverages, probiotic strains, [removed: many with documented clinical health claims for use as dietary supplements and through industrial fermentation the production of enzymes and microorganisms that provide product and process performance benefits to] household detergents, animal feed, ethanol production and brewing.

Health & Biosciences is comprised of Health, [removed: Cultures &] Food [removed: Enzymes,] [added: Biosciences,] Home & Personal Care, Animal Nutrition and Grain Processing.

Consumer insights, science and creativity are at the heart of our Scent business, [removed: and,] along with our unique portfolio of natural and synthetic ingredients, global footprint, innovative technologies and know-how, and customer [removed: intimacy, we believe make us a market leader in scent products.][added: intimacy.]

Our [removed: excipients are] [added: former Pharma Solutions segment produced, among other things, a vast portfolio of cellulosics and seaweed-based pharmaceutical excipients,] used in prescription and over-the-counter pharmaceuticals and dietary supplements.

[removed: As previously announced in 2024, effective] [added: Effective] January 1, 2025, our [added: former] Nourish segment [removed: has been] [added: was] restructured into two newly designated operating segments: Taste and Food Ingredients.

With additional minor adjustments, our Flavors business, [removed: previously part of Nourish, has been] [added: was] renamed Taste, and our Ingredients business, [removed: previously part of Nourish, has been] [added: was] renamed Food Ingredients.

Consequently, starting in the first quarter of 2025, our business segments [removed: will be] [added: were] as follows: Taste, Food Ingredients, Health & Biosciences, Scent, and Pharma [removed: Solutions, until the completion of the sale of the Pharma Solutions business disposal group.][added: Solutions.]

Financial Measures — [added: Comparable] Currency Neutral

Our financial results include the impact of foreign currency exchange [removed: rates.][added: rates and business divestitures.]

We provide currency neutral calculations in this report to remove the impact of foreign currency exchange rates [removed: fluctuations.][added: fluctuations and business divestitures.]

[removed: We calculate currency] [added: (2)Currency] neutral [removed: numbers] [added: sales are calculated] by translating current year invoiced sale amounts at the exchange rates [removed: used] for the corresponding prior year period.

We use [added: comparable] currency neutral results in our analysis of subsidiary and/or segment performance.

We also use [added: comparable] currency neutral numbers when analyzing our performance against our competitors.

During 2024, we determined that the carrying value of the Pharma Solutions disposal group exceeded its fair value and recorded an impairment charge of $64 million in the Consolidated Statements of Income (Loss) and Comprehensive [removed: Loss] [added: Income (Loss)] for the year ended December 31, 2024.

See Note [removed: 4] [added: 12] to the Consolidated Financial Statements for additional information.

During 2023, we determined that the carrying value of the Nourish reporting unit exceeded its fair value and recorded an impairment charge of $2.623 billion in the Consolidated Statements of Income (Loss) and Comprehensive [removed: Loss] [added: Income (Loss)] for the year ended December 31, 2023.

During [removed: 2022,] [added: 2023, based on the quantitative impairment test using the income approach,] we determined that the carrying value of the [removed: Health & Biosciences] [added: previous Nourish] reporting unit exceeded its fair value and recorded a goodwill impairment charge of [removed: $2.250] [added: $2.623] billion in the Consolidated Statements of Income (Loss) and Comprehensive [removed: Loss] [added: Income (Loss)] for the year ended December 31, [removed: 2022.][added: 2023.]

See Note 1, Note [removed: 11] [added: 3,] and Note 12 [removed: to the Consolidated Financial Statements] for additional information.

[removed: 2024] [added: 2025] Financial Performance Overview

On a [added: comparable] currency neutral basis, sales in [removed: 2024] [added: 2025] increased [removed: 3%] [added: 2%] compared to [removed: 2023.][added: 2024.]

Exchange rate variations had an unfavorable impact [removed: on net sales in 2024] of [removed: 3%.][added: 1%.]

On a comparable [removed: basis,] currency neutral [added: basis, Taste] sales increased [removed: 6%] [added: 4% in 2025 compared to the 2024 period,] driven by volume increases across [removed: various] [added: all] business [removed: lines.][added: entities.]

Comparable portfolio results exclude the impact of divestitures of the [removed: portion of the Savory Solutions business, Sonarome business,] Flavors & Essences UK business (“F&E UK”), [removed: Flavors Specialty] [added: Rene Laurent business in France, Cosmetic] Ingredients [removed: (“FSI”)] business, and [removed: Cosmetic Ingredients] [added: the Pharma Solutions disposal group and Nitrocellulose] business (“change in business portfolio mix due to divestitures”), which was approximately [removed: $360] [added: $757] million.

In [removed: 2024,] [added: 2025,] no customer accounted for 10% or more of sales.

Gross profit in [removed: 2024 increased $443] [added: 2025 decreased $186] million, or [removed: 12%] [added: 5%] on a reported basis, to [removed: $4.124] [added: $3.938] billion [removed: (35.9%] [added: (36.2%] of sales) [removed: compared to $3.681] [added: from $4.124] billion [removed: (32.1%] [added: (35.9%] of sales) in the [removed: 2023] [added: 2024] period.

The [removed: increase] [added: decrease] in gross profit was primarily driven by [removed: volume increases] [added: the impact of divestitures of $264 million] and [removed: productivity gains, offset in part by] the effect of exchange rate [removed: variations and the net impact of the change] [added: variations, offset] in [removed: business portfolio mix due to divestitures of $133 million.][added: part by volume increases and productivity gains.]

| *(DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 11,484] [added: 10,890] | | | | | $ | [removed: 11,479] [added: 11,484] | | | | | $ | [removed: 12,440] [added: 11,479] | | | | | [removed: —] [added: (5)] | | % | | | | [removed: (8)] [added: —] | | % |

| Cost of sales | | | [removed: 7,360] [added: 6,952] | | | | | | [removed: 7,798] [added: 7,360] | | | | | | [removed: 8,289] [added: 7,798] | | | | | | (6) | | % | | | | (6) | | % |

| Gross profit | | | [removed: 4,124] [added: 3,938] | | | | | | [removed: 3,681] [added: 4,124] | | | | | | [removed: 4,151] [added: 3,681] | | | | | | [removed: 12] [added: (5)] | | % | | | | [removed: (11)] [added: 12] | | % |

| Research and development (R&D) expenses | | | [removed: 671] [added: 694] | | | | | | [removed: 636] [added: 671] | | | | | | [removed: 603] [added: 636] | | | | | | [removed: 6] [added: 3] | | % | | | | [removed: 5] [added: 6] | | % |

| Selling and administrative (S&A) expenses | | | [removed: 1,995] [added: 1,834] | | | | | | [removed: 1,787] [added: 1,995] | | | | | | [removed: 1,768] [added: 1,787] | | | | | | [removed: 12] [added: (8)] | | % | | | | [removed: 1] [added: 12] | | % |

| Restructuring and [removed: other charges | | | 29 | | | | | | 68 | | | | | | 12 | | |] [added: Other Charges] | | | [removed: (57)] [added: (70)] | | [removed: %] | | | | [removed: NMF] [added: (29)] | | |

| Amortization of acquisition-related intangibles | | | [removed: 610] [added: 568] | | | | | | [removed: 680] [added: 610] | | | | | | [removed: 727] [added: 680] | | | | | | [removed: (10)] [added: (7)] | | % | | | | [removed: (6)] [added: (10)] | | % |

| Impairment of goodwill | | | [removed: 64] [added: 1,153] | | | | | | [removed: 2,623] [added: 64] | | | | | | [removed: 2,250] [added: 2,623] | | | | | | [removed: (98)] [added: NMF] | | [removed: %] | | | | [removed: 17] [added: (98)] | | % |

| [removed: Gains] [added: Losses (Gains)] on sale of assets | | | [removed: (11)] [added: 1] | | | | | | [removed: (3)] [added: (11)] | | | | | | (3) | | | | | | [removed: 267] [added: (109)] | | % | | | | [removed: —] [added: 267] | | % |

| Operating [removed: profit] (loss) [added: profit] | | | [removed: 766] [added: (382)] | | | | | | [removed: (2,110)] [added: 766] | | | | | | [removed: (1,326)] [added: (2,110)] | | | | | | [removed: (136)] [added: (150)] | | % | | | | [removed: 59] [added: (136)] | | % |

| Interest expense | | | [removed: 305] [added: 229] | | | | | | [removed: 380] [added: 305] | | | | | | [removed: 336] [added: 380] | | | | | | [removed: (20)] [added: (25)] | | % | | | | [removed: 13] [added: (20)] | | % |

| [removed: (Gains) losses] [added: (Losses) Gains] on [removed: business disposals | | | (346) | | | | | | 23 | | | | | | (11) | | |] [added: Business Disposals] | | | [removed: NMF] [added: (109)] | | | | | | [removed: —] [added: 346] | | [removed: %] |

Our Taste segment consists of the development and production of a range of flavor compounds and natural taste solutions that are ultimately used by our customers in a diverse variety of products, including savory products (soups, sauces, meat, fish, poultry, snacks, etc.), beverages (juice drinks, carbonated or flavored beverages, spirits, etc.), sweets (bakery products, candy, cereal, chewing gum, etc.), and dairy products (yogurt, ice cream, cheese, etc.).

Taste also includes value-added spices and seasoning ingredients for meat, food service, convenience, alternative protein and culinary products.

Our Food Ingredients segment consists of a diversified portfolio across natural, artificial and plant-based specialty food ingredients that provide functional properties solutions for food and beverage products, as well as specialty soy and pea protein with value-added formulations, emulsifiers and sweeteners.

Natural food protection ingredients consist of natural antioxidants and anti-microbials used for natural food preservation and shelf-life extension for beverages, cosmetic and healthcare products, pet food and feed additives.

Food Ingredients also includes savory solutions (such as spices, marinades, and mixtures) and inclusion products (such as products combining flavorings with fruit, vegetables and other natural ingredients).

We completed the divestiture of our Pharma Solutions disposal group, which included certain adjacent businesses, on May 1, 2025 and we divested our nitrocellulose business, which was within our Pharma Solutions segment, on May 9, 2025.

We divested the Pharma Solutions segment in May 2025.

We calculate comparable currency neutral numbers by translating current year transactions amounts at the exchange rates used for the corresponding prior year period and adjust prior year results to exclude businesses divested for the comparable period.

See “Non-GAAP Financial Measures” for further discussion on the comparable currency neutral measure.

As a result of the segment reorganization that occurred on January 1, 2025, goodwill related to the Nourish reporting unit was allocated between the Taste and Food Ingredients reporting units.

In accordance with ASC 350, we performed a quantitative goodwill impairment test on the former Nourish reporting unit immediately prior to the change, and separately tested goodwill for the new Taste and Food Ingredients reporting units following the reorganization.

Based on the results of the impairment testing, we determined that the carrying value of the Food Ingredients reporting unit exceeded its fair value and recorded an impairment charge of $1.153 billion.

This charge is reflected in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the year ended December 31, 2025.

Sales in 2025 of $10.890 billion decreased 5% compared to sales of $11.484 billion in 2024.

Exchange rates impact on sales was less than 1%.

Additionally, a significant portion of our sales comes from a relatively small number of large multinational customers.

In 2025, our 25 largest customers, a majority of which were multinational consumer products companies, collectively accounted for approximately 32% of our sales.

Beyond large multinational customers, our customer base continues to be diverse.

Based on fiscal-year 2025 sales, we had approximately 20,000 customers.

Approximately 69% of sales were from small and mid-sized companies.

| Restructuring and other charges | | | 70 | | | | | | 29 | | | | | | 68 | | | | | | 141 | | % | | | | (57) | | % |

| Gain on extinguishment of debt | | | (488) | | | | | | — | | | | | | — | | | | | | NMF | | | | | | NMF | | |

| Losses (Gains) on business disposals | | | 109 | | | | | | (346) | | | | | | 23 | | | | | | (132) | | % | | | | — | | % |

| Loss on assets classified as held for sale | | | 115 | | | | | | 317 | | | | | | — | | | | | | NMF | | | | | | — | | % |

| Net (loss) income | | | (359) | | | | | | 267 | | | | | | (2,587) | | | | | | (234) | | % | | | | (110) | | % |

| Effective tax rate | | | 12.9 | | % | | | | 13.3 | | % | | | | (2.7) | | % | | | | (40) | | bps | | | | NMF | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Taste | | | $ | 2,481 | | | | | $ | 2,428 | | | | | $ | 2,303 | | | | | 2 | | % | | | | 5 | | % |

| Food Ingredients | | | 3,278 | | | | | | 3,365 | | | | | | 3,692 | | | | | | (3) | | % | | | | (9) | | % |

| Health & Biosciences | | | 2,283 | | | | | | 2,203 | | | | | | 2,071 | | | | | | 4 | | % | | | | 6 | | % |

| Scent | | | 2,479 | | | | | | 2,439 | | | | | | 2,393 | | | | | | 2 | | % | | | | 2 | | % |

| Pharma Solutions | | | 369 | | | | | | 1,049 | | | | | | 1,020 | | | | | | (65) | | % | | | | 3 | | % |

2025 IN COMPARISON TO 2024

| | | | % Change in Sales - 2025 vs. 2024 | | | | | | | | | | | | | | |

| Taste | | | 2 | | % | | | | 3 | | % | | | | 4 | | % |

| Food Ingredients | | | \-3 | | % | | | | \-3 | | % | | | | \-3 | | % |

| Total | | | \-5 | | % | | | | \-5 | | % | | | | 2 | | % |

Comparable currency neutral reported performance by segment was as follows:

| | | | 2025 | | | | | | 2024 | | |

| Taste | | | $ | 2,508 | | | | | $ | 2,410 | |

Our Nourish segment consists of an innovative and broad portfolio of natural-based ingredients to enhance nutritional value, texture and functionality in a wide range of beverage, dairy, bakery, confectionery and culinary applications and consists of Ingredients and Flavors.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

We completed the divestiture of our Cosmetic Ingredients business, previously within the Scent segment, on April 2, 2024.

Our Pharma Solutions segment produces, among other things, a vast portfolio of cellulosics and seaweed-based pharmaceutical excipients, used to improve the functionality and delivery of active pharmaceutical ingredients, including controlled or modified drug release formulations, and enabling the development of more effective pharmaceutical finished dosage formulations.

Our Pharma Solutions products also serve a variety of other specialty and industrial end-uses including coatings, inks, electronics, agriculture and consumer products.

During March 2024, we entered into an agreement to sell the Pharma Solutions business disposal group, that is primarily made up of most businesses within the Company’s existing Pharma Solutions reportable segment as well as certain adjacent businesses.

During October 2024, the Company entered into an agreement to sell its nitrocellulose business, which is within the Company’s existing Pharma Solutions reportable operating segment.

Both transactions are expected to close in the second quarter of 2025.

Impact related to the Israel-Hamas War

We maintain operations in Israel and, additionally, export products to customers in Israel from operations outside the region.

We will continue to evaluate the current events and any potential impacts related to this matter, but we do not expect there to be a material impact to our Consolidated Financial Statements.

In 2024 and 2023, total sales to Israeli customers were approximately 1% of total sales.

Impact related to the Russia-Ukraine War

We maintain operations in both Russia and Ukraine and, additionally, export products to customers in Russia and Ukraine from operations outside the region.

In response to the events in Ukraine, we have limited the production and supply of ingredients in and to Russia to only those that meet the essential needs of people, including food, hygiene and medicine.

In 2024 and 2023, total sales to Russian customers were approximately 1% of total sales.

In 2024 and 2023, total sales to Ukrainian customers were both less than 1% of total sales.

We have a reserve of approximately $2 million related to expected credit losses on receivables from customers located in Russia and Ukraine.

During 2022, we also recorded a charge of $120 million related to the impairment of certain long-lived assets in Russia.

For more detailed information about risks related to the Russia-Ukraine war and the Israel-Hamas war, refer to Item 1A, “Risk Factors” – *“Supply chain disruptions, geopolitical developments, climate-change events, natural disasters, public health crises, tariffs and trade wars, and other events may adversely affect our business, our procurement of raw materials, and our development, manufacturing, distribution or sale of our products, and thus may impact our productivity, business and financial results.”*

Sales in 2024 of $11.484 billion remained flat compared to sales of $11.479 billion in 2023.

| Impairment of long-lived assets | | | — | | | | | | — | | | | | | 120 | | | | | | NMF | | | | | | (100) | | % |

| Net income (loss) | | | 247 | | | | | | (2,563) | | | | | | (1,864) | | | | | | (110) | | % | | | | 38 | | % |

| Effective tax rate | | | 11.2 | | % | | | | (1.8) | | % | | | | (14.7) | | % | | | | NMF | | | | | | NMF | | |

| Nourish | | | $ | 5,871 | | | | | $ | 6,060 | | | | | $ | 6,829 | | | | | (3) | | % | | | | (11) | | % |

| Scent | | | 2,440 | | | | | | 2,393 | | | | | | 2,301 | | | | | | 2 | | % | | | | 4 | | % |

| Nourish | | | \-3 | | % | | | | — | | % | | | | 4 | | % |

| Nourish | | | $ | 5,871 | | | | | $ | 5,816 | |

*Nourish*

On a currency neutral basis, Nourish sales remained flat in 2024 compared to the 2023 period as exchange rate variations had an unfavorable impact.

On a currency neutral basis, Scent sales increased 7% in 2024 compared to the 2023 period as exchange rate variations had an unfavorable impact.

| Nourish | | | 13 | | % | | | | 18 | | % |

| Nourish | | | $ | 824 | | | | | $ | 700 | |

| Scent | | | 518 | | | | | | 416 | | |

| Nourish | | | 14.0 | | % | | | | 12.0 | | % |

| Scent | | | 21.2 | | % | | | | 18.3 | | % |

2023 IN COMPARISON TO 2022

For a comparison of our results of operations and liquidity and capital resources for the fiscal years ended December 31, 2023 and December 31, 2022, see “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 28, 2024.

The decrease in cash flows from investing activities from 2023 to 2024 was primarily driven by lower net proceeds received from business divestitures compared to the prior year period, offset in part by decreased additions to property, plant and equipment.

For the year ended December 31, [removed: 2024,] [added: 2025,] our exposure to market risk was estimated using sensitivity analyses, which illustrate the change in the fair value of a derivative financial instrument assuming hypothetical changes in foreign exchange rates and interest rates.

These contracts, and the counterparties to which are major international financial institutions, generally involve the exchange of one currency for a second currency at a future date, have maturities not exceeding twelve months, and are marked-to-market with changes in fair value that are recorded to Other [removed: expense (income),] [added: expense,] net within our Consolidated Statements of Income (Loss) and Comprehensive [removed: Loss.][added: Income (Loss).]

Based on a hypothetical decrease or increase of 10% in the applicable balance sheet exchange rates (primarily against the U.S. dollar), the estimated fair value of our foreign currency forward contracts would change by approximately [removed: $475] [added: $199] million as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] these swaps were in a [added: net] liability position with an aggregate fair value of [removed: $90] [added: $237] million.

Based on a hypothetical decrease or increase of 10% in the value of the U.S. dollar against the Euro, the estimated fair value of our cross currency swaps would change by approximately [removed: $143] [added: $211] million.

At December 31, [removed: 2024,] [added: 2025,] the fair value of our EUR fixed rate debt was [removed: $813] [added: $935] million.

Based on a hypothetical decrease or increase of 10% in foreign exchange rates, the estimated fair value of our EUR fixed rate debt would change by approximately [removed: $90] [added: $94] million.

At December 31, [removed: 2024,] [added: 2025,] the fair value of our USD fixed rate debt was [removed: $6.338] [added: $4.053] billion.

Based on a hypothetical decrease or increase of 10% in interest rates, the estimated fair value of our [removed: US] [added: U.S.] fixed rate debt would change by approximately [removed: $634] [added: $405] million.

At December 31, 2024, the total amount of our outstanding debt subject to interest rate fluctuations was $413 million.

Based on a hypothetical decrease or increase of 1% in interest rates, our annual interest expense would change by approximately $4 million.

We are a leading creator and manufacturer of [added: products for application in] food, beverage, health & biosciences, [removed: scent] and [removed: pharma solutions and] [added: scent, as well as] complementary adjacent products, including natural health ingredients, [added: all of] which are used in a wide variety of consumer [added: and end-use] products.

Our products are sold principally to manufacturers of dairy, meat, beverages, snacks, [removed: savory, sweet,] [added: savory and sweet goods,] baked goods, grain processors and other foods, personal care products, soaps and detergents, cleaning products, perfumes, dietary supplements, food protection, infant, elderly and animal nutrition, functional food, [removed: pharmaceutical] and oral care products.

As a result, we hold global leadership positions in the Food & Beverage, Home & Personal Care and Health & Wellness markets, and across key Tastes, Textures, Scents, Nutrition, Enzymes, Cultures, Soy [removed: Proteins, Pharmaceutical Excipients] [added: Proteins] and Probiotics [removed: categories.][added: categories, among others.]

Sales in [removed: 2024] [added: 2025] were [removed: $11.484] [added: $10.890] billion.

Our business is geographically diverse, with sales in the U.S. representing approximately 28% of sales in [removed: 2024.][added: 2025.]

In [removed: 2024,] [added: 2025,] no customer accounted for 10% or more of sales.

[removed: *Ingredients* include] [added: Our Food Ingredients segment consists of] a diversified portfolio across [removed: natural] [added: natural, artificial] and plant-based specialty food ingredients [removed: derived from herbs and plants] that provide [removed: texturizing solutions used in the food industry, food protection] [added: functional properties] solutions [removed: used in] [added: for] food and beverage products, as well as specialty soy and pea protein with value-added formulations, emulsifiers and sweeteners.

[added: Food] Ingredients also includes savory solutions (such as spices, marinades, [added: and] mixtures) and inclusion products (such as products combining flavorings with fruit, vegetables and other natural [removed: ingredients), formerly part of *Food Designs.* During the fourth quarter of 2022, we announced our entry into an agreement to sell a portion of the Savory Solutions business and completed the divestiture on May 31, 2023.][added: ingredients).]

[removed: *Flavors* include] [added: Our Taste segment consists of the development and production of] a range of flavor compounds and natural taste solutions that are ultimately used by our customers in [added: a diverse variety of products, including] savory products (soups, sauces, meat, fish, poultry, snacks, etc.), beverages (juice drinks, carbonated or flavored beverages, spirits, etc.), sweets (bakery products, candy, cereal, chewing gum, etc.), and dairy products (yogurt, ice cream, cheese, etc.).

[removed: Flavors] [added: Taste] also [removed: include] [added: includes] value-added spices and seasoning ingredients for meat, food service, convenience, alternative protein and culinary products.

Among many other applications, [removed: this biotechnology-driven] [added: our] portfolio includes cultures for use in fermented foods such as yogurt, cheese and fermented beverages, probiotic strains, [removed: many with documented clinical health claims for use as dietary supplements and through industrial fermentation the production of enzymes and microorganisms that provide product and process performance benefits to] household detergents, animal feed, ethanol production and brewing.

Health & Biosciences is comprised of Health, [removed: Cultures &] Food [removed: Enzymes,] [added: Biosciences,] Home & Personal Care, Animal Nutrition and Grain Processing.

[removed: *Cultures & Food Enzymes*] [added: *Food Biosciences*] provides products that aim to serve the global demand for healthy, natural, clean label and fermented food for fresh dairy, cheese, bakery and brewing products.

Consumer insights, science and creativity are at the heart of our Scent business, [removed: and,] along with our unique portfolio of natural and synthetic ingredients, global footprint, innovative technologies and know-how, and customer [removed: intimacy, we believe make us a market leader in scent products.][added: intimacy.]

Our [removed: excipients are] [added: former Pharma Solutions segment produced, among other things, a vast portfolio of cellulosics and seaweed-based pharmaceutical excipients,] used in prescription and over-the-counter pharmaceuticals and dietary supplements.

[removed: As previously announced in 2024, starting] [added: Effective] January 1, 2025, our [added: former] Nourish segment [removed: has been separated] [added: was restructured] into two newly [removed: named business units,] [added: designated operating segments:] Taste and Food Ingredients.

[removed: starting in] [added: During] the [removed: first quarter of] [added: year ended December 31,] 2025, our business [removed: segments will consist] [added: consisted] of [added: five segments:] Taste, Food Ingredients, Health & Biosciences, [removed: Scent,] [added: Scent] and, until the completion of the [removed: sale] [added: divestitures] of [added: both] the Pharma Solutions [removed: business] [added: and Nitrocellulose] disposal [removed: group,] [added: groups in May 2025,] Pharma Solutions.

The markets in which we [removed: compete] [added: operate] require constant innovation to remain competitive.

Consumer preferences tend to drive change in our markets, and as science [removed: evolves] [added: advances] and sustainability continues to be [removed: a key] [added: an important] factor to customers and consumers, we [removed: must] continue to strengthen our [added: consumer insights and] research and development [removed: platforms and adapt our capabilities to provide differentiated products.][added: platforms.]

[removed: By developing] [added: Through our consumer insight programs, we develop] a deep understanding of what consumers [removed: value and prefer through our consumer insight programs, we are better able] [added: value, enabling us] to focus our [removed: research and development] [added: research, development,] and creative [removed: efforts.][added: efforts effectively.]

Our consumer science, [removed: insight] [added: insights,] and marketing teams interpret trends, monitor product launches, analyze quantitative market [removed: data] [added: data,] and conduct numerous consumer interviews annually.

[removed: Based on] [added: Leveraging] this information, we [removed: develop innovative and] [added: design] proprietary programs to evaluate potential products [removed: that enable us to understand] [added: and uncover] the emotional connections between [removed: a prospective product] [added: consumers] and [removed: the consumer.][added: prospective offerings.]

[removed: We believe this] [added: This] ability to [removed: pinpoint the likelihood of a product’s] [added: predict product] success [removed: translates into stronger] [added: enhances] brand equity, [removed: resulting in increased returns and greater] [added: drives] market share [removed: gains] [added: growth, and delivers greater returns] for [added: both] our customers [removed: as well as for] [added: and] IFF.

We have strong product and application development pipelines built upon a global network [removed: that includes] [added: of] research and development, as well as regulatory and product stewardship capabilities.

We [removed: focus and] invest substantial resources in the research and development of new and innovative molecules, compounds, formulations and technologies and the application of these to our customers’ products.

[removed: Using the knowledge gained from] [added: Guided by] our consumer insights programs and business unit [removed: needs,] [added: priorities,] we strategically [removed: focus] [added: align] our resources around key research and development platforms that address or anticipate consumer [removed: needs or preferences.][added: needs.]

[removed: Our innovation-based] [added: These] platforms [removed: are aligned with key consumer insight-led] [added: reflect] growth [removed: themes:] [added: themes driven by consumer insights, such as] improving home and personal care, empowering wellbeing and healthy lives, transforming food systems and accelerating climate solutions.

As of December 31, [removed: 2024,] [added: 2025,] we have [removed: 894] [added: 849] granted U.S. patents, and [removed: 458] [added: 451] pending U.S. patent applications, as well as thousands of other granted patents and pending patent applications around the world.

We have developed [removed: many] unique molecules and delivery systems for our customers that [removed: are used] [added: serve] as the foundations of successful products around the world.

As of December 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 3,400] [added: 3,000] people globally in research and development activities (including innovation, creation and design activities).

Through our global network of creative centers and application laboratories, we [removed: create or adapt] [added: transform] the [removed: basic Nourish,] [added: Taste,] Health & Biosciences, Scent and [added: Food Ingredients (and, prior to its disposition,] Pharma [removed: Solutions] [added: Solutions)] products that we have developed in the research and development process [removed: to commercialize] [added: into commercially viable solutions] for [removed: use in] our [removed: customers’ consumer products.][added: customers.]

Our product development team [removed: works in partnership] [added: partners] with our scientists and researchers to optimize [removed: the] consumer appeal and relevance of our [added: product] offerings.

Most of our formulas are treated as trade secrets and remain [removed: our] proprietary assets.

[removed: In connection with the manufacture of our products, we use] [added: Our products rely on both] natural and synthetic ingredients.

As of December 31, [removed: 2024,] [added: 2025,] we [removed: purchased] [added: sourced] approximately 20,000 different raw materials [removed: sourced] from [removed: an extensive] [added: a broad] network of domestic and international suppliers and distributors.

[removed: They] [added: These materials] contain [removed: varying numbers of] [added: diverse] organic chemicals that are responsible for the fragrance, flavor, antioxidant properties and [removed: nutrition of the natural products.][added: nutritional value.]

[removed: Natural] [added: We purchase natural] products [removed: are purchased] directly from farms or in processed and semi-processed forms.

Natural products, [removed: together] [added: combined] with various chemicals, [removed: are] also [removed: used] [added: serve] as raw materials for the manufacture of synthetic ingredients [removed: by] [added: through] chemical processes.

[removed: In order to] [added: To] ensure [removed: our] [added: a reliable] supply of raw materials, achieve favorable pricing and provide timely [removed: transparency regarding inflationary trends] [added: pricing information] to our customers, we continue to focus on:

- [removed: purchasing under contract] [added: negotiating contracts] with fixed or formula-based pricing for [removed: set time periods;][added: defined periods]

Our products are sold principally to manufacturers of dairy, meat, beverages, snacks, savory, sweet, baked goods, grain processors and other foods, personal care products, soaps and detergents, cleaning products, perfumes, dietary supplements, food protection, infant, elderly and animal nutrition, functional food, bio-fuel, and oral care products.

Taste

Food Ingredients

We completed the divestiture of our Pharma Solutions disposal group, which included certain adjacent businesses, on May 1, 2025 and we divested our nitrocellulose business, which was within our Pharma Solutions segment, on May 9, 2025.

Innovation begins with understanding the consumer and anticipating emerging industry trends.

By aligning our capabilities with these platforms, we ensure the proper support for each initiative, enabling successful commercialization of our products.

These centers, in collaboration with our global research and development network, drive:

Our creative teams, composed of marketing, consumer science, insights, and technical experts collaborate closely with customers to deliver experiences that meet consumer expectations in markets around the world.

New product development is driven by customer requests for specific solutions or IFF internal initiatives informed by consumer insights.

This collaborative process ensures offerings are refined and ready for integration into final consumer products.

Beyond creating new products, our teams advise customers on improving existing formulations, whether by substituting ingredients for cost efficiency, enhancing yield, or improving functionality.

These efforts often result in stronger value propositions for our customers.

Some are used as-is, while others undergo additional processing.

- building strategic supplier relationships to access critical materials

- reducing formulation complexity

- evaluating make-versus-buy decisions for ingredients

- sourcing locally through in-country procurement professionals

Our approach to sustainability is rooted in our Company’s purpose statement and our ongoing commitment to ‘Do More Good’ for people and planet.

Through this commitment, we focus on the interconnected pillars of conscious sourcing, partnerships of impact, intentional innovation and operating for the future.

For example, we were recognized in 2025 by EcoVadis, receiving a Gold sustainability rating that places our Company among the top five percent of companies assessed.

These requirements have become increasingly stringent in recent years, impacting both existing and new products, and compliance with these standards can result in high capital expenditures, which may be significant in certain periods.

In addition to product-specific regulations, we are subject to health, workplace safety, and environmental standards at both local and international levels.

Our manufacturing facilities worldwide must comply with environmental regulations governing air emissions, wastewater discharge, hazardous material usage, waste disposal, and remediation of existing contamination.

We continue to invest in our workforce, culture and leadership and development programs to support employee engagement and performance.

Information on, or accessible through, our website is not incorporated by reference into this Form 10-K.

and Health, formerly Danisco from 2001 to 2013.

As of December 31, 2024, our business consisted of four segments: Nourish, Health & Biosciences, Scent and Pharma Solutions.

Nourish

As a leading creator of ingredients and solutions, we help our customers deliver on the promise of healthy and delicious foods and drinks that appeal to consumers.

We create products in our regional creative centers which allows us to satisfy local customer preferences, while also helping to ensure regulatory compliance and production standards.

We develop thousands of different Nourish offerings, most of which are tailor-made, and we continually develop new ingredients and solutions to meet changing consumer preferences and customer needs.

Our Nourish segment consists of an innovative and broad portfolio of natural-based ingredients to enhance nutritional value, texture and functionality in a wide range of beverage, dairy, bakery, confectionery and culinary applications and consists of Ingredients and Flavors.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

We completed the divestiture of our Cosmetic Ingredients business, previously within the Scent segment, on April 2, 2024.

Our perfumers harness creativity and leverage our innovative captive molecules, sustainable natural ingredients obtained with innovative processes, biotech ingredients, data science, and consumer insights to create unique and inspiring fragrances driving consumer preferences.

We completed the divestiture of our Flavor Specialty Ingredients business on August 1, 2023.

The Flavor Specialty Ingredients business previously comprised of natural flavor extracts, specialty botanical extracts, distillates, essential oils, citrus products, aroma chemicals and natural gums and resins, which are used for food, beverage and flavors, and are often sold directly to food and beverage manufacturers who use them in producing consumer products.

Our Pharma Solutions segment produces, among other things, a vast portfolio of cellulosics and seaweed-based pharmaceutical excipients, used to improve the functionality and delivery of active pharmaceutical ingredients, including controlled or modified drug release formulations, and enabling the development of more effective pharmaceutical finished dosage formulations.

Our Pharma Solutions products also serve a variety of other specialty and industrial end-uses including coatings, inks, electronics, agriculture and consumer products.

During March 2024, we entered into an agreement to sell the Pharma Solutions business disposal group, that is primarily made up of most businesses within the Company’s existing Pharma Solutions reportable segment as well as certain adjacent businesses.

During October 2024, the Company entered into an agreement to sell its nitrocellulose business, which is within the Company’s existing Pharma Solutions reportable operating segment.

Both transactions are expected to close in the second quarter of 2025.

Organization in 2025

With small additional adjustments, our Flavors business, formerly part of Nourish, has been renamed Taste, and our Ingredients business, formerly part of Nourish, has been renamed Food Ingredients.

Thus,

We believe that the first step to creating an innovative and unique product experience begins with gaining insight into the consumer and emerging industry trends.

By aligning our capabilities and resources to these platforms, we ensure the proper support and focus for each program so that our products can be further developed and eventually accepted for commercial application.

At those locations, our scientists and application engineers, while collaborating with our other research and development centers around the world, support the:

Our global creative teams consist of marketing, consumer science, consumer insights and technical application experts, from a wide range of cultures and nationalities.

In close partnership with our customers’ product development groups, our creative teams create the experiences that our customers are seeking in order to satisfy consumer demands in each of their respective markets.

New product development is driven by a variety of sources including requests from our customers, who are in need of specific products for use in a new or modified consumer product, or as a result of internal initiatives stemming from our

consumer insights program.

We use a collaborative process between our researchers, our product development team and our customers to perfect our offerings so they are ready to be included in the final consumer product.

In addition to creating new products, our researchers and product development teams advise customers on ways to improve their existing products by moderating or substituting current ingredients with more readily accessible or less expensive materials enhancing their yield, or helping to increase or improve functionality of their formulations.

This often results in creating a better value proposition for our customers.

We strive to provide our customers with consistent and quality products on a timely and cost-effective basis by managing all aspects of the supply chain, from raw material sourcing through manufacturing, quality assurance, regulatory compliance and distribution.

Some natural products are used in compounds in the state in which they are obtained and others are used after further processing.

- entering into supplier relationships to gain access to supplies we would not otherwise have;

- reducing the complexity of our formulations;

- evaluating the profitability of whether to buy or make an ingredient;

- sourcing from local countries with our own procurement professionals; and

Our supply chain initiatives are focused on increasing capacity and investing in key technologies.

Within our more mature markets, we tend to focus on consolidation and cost optimization as well as the implementation of new technologies.

In addition to our own manufacturing facilities, we develop relationships with third parties, including contract manufacturing organizations, that expand our access to the technologies, capabilities and capacity that we need to better serve our customers.

Supported by a set of ambitious 2030 goals, the Plan

comprises four interconnected pillars that capture the areas where we believe we can have the greatest positive impact: Sustainable Solutions, Climate & Planetary Health, Equity & Wellbeing, Transparency & Accountability.

The Company’s material legal proceedings are described in Part II, Item 8 of this Form 10-K in the Notes to Consolidated Financial Statements in Note 21, “Commitments and Contingencies” under the heading “Litigation.” For more detailed information about risks related to legal proceedings, refer to Item 1A, “Risk Factors” – *“Our results of operations may be negatively impacted by the outcome [removed: of*][added: of uncertainties related to legal claims, disputes, investigations and litigation, including the ongoing antitrust and competition investigations and related class action lawsuits.”*]

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

*uncertainties related to legal claims, disputes, investigations and litigation, including the ongoing antitrust and competition investigations and related class action lawsuits.”*

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting stock held by non-affiliates of the Registrant was [removed: $24,341,101,827] [added: $18,848,336,277] as of June 30, [removed: 2024.][added: 2025.]

As of February [removed: 24, 2025,] [added: 20, 2026,] there were [removed: 255,714,083] [added: 255,477,487] shares of the registrant’s common stock, par value 12 1/2¢ per share, outstanding.

Portions of the registrant’s proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders (the “IFF [removed: 2025] [added: 2026] Proxy Statement”) are incorporated by reference in Part III of this Form 10-K.

| ITEM 1. | | | [removed: [Business](#i06ac92627cbd444ca13cabc4422d9903_13)] [added: [Business](#i5239245a6bb24ffbb6af4395e0b30886_13)] | | | [removed: [3](#i06ac92627cbd444ca13cabc4422d9903_13)] [added: [3](#i5239245a6bb24ffbb6af4395e0b30886_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i06ac92627cbd444ca13cabc4422d9903_16)] [added: Factors](#i5239245a6bb24ffbb6af4395e0b30886_16)] | | | [removed: [11](#i06ac92627cbd444ca13cabc4422d9903_16)] [added: [10](#i5239245a6bb24ffbb6af4395e0b30886_16)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i06ac92627cbd444ca13cabc4422d9903_19)] [added: Comments](#i5239245a6bb24ffbb6af4395e0b30886_19)] | | | [removed: [28](#i06ac92627cbd444ca13cabc4422d9903_19)] [added: [21](#i5239245a6bb24ffbb6af4395e0b30886_19)] | | |

| ITEM 1C. | | | [removed: [Cybersecurity](#i06ac92627cbd444ca13cabc4422d9903_22)] [added: [Cybersecurity](#i5239245a6bb24ffbb6af4395e0b30886_22)] | | | [removed: [28](#i06ac92627cbd444ca13cabc4422d9903_22)] [added: [21](#i5239245a6bb24ffbb6af4395e0b30886_22)] | | |

| ITEM 2. | | | [removed: [Properties](#i06ac92627cbd444ca13cabc4422d9903_25)] [added: [Properties](#i5239245a6bb24ffbb6af4395e0b30886_25)] | | | [removed: [30](#i06ac92627cbd444ca13cabc4422d9903_25)] [added: [23](#i5239245a6bb24ffbb6af4395e0b30886_25)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i06ac92627cbd444ca13cabc4422d9903_28)] [added: Proceedings](#i5239245a6bb24ffbb6af4395e0b30886_28)] | | | [removed: [30](#i06ac92627cbd444ca13cabc4422d9903_28)] [added: [23](#i5239245a6bb24ffbb6af4395e0b30886_28)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i06ac92627cbd444ca13cabc4422d9903_31)] [added: Disclosures](#i5239245a6bb24ffbb6af4395e0b30886_31)] | | | [removed: [31](#i06ac92627cbd444ca13cabc4422d9903_31)] [added: [23](#i5239245a6bb24ffbb6af4395e0b30886_31)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i06ac92627cbd444ca13cabc4422d9903_37)] [added: Securities](#i5239245a6bb24ffbb6af4395e0b30886_37)] | | | [removed: [31](#i06ac92627cbd444ca13cabc4422d9903_37)] [added: [23](#i5239245a6bb24ffbb6af4395e0b30886_37)] | | |

| ITEM 6. | | | [removed: [\[Reserved\]](#i06ac92627cbd444ca13cabc4422d9903_40)] [added: [\[Reserved\]](#i5239245a6bb24ffbb6af4395e0b30886_40)] | | | [removed: [32](#i06ac92627cbd444ca13cabc4422d9903_40)] [added: [24](#i5239245a6bb24ffbb6af4395e0b30886_40)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i06ac92627cbd444ca13cabc4422d9903_43)] [added: Operations](#i5239245a6bb24ffbb6af4395e0b30886_43)] | | | [removed: [32](#i06ac92627cbd444ca13cabc4422d9903_43)] [added: [24](#i5239245a6bb24ffbb6af4395e0b30886_43)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i06ac92627cbd444ca13cabc4422d9903_61)] [added: Risk](#i5239245a6bb24ffbb6af4395e0b30886_61)] | | | [removed: [48](#i06ac92627cbd444ca13cabc4422d9903_61)] [added: [43](#i5239245a6bb24ffbb6af4395e0b30886_61)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i06ac92627cbd444ca13cabc4422d9903_64)] [added: Data](#i5239245a6bb24ffbb6af4395e0b30886_64)] | | | [removed: [48](#i06ac92627cbd444ca13cabc4422d9903_64)] [added: [44](#i5239245a6bb24ffbb6af4395e0b30886_64)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i06ac92627cbd444ca13cabc4422d9903_67)] [added: Disclosure](#i5239245a6bb24ffbb6af4395e0b30886_67)] | | | [removed: [48](#i06ac92627cbd444ca13cabc4422d9903_67)] [added: [44](#i5239245a6bb24ffbb6af4395e0b30886_67)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i06ac92627cbd444ca13cabc4422d9903_70)] [added: Procedures](#i5239245a6bb24ffbb6af4395e0b30886_70)] | | | [removed: [49](#i06ac92627cbd444ca13cabc4422d9903_70)] [added: [44](#i5239245a6bb24ffbb6af4395e0b30886_70)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i06ac92627cbd444ca13cabc4422d9903_73)] [added: Information](#i5239245a6bb24ffbb6af4395e0b30886_73)] | | | [removed: [49](#i06ac92627cbd444ca13cabc4422d9903_73)] [added: [44](#i5239245a6bb24ffbb6af4395e0b30886_73)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i06ac92627cbd444ca13cabc4422d9903_76)] [added: Inspections](#i5239245a6bb24ffbb6af4395e0b30886_76)] | | | [removed: [49](#i06ac92627cbd444ca13cabc4422d9903_76)] [added: [45](#i5239245a6bb24ffbb6af4395e0b30886_76)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i06ac92627cbd444ca13cabc4422d9903_82)] [added: Governance](#i5239245a6bb24ffbb6af4395e0b30886_82)] | | | [removed: [49](#i06ac92627cbd444ca13cabc4422d9903_82)] [added: [45](#i5239245a6bb24ffbb6af4395e0b30886_82)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i06ac92627cbd444ca13cabc4422d9903_85)] [added: Compensation](#i5239245a6bb24ffbb6af4395e0b30886_85)] | | | [removed: [50](#i06ac92627cbd444ca13cabc4422d9903_85)] [added: [45](#i5239245a6bb24ffbb6af4395e0b30886_85)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i06ac92627cbd444ca13cabc4422d9903_88)] [added: Matters](#i5239245a6bb24ffbb6af4395e0b30886_88)] | | | [removed: [50](#i06ac92627cbd444ca13cabc4422d9903_88)] [added: [45](#i5239245a6bb24ffbb6af4395e0b30886_88)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i06ac92627cbd444ca13cabc4422d9903_91)] [added: Independence](#i5239245a6bb24ffbb6af4395e0b30886_91)] | | | [removed: [50](#i06ac92627cbd444ca13cabc4422d9903_91)] [added: [45](#i5239245a6bb24ffbb6af4395e0b30886_91)] | | |

| ITEM 14. | | | [Principal Accountant Fees and [removed: Services](#i06ac92627cbd444ca13cabc4422d9903_94)] [added: Services](#i5239245a6bb24ffbb6af4395e0b30886_94)] | | | [removed: [50](#i06ac92627cbd444ca13cabc4422d9903_94)] [added: [45](#i5239245a6bb24ffbb6af4395e0b30886_94)] | | |

| ITEM 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i06ac92627cbd444ca13cabc4422d9903_100)] [added: Schedules](#i5239245a6bb24ffbb6af4395e0b30886_100)] | | | [removed: [50](#i06ac92627cbd444ca13cabc4422d9903_100)] [added: [45](#i5239245a6bb24ffbb6af4395e0b30886_100)] | | |

| ITEM 16. | | | [Form 10-K [removed: Summary](#i06ac92627cbd444ca13cabc4422d9903_226)] [added: Summary](#i5239245a6bb24ffbb6af4395e0b30886_235)] | | | [removed: [113](#i06ac92627cbd444ca13cabc4422d9903_226)] [added: [116](#i5239245a6bb24ffbb6af4395e0b30886_235)] | | |

| [SIGNATURES](#i5239245a6bb24ffbb6af4395e0b30886_238) | | | | | | [117](#i5239245a6bb24ffbb6af4395e0b30886_238) | | |

| [SIGNATURES](#i06ac92627cbd444ca13cabc4422d9903_229) | | | | | | [114](#i06ac92627cbd444ca13cabc4422d9903_229) | | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

Based on industry baselines and discussions throughout our membership in various global InfoSec communities, we believe that these preventative actions [removed: provide adequate measures] [added: are designed to reduce cybersecurity risk and the likelihood and impact] of [removed: protection against] [added: potential] information security [removed: breaches/incidents and reduce our cybersecurity risks.][added: incidents.]

In addition, our Enterprise Risk Management (“ERM”) program is designed to identify and assess our global risks and to develop steps to mitigate and manage risks.

As part of our risk management practices, we, under the direction and ownership of the Executive Leadership Team, have established risk champions and ambassadors throughout the organization to identify,

assess, map, and mitigate these exposures on a regular basis in discussion with functional risk owners.

The Board receives regular reports on the ERM process and the risk mitigation activities, including reports focused on compliance, human capital, cybersecurity, and sustainability risks.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

In addition, our Enterprise Risk Management (“ERM”) program considers cybersecurity risks alongside other company risks.

Our enterprise risk professionals consult with cross-organizational leaders to gather information necessary to identify cybersecurity risks, evaluate their likelihood and severity, identify necessary mitigations and assess the potential impact of those mitigations on residual risk.

Our ERM Committee, chaired by the Chief Financial Officer (“CFO”) and General Counsel (“GC”), and comprised of senior leaders representing each risk domain, integrates global risks, including cybersecurity and compliance, to ensure appropriate prioritization of resources and alignment across the Company.

The ERM Committee meets with our Executive Leadership Team and presents at least annually to our Board of Directors on the ERM process and on our risk mitigation actions, including providing reporting focused on compliance and cybersecurity risks.

Our principal owned and leased properties, as of December 31, [removed: 2024,] [added: 2025,] are as follows:

| | | | Europe, Africa & the Middle East | | | | | | | | | | | | North America | | | | | | | | | | | | Greater Asia | | | | | | | | | | | | Latin America | | | | | | | | | [added: | | | Total | | | | | | | | |]

| | | | Owned | | | | | | Leased | | | | | | Owned | | | | | | Leased | | | | | | Owned | | | | | | Leased | | | | | | Owned | | | | | | Leased | | | [added: | | | Owned | | | | | | Leased | | |]

| Plant | | | 37 | | | | | | 12 | | | | | | [removed: 16] [added: 17] | | | | | | [removed: 13] [added: 7] | | | | | | [removed: 16] [added: 19] | | | | | | [removed: 5] [added: 4] | | | | | | [removed: 12] [added: 13] | | | | | | 3 | | | [added: | | | 86 | | | | | | 26 | | |]

| Office | | | [removed: 2] [added: 1] | | | | | | [removed: 53] [added: 43] | | | | | | — | | | | | | [removed: 6] [added: 2] | | | | | | 1 | | | | | | [removed: 20] [added: 12] | | | | | | — | | | | | | [removed: 5] [added: 2] | | | [added: | | | 2 | | | | | | 59 | | |]

| Laboratory | | | 3 | | | | | | [removed: 13] [added: 16] | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 7] [added: 11] | | | | | | [removed: —] [added: 2] | | | | | | [removed: 12] [added: 19] | | | | | | [removed: —] [added: 1] | | | | | | [removed: 2] [added: 6] | | | [added: | | | 8 | | | | | | 52 | | |]

| Warehouse | | | 2 | | | | | | [removed: 14] [added: 15] | | | | | | — | | | | | | [removed: 9] [added: 7] | | | | | | — | | | | | | [added: 3 | | | | | | 1 | | | | | |] 4 | | | | | | [removed: 2] [added: 3] | | | | | | [removed: 7] [added: 29] | | |

| Other | | | [removed: 10] [added: 7] | | | | | | [removed: 5] [added: 1] | | | | | | — | | | | | | [removed: 6] [added: 4] | | | | | | [removed: 10] [added: 7] | | | | | | [removed: 8] [added: 2] | | | | | | [removed: 3] [added: 2] | | | | | | [removed: 2] [added: 1] | | | [added: | | | 16 | | | | | | 8 | | |]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 50 | | | | | | 87 | | | | | | 19 | | | | | | 31 | | | | | | 29 | | | | | | 40 | | | | | | 17 | | | | | | 16 | | | | | | 115 | | | | | | 174 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 54 | | | | | | 97 | | | | | | 17 | | | | | | 41 | | | | | | 27 | | | | | | 49 | | | | | | 17 | | | | | | 19 | | |

| Title of Class | | | | | | Number of shareholders of record as of February [removed: 24, 2025] [added: 20, 2026] | | |

| Common stock, par value 12 1/2¢ per share | | | | | | [removed: 2,993] [added: 2,766] | | |

The following information summarizes information with respect to the Company’s purchase of its common stock during the year ended December 31, 2025, reported on a settlement date basis.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced plans or programs(1) | | | | | | Approximate dollar value of shares that may yet be purchased under the plans or programs(1) (Dollars in Millions) | | |

| October 1-31, 2025 | | | 210,002 | | | | | | $ | 62.83 | | | | | 210,002 | | | | | | $ | 487 | |

| November 1-30, 2025 | | | 174,872 | | | | | | 65.17 | | | | | | 174,872 | | | | | | 475 | | |

| December 1-31, 2025 | | | 199,041 | | | | | | 66.29 | | | | | | 199,041 | | | | | | 462 | | |

| Total | | | 583,915 | | | | | | $ | 64.71 | | | | | 583,915 | | | | | | $ | 462 | |

(1)As announced on August 5, 2025, our Board of Directors authorized a repurchase plan of up to $500 million of common stock.

The program began on October 1, 2025 and does not have a specified term of termination date.

Subject to market conditions, we expect to repurchase all shares under this authorization, in open market or privately negotiated transactions, including pursuant to Rule 10b5-1 under the Exchange Act, and in block trades, or a combination of the foregoing.

None.

Performance Graph.

The following graph compares a shareholder’s cumulative total return for the last five fiscal years as if such amounts had been invested in: (i) our common stock; (ii) the stocks included in the S&P 500 Index; (iii) the stocks included in the S&P 500 Consumer Staples Index; and (iv) the stocks included in the S&P 500 Specialty Chemicals Index.

The graph is based on historical stock prices and measures total shareholder return, which takes into account both changes in stock price and dividends.

The total return assumes that dividends were reinvested daily and is based on a $100 investment on December 31, 2019.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)


SOURCE: S&P Capital IQ

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Year-end Data | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | |

| International Flavors & Fragrances | | | $ | 100.00 | | $ | 86.66 | | $ | 122.67 | | $ | 87.89 | | $ | 70.78 | | $ | 75.21 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 118.40 | | $ | 152.39 | | $ | 124.79 | | $ | 157.59 | | $ | 197.02 | |

| S&P 500 Consumer Staples Index | | | $ | 100.00 | | $ | 110.75 | | $ | 131.38 | | $ | 130.57 | | $ | 131.24 | | $ | 150.76 | |

| S&P 500 Specialty Chemicals Index | | | $ | 100.00 | | $ | 117.17 | | $ | 151.20 | | $ | 109.69 | | $ | 127.39 | | $ | 125.91 | |

See index to Consolidated Financial Statements on page [removed: [50](#i06ac92627cbd444ca13cabc4422d9903_97).][added: [45](#i5239245a6bb24ffbb6af4395e0b30886_97).]

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment, management determined that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] as stated in their report which is included herein.

During the year ended December 31, [removed: 2024,] [added: 2025,] none of our directors or [removed: executive] [added: Section 16] officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “10b5-1 trading arrangement”) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Non-Rule 10b-1 Plans are not permitted as per our Insider Trading Policy.

Updates to Preliminary Financial Results

On February 11, 2026, we issued a press release announcing unaudited financial results for the quarter and year ended December 31, 2025, which was furnished on a Current Report on Form 8-K on February 11, 2026, and we presented, via webcast, a supplemental earnings presentation setting forth such results, or collectively, the Earnings Materials.

Subsequent to the date of presenting our Earnings Materials, we recorded immaterial adjustments to the fourth quarter and full year of 2025 results, primarily related to a correction of tax expense on business disposals during the second quarter of 2025.

See Note 1 and Note 22 to the Consolidated Financial Statements within Item 8 of this Form 10-K for more information.

The information relating to directors and nominees of the Company is set forth in the IFF [removed: 2025] [added: 2026] Proxy Statement and is incorporated by reference herein.

The information relating to Section 16(a) beneficial ownership reporting compliance that appears in the IFF [removed: 2025] [added: 2026] Proxy Statement is also incorporated by reference herein.

The information regarding the Company’s Audit Committee and its designated audit committee financial experts is set forth in the IFF [removed: 2025] [added: 2026] Proxy Statement and such information is incorporated by reference herein.

The information concerning procedures by which shareholders may recommend director nominees is set forth in the IFF [removed: 2025] [added: 2026] Proxy Statement and such information is incorporated by reference herein.

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

The items required by Part III, Item 11 are incorporated herein by reference from the IFF [removed: 2025] [added: 2026] Proxy Statement to be filed on or before April [removed: 29, 2025,] [added: 30, 2026,] except as to information required pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.

The items required by Part III, Item 12 are incorporated herein by reference from the IFF [removed: 2025] [added: 2026] Proxy Statement to be filed on or before April [removed: 29, 2025.][added: 30, 2026.]

The items required by Part III, Item 13 are incorporated herein by reference from the IFF [removed: 2025] [added: 2026] Proxy Statement to be filed on or before April [removed: 29, 2025.][added: 30, 2026.]

The items required by Part III, Item 14 are incorporated herein by reference from the IFF [removed: 2025] [added: 2026] Proxy Statement to be filed on or before April [removed: 29, 2025.][added: 30, 2026.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i06ac92627cbd444ca13cabc4422d9903_103)] [added: Firm](#i5239245a6bb24ffbb6af4395e0b30886_103)] (PCAOB ID: 238) | | | [removed: [52](#i06ac92627cbd444ca13cabc4422d9903_103)] [added: [47](#i5239245a6bb24ffbb6af4395e0b30886_103)] | | |

| [Consolidated Statements of Income (Loss) and [removed: Comprehensive Loss for] [added: Comprehensive](#i5239245a6bb24ffbb6af4395e0b30886_106) [Income (](#i5239245a6bb24ffbb6af4395e0b30886_106)[Loss](#i5239245a6bb24ffbb6af4395e0b30886_106)[)](#i5239245a6bb24ffbb6af4395e0b30886_106) [for] the years ended December 31, [removed: 2024, 2023 and 2022](#i06ac92627cbd444ca13cabc4422d9903_106)] [added: 202](#i5239245a6bb24ffbb6af4395e0b30886_106)[5](#i5239245a6bb24ffbb6af4395e0b30886_106)[, 202](#i5239245a6bb24ffbb6af4395e0b30886_106)[4](#i5239245a6bb24ffbb6af4395e0b30886_106) [and 20](#i5239245a6bb24ffbb6af4395e0b30886_106)[23](#i5239245a6bb24ffbb6af4395e0b30886_106)] | | | [removed: [54](#i06ac92627cbd444ca13cabc4422d9903_106)] [added: [50](#i5239245a6bb24ffbb6af4395e0b30886_106)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2024 and 2023](#i06ac92627cbd444ca13cabc4422d9903_109)] [added: 202](#i5239245a6bb24ffbb6af4395e0b30886_109)[5](#i5239245a6bb24ffbb6af4395e0b30886_109) [and 20](#i5239245a6bb24ffbb6af4395e0b30886_109)[24](#i5239245a6bb24ffbb6af4395e0b30886_109)] | | | [removed: [55](#i06ac92627cbd444ca13cabc4422d9903_109)] [added: [51](#i5239245a6bb24ffbb6af4395e0b30886_109)] | | |

| [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 2024, 2023 and 2022](#i06ac92627cbd444ca13cabc4422d9903_115)] [added: 202](#i5239245a6bb24ffbb6af4395e0b30886_112)[5](#i5239245a6bb24ffbb6af4395e0b30886_112)[, 202](#i5239245a6bb24ffbb6af4395e0b30886_112)[4](#i5239245a6bb24ffbb6af4395e0b30886_112) [and 20](#i5239245a6bb24ffbb6af4395e0b30886_112)[23](#i5239245a6bb24ffbb6af4395e0b30886_112)] | | | [removed: [56](#i06ac92627cbd444ca13cabc4422d9903_115)] [added: [52](#i5239245a6bb24ffbb6af4395e0b30886_112)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023 and 2022](#i06ac92627cbd444ca13cabc4422d9903_112)] [added: 202](#i5239245a6bb24ffbb6af4395e0b30886_118)[5](#i5239245a6bb24ffbb6af4395e0b30886_118)[, 202](#i5239245a6bb24ffbb6af4395e0b30886_118)[4](#i5239245a6bb24ffbb6af4395e0b30886_118) [and 20](#i5239245a6bb24ffbb6af4395e0b30886_118)[23](#i5239245a6bb24ffbb6af4395e0b30886_118)] | | | [removed: [57](#i06ac92627cbd444ca13cabc4422d9903_112)] [added: [53](#i5239245a6bb24ffbb6af4395e0b30886_118)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i06ac92627cbd444ca13cabc4422d9903_121)] [added: Statements](#i5239245a6bb24ffbb6af4395e0b30886_121)] | | | [removed: [58](#i06ac92627cbd444ca13cabc4422d9903_121)] [added: [54](#i5239245a6bb24ffbb6af4395e0b30886_121)] | | |

| [Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, [removed: 2024, 2023 and 2022](#i06ac92627cbd444ca13cabc4422d9903_232)] [added: 202](#i5239245a6bb24ffbb6af4395e0b30886_241)[5](#i5239245a6bb24ffbb6af4395e0b30886_241)[, 202](#i5239245a6bb24ffbb6af4395e0b30886_241)[4](#i5239245a6bb24ffbb6af4395e0b30886_241) [and 20](#i5239245a6bb24ffbb6af4395e0b30886_241)[23](#i5239245a6bb24ffbb6af4395e0b30886_241)] | | | [removed: [S-1](#i06ac92627cbd444ca13cabc4422d9903_232)] [added: [S-1](#i5239245a6bb24ffbb6af4395e0b30886_241)] | | |

We have audited the accompanying consolidated balance sheets of International Flavors & Fragrances Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income (loss) and comprehensive [removed: loss,] [added: income (loss),] of shareholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters 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 [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

[removed: *Goodwill] [added: *Interim Goodwill] Impairment Assessments [removed: — Nourish] [added: of the Taste] and [added: Food Ingredients Reporting Units and Annual Goodwill Impairment Assessment of the] Health & Biosciences Reporting [removed: Units*][added: Unit*]

As described in Notes 1 and 12 to the consolidated financial statements, the Company’s goodwill balance was [removed: $9.080] [added: $8.269] billion as of December 31, [removed: 2024] [added: 2025,] and the goodwill related to the [removed: Nourish] [added: Taste, Food Ingredients,] and Health & Biosciences [removed: reportable segments] [added: reporting units] was [removed: $3.320 billion] [added: $2.296 billion, $0,] and [removed: $4.295] [added: $4.465] billion, respectively.

Management tests goodwill for impairment at the reporting unit level as of November 30 every year or more [removed: frequently] [added: frequently,] if events or changes in circumstances indicate [removed: the asset] [added: it] might be impaired.

[removed: Management] [added: The Company] assessed the fair value of the reporting units using an income [removed: approach.][added: approach for all impairment assessments performed.]

Under the income approach, [removed: management] [added: the Company] determined the fair value [added: of the reporting units] by using a discounted cash flow method at a rate of return that reflects the relative risk of the projected future cash flows of each reporting unit, as well as a terminal value.

[removed: Key estimates] [added: Estimates] and assumptions include revenue growth rates, gross margins, adjusted operating [removed: EBITDA] [added: EBIT] margins, terminal growth rates, and discount rates.

The principal considerations for our determination that performing procedures relating to the [added: interim] goodwill impairment assessments of the [removed: Nourish] [added: Taste] and [added: Food Ingredients reporting units and the annual goodwill impairment assessment of the] Health & Biosciences reporting [removed: units] [added: unit] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the [removed: Nourish] [added: Taste, Food Ingredients,] and Health & Biosciences reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, gross margins, [added: adjusted operating EBITDA margins, and forecasted capital expenditures for the Taste and Health & Biosciences reporting units and] terminal growth [removed: rates,] [added: rates] and discount [removed: rates;] [added: rates for the Taste, Food Ingredients,] and [added: Health & Biosciences reporting units; and] (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment [removed: assessment,] [added: assessments,] including controls over the valuation of the [removed: Nourish] [added: Taste, Food Ingredients,] and Health & Biosciences reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the [removed: Nourish] [added: Taste, Food Ingredients,] and Health & Biosciences reporting units; (ii) evaluating the appropriateness of the discounted cash flow method used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, gross margins, [added: adjusted operating EBITDA margins, and forecasted capital expenditures for the Taste and Health & Biosciences reporting units and] terminal growth [removed: rates,] [added: rates] and discount [removed: rates.][added: rates for the Taste, Food Ingredients, and Health & Biosciences reporting units.]

Evaluating management’s assumptions related to revenue growth [removed: rates and] [added: rates,] gross [removed: margins] [added: margins, adjusted operating EBITDA margins, and forecasted capital expenditures] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the [removed: Nourish] [added: Taste] and Health & Biosciences reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE [removed: LOSS][added: INCOME (LOSS)]

| *(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | 11,484 | | [added: $] | [added: —] | | $ | [added: 11,484 | | | | | $ |] 11,479 | | [added: $] | [added: —] | | $ | [removed: 12,440] [added: 11,479] | |

| Cost of sales | | | [removed: 7,360] [added: 6,952] | | | | | | [removed: 7,798] [added: 7,360] | | | | | | [removed: 8,289] [added: 7,798] | | |

| Gross profit | | | 4,124 | | | [added: —] | | | [added: 4,124 | | | | | |] 3,681 | | | [added: —] | | | [removed: 4,151] [added: 3,681] | | |

| Research and development expenses | | | [removed: 671] [added: 694] | | | | | | [removed: 636] [added: 671] | | | | | | [removed: 603] [added: 636] | | |

| Selling and administrative expenses | | | [removed: 1,995] [added: 1,834] | | | | | | [removed: 1,787] [added: 1,995] | | | | | | [removed: 1,768] [added: 1,787] | | |

| Restructuring and other charges | | | [removed: 29] [added: 70] | | | | | | [removed: 68] [added: 29] | | | | | | [removed: 12] [added: 68] | | |

| Amortization of acquisition-related intangibles | | | [removed: 610] [added: 568] | | | | | | [removed: 680] [added: 610] | | | | | | [removed: 727] [added: 680] | | |

| Impairment of goodwill | | | [removed: 64] [added: 1,153] | | | | | | [removed: 2,623] [added: 64] | | | | | | [removed: 2,250] [added: 2,623] | | |

| Gains on sale of assets | | | [removed: (11)] [added: 1] | | | | | | [removed: (3)] [added: (11)] | | | | | | (3) | | |

| Operating [removed: profit] (loss) [added: profit] | | | [removed: 766] [added: (382)] | | | | | | [removed: (2,110)] [added: 766] | | | | | | [removed: (1,326)] [added: (2,110)] | | |

| Interest expense | | | [removed: 305] [added: 229] | | | | | | [removed: 380] [added: 305] | | | | | | [removed: 336] [added: 380] | | |

| [added: Losses] (Gains) [removed: losses] on business disposals | | | [removed: (346)] [added: 109] | | | | | | [removed: 23] [added: (346)] | | | | | | [removed: (11)] [added: 23] | | |

| Loss on assets classified as held for sale | | | 347 | | | [added: (30)] | | | [added: 317 | | | | | |] — | | | [added: —] | | | — | | |

| Other [removed: expense (income),] [added: expense,] net | | | [removed: 182] [added: 65] | | | | | | [removed: 5] [added: 182] | | | | | | [removed: (26)] [added: 5] | | |

| Income (loss) before [added: income] taxes | | | 278 | | | [added: 30] | | | [added: 308 | | | | | |] (2,518) | | | [added: —] | | | [removed: (1,625)] [added: (2,518)] | | |

| [(a)(3) EXHIBITS](#i5239245a6bb24ffbb6af4395e0b30886_232) | | | [114](#i5239245a6bb24ffbb6af4395e0b30886_232) | | |

The Company has five reporting units, three of which are the Taste, Food Ingredients, and Health & Biosciences reporting units.

Effective January 1, 2025, the Nourish operating segment was reorganized into two new operating segments: Taste and Food Ingredients, which also represent reporting units.

As a result of this change, goodwill related to the Nourish reporting unit was allocated between the two new reporting units and management performed interim quantitative goodwill impairment assessments.

Management determined that the carrying amount of the Food Ingredients reporting unit exceeded its estimated fair value and recognized an impairment charge of $1.153 billion.

For the annual impairment assessment as of November 30, 2025, management performed a quantitative impairment assessment of the Health & Biosciences reporting unit by comparing the fair value of the reporting unit with its carrying amount.

Estimates and assumptions used in these valuations by management include revenue growth rates, gross margins, adjusted operating EBITDA margins, forecasted capital expenditures, terminal growth rates, and discount rates.

*Valuation of Certain U.S. and Foreign Legal Entities and the Related Income Tax Benefit Associated with the Legal Entity Realignment Project*

As described in Note 10 to the consolidated financial statements, during the year ended December 31, 2025, the Company recorded an income tax benefit associated with the legal entity realignment project of $360 million.

The legal entity realignment project is a phased restructuring initiative involving certain of the Company’s U.S. and foreign legal entities.

To determine the

amount of the income tax benefit recorded, first management estimated the fair value of the relevant legal entities using the discounted cash flow method or the net asset value method, and then analyzed the relevant tax laws and regulations in assessing the tax consequences of the steps within the realignment project, including obtaining opinions from third-party tax and legal advisors.

Under the discounted cash flow method, management used a rate of return that reflects the relative risk of the projected future cash flows of each legal entity, as well as a terminal value.

The principal considerations for our determination that performing procedures relating to the valuation of the certain U.S. and foreign legal entities and the related income tax benefit associated with the legal entity realignment project is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the certain U.S. and foreign legal entities and when determining and measuring the related income tax benefit associated with the legal entity realignment project; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to certain revenue growth rates and terminal growth rates used in the valuation of the certain U.S. and foreign legal entities and in evaluating audit evidence related to management’s determination and measurement of the related income tax benefit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to income taxes, including controls over the valuation of the certain U.S. and foreign legal entities and the determination and measurement of the related income tax benefit associated with the legal entity realignment project.

These procedures also included, among others (i) reading the underlying agreements; (ii) testing management’s process for developing the fair value estimate of the certain U.S. and foreign legal entities; (iii) evaluating the appropriateness of the discounted cash flow and net asset value methods used by management; (iv) testing the completeness and accuracy of certain underlying data used in the discounted cash flow and net asset value methods; (v) evaluating the reasonableness of significant assumptions used by management related to certain revenue growth rates and terminal growth rates; and (vi) testing the completeness and accuracy of certain underlying data used in the determination and measurement of the related income tax benefit associated with the legal entity realignment project.

Evaluating management’s assumption related to certain revenue growth rates involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the certain U.S. and foreign legal entities; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow and net asset value methods; (ii) the reasonableness of the assumption related to certain terminal growth rates; and (iii) management’s assessment of the relevant tax laws and regulations in assessing the tax consequences of the steps within the realignment project.

February 27, 2026

| Net sales | | | $ | 10,890 | | | | | $ | 11,484 | | | | | $ | 11,479 | |

| Gross profit | | | 3,938 | | | | | | 4,124 | | | | | | 3,681 | | |

| Losses (Gains) on sale of assets | | | 1 | | | | | | (11) | | | | | | (3) | | |

| Gain on extinguishment of debt | | | (488) | | | | | | — | | | | | | — | | |

| Loss on assets classified as held for sale | | | 115 | | | | | | 317 | | | | | | — | | |

| (Loss) income before taxes | | | (412) | | | | | | 308 | | | | | | (2,518) | | |

| (Benefit) Provision for income taxes | | | (53) | | | | | | 41 | | | | | | 69 | | |

| Net (loss) income | | | (359) | | | | | | 267 | | | | | | (2,587) | | |

| Net (loss) income attributable to IFF shareholders | | | $ | (361) | | | | | $ | 263 | | | | | $ | (2,591) | |

| Net (loss) income | | | $ | (359) | | | | | $ | 267 | | | | | $ | (2,587) | |

| Comprehensive income (loss) | | | 738 | | | | | | (364) | | | | | | (2,285) | | |

| Net income attributable to non-controlling interest | | | 2 | | | | | | 4 | | | | | | 4 | | |

| Comprehensive income (loss) attributable to IFF shareholders | | | $ | 736 | | | | | $ | (368) | | | | | $ | (2,289) | |

| *(AMOUNTS IN MILLIONS EXCEPT PER SHARE AMOUNTS)* | | | 2025 | | | | | | 2024 | | |

| Assets held for sale | | | 151 | | | | | | 3,056 | | |

| Prepaid expenses and other current assets | | | 877 | | | | | | 686 | | |

| Total Current Assets | | | 5,594 | | | | | | 7,968 | | |

| Goodwill | | | 8,269 | | | | | | 9,075 | | |

| Other assets | | | 1,025 | | | | | | 907 | | |

| Total Assets | | | $ | 25,539 | | | | | $ | 28,723 | |

| [(a)(3) EXHIBITS](#i06ac92627cbd444ca13cabc4422d9903_223) | | | [109](#i06ac92627cbd444ca13cabc4422d9903_223) | | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

Management has determined that the Nourish and Health & Biosciences reportable segments are each also a reporting unit.

February 28, 2025

| Impairment of long-lived assets | | | — | | | | | | — | | | | | | 120 | | |

| Balance at December 31, 2021 | | | 275.7 | | | | | | $ | 35 | | | | | $ | 19,826 | | | | | $ | 3,641 | | | | | $ | (1,423) | | | | | (21.2) | | | | | | $ | (997) | | | | | $ | 35 | | | | | $ | 21,117 | |

| Purchase of NCI | | | | | | | | | | | | | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (6) | | | | | | (5) | | |

| Redeemable NCI | | | | | | | | | | | | | | | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (5) | | |

| Cash paid for acquisitions, net of cash received | | | — | | | | | | — | | | | | | (110) | | |

| Proceeds from unwinding of derivative instruments | | | — | | | | | | — | | | | | | 173 | | |

| Cash provided by the Merger with N&B | | | — | | | | | | — | | | | | | 11 | | |

| Proceeds from issuance of commercial paper (maturities after three months) | | | — | | | | | | — | | | | | | 225 | | |

| Net (repayments) borrowings of commercial paper (maturities less than three months) | | | — | | | | | | (187) | | | | | | 48 | | |

| Non-current assets | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2022 | | | 53 | | |

Interest incurred during the construction period of certain property, plant and equipment is capitalized until the underlying assets are placed in service, at which time straight-line amortization of the capitalized interest begins over the estimated useful lives of the related assets.

The Israel-Hamas War

The Company maintains operations in Israel and, additionally, exports products to customers in Israel from operations outside the region.

The Company will continue to evaluate the current events and any potential impacts related to this matter, but does not expect there to be a material impact to its Consolidated Financial Statements.

The Russia-Ukraine War

The Company maintains operations in both Russia and Ukraine and, additionally, exports products to customers in Russia and Ukraine from operations outside the region.

In response to the events in Ukraine, the Company has limited the production and supply of ingredients in and to Russia to only those that meet the essential needs of people, including food, hygiene and medicine.

*Allowances for Bad Debts*

As of December 31, 2024, the Company had a reserve of approximately $2 million related to expected credit losses on receivables from customers located in Russia and Ukraine.

The Company will continue to evaluate its credit exposure related to Russia and Ukraine.

*Impairment of Long-Lived Assets*

During the second quarter of 2022, the sales and margins declined for certain entities within Russia due to supply chain issues, reduced product demand and exchange rate volatility.

Further, it was determined that such declines in operating performance were not expected to reverse in the near future.

Additionally, future growth was expected to be limited given operating conditions in Russia, which inhibit the required future investment.

In connection with uncertainties related to the Company’s operations in Russia and Ukraine, the Company updated its analysis of the undiscounted cash flows of the applicable asset groups to determine if the cash flows exceeded the carrying values of the applicable asset groups.

With respect to an asset group in the Nourish segment, that manufactures and sells in Russia and related markets, it was determined that the undiscounted cash flows were insufficient to cover the carrying value and that an impairment charge was required to write-down the long-lived assets to their fair values.

The fair value of such asset group was determined based on a discounted cash flow approach which involved estimating the future cash flows for the business discounted to their present values.

The discount rate used in the determination of such fair value was based on consideration of the risks inherent in the cash flows and market as of the valuation date.

As a result of this assessment, the Company recognized an impairment charge of $120 million in the Consolidated Statements of Income (Loss) and Comprehensive Loss for the year ended December 31, 2022, which was allocated on a pro rata basis to intangible assets and property, plant and equipment within the asset group in the amounts of approximately $92 million and $28 million, respectively.

The classification of the Pharma Solutions disposal group as held for sale was considered an event or change in circumstance which required an assessment of the existing Pharma Solutions reporting unit.

Current service costs of retirement plans and postretirement health care and life insurance benefits are accrued.

Non-controlling interests in subsidiaries that are redeemable for cash or other assets outside of the Company’s control are classified as mezzanine equity, outside of equity and liabilities, at the greater of the carrying value or the redemption value.

The increases or decreases in the estimated redemption amount are recorded with corresponding adjustments against Capital in excess of par value and are reflected in the computation of earnings per share using the two-class method.

As of December 31, 2024, the Company has acquired or sold all of its remaining redeemable non-controlling interests.

Supply Chain Financing Program

Dated: February [removed: 28, 2025][added: 27, 2026]

| /s/ J. Erik Fyrwald | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 28, 2025] [added: 27, 2026] | | |

| /s/ Michael DeVeau | | | | | | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 28, 2025] [added: 27, 2026] | | |

| /s/ [removed: Roger W. Ferguson, Jr.] [added: Kevin O’Byrne] | | | | | | Chair of the Board, Director | | | | | | February [removed: 28, 2025] [added: 27, 2026] | | |

| /s/ Kathryn J. Boor | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 27, 2026] | | |

| /s/ Mark J. Costa | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 27, 2026] | | |

| /s/ John F. Ferraro | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 27, 2026] | | |

| /s/ Cynthia T. Jamison | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 27, 2026] | | |

| /s/ Mehmood Khan | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 27, 2026] | | |

| /s/ Dawn C. Willoughby | | | | | | Director | | | | | | February [removed: 28, 2025] [added: 27, 2026] | | |

| | | | For the Year Ended December 31, [removed: 2022] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Valuation allowance on credit and operating loss carryforwards and other net deferred tax assets | | | $ | [removed: 232] [added: 376] | | | | | $ | [removed: 51] [added: 57] | | | | | $ | — | | | | | | | | | | | $ | [removed: (21)] [added: 21] | | | | | $ | — | | | | | $ | [removed: 262] [added: 454] | |

| /s/ Marc Birenkrant | | | | | | Controller & Chief Accounting Officer (Principal Accounting Officer) | | | | | | February 27, 2026 | | |

| Marc Birenkrant | | | | | | | | | | | | | | |

| /s/ Virginia C. Drosos | | | | | | Director | | | | | | February 27, 2026 | | |

| Virginia C. Drosos | | | | | | | | | | | | | | |

| /s/ Paul J. Fribourg | | | | | | Director | | | | | | February 27, 2026 | | |

| Paul J. Fribourg | | | | | | | | | | | | | | |

| /s/ Brett Icahn | | | | | | Director | | | | | | February 27, 2026 | | |

| Brett Icahn | | | | | | | | | | | | | | |

| /s/ Jesus B. Mantas | | | | | | Director | | | | | | February 27, 2026 | | |

| Jesus B. Mantas | | | | | | | | | | | | | | |

| /s/ Richard Mulligan | | | | | | Director | | | | | | February 27, 2026 | | |

| Richard Mulligan | | | | | | | | | | | | | | |

[Table of](#i06ac92627cbd444ca13cabc4422d9903_7) [Contents](#i06ac92627cbd444ca13cabc4422d9903_7)

| /s/ Beril Yildiz | | | | | | Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February 28, 2025 | | |

| Beril Yildiz | | | | | | | | | | | | | | |

| Roger W. Ferguson, Jr. | | | | | | | | | | | | | | |

| /s/ Carol Anthony (John) Davidson | | | | | | Director | | | | | | February 28, 2025 | | |

| Carol Anthony (John) Davidson | | | | | | | | | | | | | | |

| /s/ Christina Gold | | | | | | Director | | | | | | February 28, 2025 | | |

| Christina Gold | | | | | | | | | | | | | | |

| /s/ Vincent J. Intrieri | | | | | | Director | | | | | | February 28, 2025 | | |

| Vincent J. Intrieri | | | | | | | | | | | | | | |

| /s/ Kevin O’Byrne | | | | | | Director | | | | | | February 28, 2025 | | |

| /s/ Margarita Paláu-Hernández | | | | | | Director | | | | | | February 28, 2025 | | |

| Margarita Paláu-Hernández | | | | | | | | | | | | | | |