Every material Form 8-K International Flavors & Fragrances has filed with the SEC since February 18, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
IFF's board approved one-time equity and cash incentive awards for executives, including the CEO and CFO, tied to closing the previously announced sale of its Food Ingredients business. The board also adopted amended bylaws that allow stockholder meetings to be held solely by remote communication.
Named executive awards total $700,000 for CEO J. Erik Fyrwald (RSUs with three-year cliff vesting), CFO Michael DeVeau, and President Leticia Gonçalves Lourenço, plus $350,000 for Yuvraj Arora
No award vests or is paid unless the Food Ingredients sale closes; awards are forfeited if the agreement is terminated
Amended and restated bylaws took effect October 28, 2026 and permit remote-only stockholder meetings
International Flavors & Fragrances reported third quarter 2026 net sales of $1.94 billion and a net loss from continuing operations of $127 million, alongside adjusted operating EBITDA of $403 million. The company raised the low end of its full-year 2026 financial guidance ranges for sales and adjusted operating EBITDA and completed a $500 million share repurchase authorization.
Reported third quarter 2026 net sales reached $1.94 billion, up 4% year-over-year.
Adjusted operating EBITDA for the third quarter of 2026 was $403 million.
Full-year 2026 sales guidance was raised to a range of $7.5 billion to $7.6 billion.
Full-year 2026 adjusted operating EBITDA guidance was raised to $1.55 billion to $1.60 billion.
IFF reported second-quarter 2026 results on a continuing operations basis, with net sales of $1.95 billion, up 2% from a year earlier, and adjusted operating EBITDA of $408 million. Reported diluted EPS was $0.13, down from $2.14 in the prior-year period, which included a $488 million gain on debt extinguishment. IFF also set full-year 2026 guidance for continuing operations and announced a $2.5 billion share repurchase authorization alongside the planned sale of its Food Ingredients business to CVC Capital Partners for about $3.8 billion in net cash proceeds.
Q2 comparable currency neutral sales rose 6%, and comparable currency neutral adjusted operating EBITDA rose 6%, per the filing.
Full-year 2026 continuing operations guidance: sales of $7.4 billion to $7.6 billion and adjusted operating EBITDA of $1.53 billion to $1.60 billion.
Food Ingredients sale to CVC Capital Partners is expected to close by the end of the second quarter of 2027; IFF plans to use proceeds to reduce debt by over $1 billion.
Repurchase authorization of $2.5 billion includes a $500 million accelerated share repurchase planned for the second half of 2026.
International Flavors & Fragrances entered a $1,000,000,000 senior unsecured delayed draw term loan with Wells Fargo as administrative agent, to be used with cash on hand to refinance its €800 million 1.800% Senior Notes due September 25, 2026. The loan must be prepaid from net proceeds of the planned sale of its Food Ingredients business, expected to generate approximately $3.8 billion, which is expected to close by the end of the second quarter of 2027.
$1,000,000,000 single-draw term loan available through September 25, 2026, maturing December 31, 2027
Proceeds, with cash on hand, to refinance €800 million 1.800% Senior Notes due September 25, 2026
Interest at Term SOFR plus 0.875% to 1.500%, based on public debt ratings; no commitment fee
Mandatory prepayment with 100% of net cash proceeds from a Food Ingredients business sale, expected at approximately $3.8 billion
IFF agreed on May 28, 2026 to sell its Food Ingredients business to affiliates of CVC Capital Partners at a valuation of about $4.3 billion, with expected net cash proceeds of about $3.8 billion plus a minority stake worth about $200 million. IFF says it plans to use the proceeds mainly to reduce debt and buy back shares, but expects the deal to be dilutive to adjusted EPS in the first 12 months after closing.
Buyer is Foxtrot US Bidco, Inc., an affiliate of CVC Capital Partners; deal values the business at about $4.3 billion, or about 10x enterprise value to EBITDA per the press release
IFF expects net cash proceeds of about $3.8 billion at closing and a minority stake of about 9.9%, valued at about $200 million
The business generated nearly $3.1 billion in 2025 sales and about $430 million of EBITDA; IFF expects the deal to be dilutive to adjusted EPS in the first 12 months after closing
Closing is expected by the end of the second quarter of 2027; either party may terminate if not consummated by May 28, 2027; IFF reiterated its full-year 2026 guidance
IFF reported first quarter 2026 net sales of $2.74 billion, down 4% from the prior year, while reported EPS was $0.66 compared with a loss of $3.98 a year earlier, which included a $1.153 billion goodwill impairment. The company reaffirmed its full-year 2026 guidance and said it is running a sale process for its Food Ingredients business, which may affect shareholders depending on the outcome.
Reported net sales were $2.74 billion, down 4% versus $2.84 billion in the prior-year quarter; comparable currency neutral sales rose 3%.
Reported EPS was $0.66 versus a loss of $3.98 per share a year earlier; adjusted EPS excluding amortization was $1.25 versus $1.20.
Full-year 2026 guidance reaffirmed: sales of $10.5 billion to $10.8 billion and adjusted operating EBITDA of $2.05 billion to $2.15 billion.
Soy Crush, Concentrates and Lecithin divestiture closed March 2, 2026; a disciplined sale process for Food Ingredients is ongoing.
International Flavors & Fragrances reported fiscal 2025 net sales of $10.89 billion, down 5% from the prior year, and a loss before taxes of $412 million, which included a $1.153 billion goodwill impairment. The company also launched a sale process for its Food Ingredients segment and gave 2026 guidance of $10.5 billion to $10.8 billion in sales and $2.05 billion to $2.15 billion in adjusted operating EBITDA.
Q4 2025 reported net sales were $2.59 billion, down 7%; comparable currency neutral sales rose 1%
Full-year 2025 reported loss per share was $(1.46), while adjusted EPS excluding amortization was $4.20
Full-year 2025 cash flow from operations was $850 million and free cash flow was $256 million
2026 guidance assumes three months of Soy Crush, Concentrates, and Lecithin results, with divestiture closing assumed March 31, 2026
IFF reported third quarter 2025 results, with reported net sales down 8% to $2.69 billion and reported diluted EPS of $0.16 versus $0.23 a year earlier. The company reaffirmed its full-year 2025 sales and adjusted operating EBITDA guidance and said it will revise prior-period financial statements for income tax errors in its Form 10-Q, expected by November 10, 2025.
Q3 reported net sales $2.69 billion, down 8%; comparable currency neutral sales were flat
Q3 reported diluted EPS $0.16 vs $0.23 a year earlier; adjusted EPS excluding amortization $1.05; adjusted operating EBITDA $519 million
Full-year 2025 guidance reaffirmed: sales $10.6 billion to $10.9 billion and adjusted operating EBITDA $2 billion to $2.15 billion
Nine-month results include a $1.153 billion goodwill impairment and a net loss attributable to IFF shareholders of $392 million
Two directors, Vincent Intrieri and Margarita Paláu-Hernández, stepped down from the IFF board on October 20, 2025, with the filing stating their departures did not result from any disagreement with the company. Brett Icahn and Dr. Richard Mulligan were appointed to the board effective immediately, under the company's cooperation agreement with the Icahn Group, which changes the board's composition but does not report any financial results or guidance.
Vincent Intrieri stepped down from the board on October 20, 2025; Brett Icahn replaces him as the Icahn Designee director
Margarita Paláu-Hernández stepped down on October 20, 2025; Dr. Richard Mulligan replaces her as an independent director
Brett Icahn joins the Audit Committee and Transaction Committee; Dr. Mulligan joins the Innovation Committee
Both new directors will receive the non-employee director compensation described in the 2024 Proxy Statement filed March 18, 2025
International Flavors & Fragrances appointed Marc Birenkrant as Controller and Chief Accounting Officer, effective August 10, 2025, replacing Beril Yildiz, who leaves the company as of December 31, 2025. Mr. Birenkrant has been with IFF since 2008 and previously held accounting roles at The Wendy's Company. The change concerns the company's top accounting position and does not include any financial results.
Marc Birenkrant appointed Controller and Chief Accounting Officer, effective August 10, 2025
Mr. Birenkrant has worked at IFF since 2008, most recently in roles including Vice President, Assistant Controller, and Finance Director
He replaces Beril Yildiz, SVP, Controller and Chief Accounting Officer since 2022, who will leave IFF as of December 31, 2025
Ms. Yildiz's departure qualifies as an event under the company's executive severance policy
IFF reported second-quarter 2025 net sales of $2.76 billion, down 4% from a year earlier, while reported diluted EPS was $2.38 versus $0.66 a year earlier. The company reaffirmed its full-year 2025 guidance, authorized a $500 million share repurchase program with no set end date, and agreed to sell its soy crush, concentrates and lecithin business to Bunge, which the company said generated about $240 million in 2024 revenue. For shareholders, first-half results include a $1,153 million goodwill impairment that produced a $405 million net loss for the six months.
Q2 net sales $2.76 billion, down 4% reported; up 3% on a comparable currency-neutral basis
Q2 reported diluted EPS $2.38 versus $0.66 a year earlier; first-half EPS was a loss of $1.59
Board authorized up to $500 million in share repurchases with no specified term or termination date
Full-year 2025 guidance reaffirmed: sales of $10.6 billion to $10.9 billion and adjusted operating EBITDA of $2 billion to $2.15 billion
International Flavors & Fragrances appointed two new independent directors, Jesus Mantas and Paul Fribourg, effective July 29, 2025. Mantas joins the Audit and Innovation Committees and Fribourg joins the Transaction Committee, and the board determined both meet New York Stock Exchange independence rules. The filing discloses no financial results, and the appointments do not change reported financial figures.
Jesus Mantas, 56, formerly Global Managing Partner at IBM Consulting, named to Audit and Innovation Committees
Paul Fribourg, 71, Chairman and CEO of Continental Grain Company since 1976, named to Transaction Committee
Both directors will receive non-employee director compensation described in the 2024 Proxy Statement filed March 18, 2025
Filing reports no related-person transactions above $120,000 involving either director
International Flavors & Fragrances announced that Virginia Drosos will join its board of directors effective June 16, 2025, and will serve on the Audit, Human Capital & Compensation, and Innovation Committees. The board has determined she is independent under New York Stock Exchange rules, and she will receive the standard non-employee director compensation described in the 2024 proxy statement.
Virginia Drosos, 62, joins the IFF board effective June 16, 2025.
She will serve on the Audit, Human Capital & Compensation, and Innovation Committees.
Previously CEO and director of Signet Jewelers from August 2017 to November 2024.
The board determined she is independent under NYSE rules.
IFF reported a first-quarter 2025 GAAP loss before taxes of $994 million and a diluted loss of $3.98 per share, driven by a $1.15 billion goodwill impairment in Food Ingredients. Reported net sales fell 2% to $2.84 billion, while adjusted EPS excluding amortization was $1.20 and the company kept its full-year 2025 guidance ranges unchanged.
Reported net sales were $2.84 billion, down 2% from the prior-year period; comparable currency neutral sales rose 3%.
Reported diluted EPS was $(3.98), versus $0.23 a year earlier; adjusted EPS excluding amortization was $1.20, versus $1.13 in the prior-year period.
Adjusted operating EBITDA was $578 million; the company maintained full-year 2025 sales guidance of $10.6 billion to $10.9 billion.
The Pharma Solutions divestiture closed on May 1, 2025, earlier than anticipated.
International Flavors & Fragrances disclosed that Executive Vice President, General Counsel and Corporate Secretary Jennifer Johnson resigned on March 12, 2025. She will remain employed through July 1, 2025 to ensure a smooth transition, and the company says her departure qualifies as an event under its executive severance policy. The filing does not name a successor or report any financial results.
Jennifer Johnson resigned as Executive Vice President, General Counsel and Corporate Secretary on March 12, 2025.
Johnson will remain employed with the company through July 1, 2025 to support a transition.
Her resignation is a qualifying event under IFF's executive severance policy.
The filing does not name a replacement or disclose severance amounts.
IFF said Simon Herriott, its President of Health & Biosciences, will leave the company on March 31, 2025, and that his departure qualifies under the company's executive severance policy. Leticia Goncalves Lourenço will join as President of the Health & Biosciences division effective March 1, 2025, so the division will have a successor in place before Herriott's exit.
Simon Herriott, President, Health & Biosciences, leaves IFF on March 31, 2025
His departure is treated as a qualifying event under IFF's executive severance policy
Leticia Goncalves Lourenço joins IFF as President, Health & Biosciences, effective March 1, 2025
International Flavors & Fragrances reported fourth quarter and full year 2024 results on February 18, 2025. Full year reported EPS was $0.95 versus a loss of $10.05 in 2023, which included a $2.6 billion goodwill impairment, while fourth quarter reported EPS was a loss of $0.18 on fourth quarter sales up 3% to $2.77 billion. For 2025 the company guided to sales of $10.6 billion to $10.9 billion and adjusted operating EBITDA of $2 billion to $2.15 billion, with the Pharma Solutions divestiture assumed to close June 30, 2025.
Full year 2024 reported sales were $11.48 billion, flat versus 2023; comparable currency neutral sales rose 6%.
Full year 2024 reported EPS was $0.95 versus a loss of $10.05 in 2023; adjusted EPS excluding amortization was $4.31.
Fourth quarter 2024 reported loss before taxes was $(115) million; reported EPS was $(0.18).
2025 guidance: sales of $10.6 billion to $10.9 billion and adjusted operating EBITDA of $2 billion to $2.15 billion.
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