IFF

• Adjusted operating EBITDA for Q2 2026 was $408 million, with a margin of 20.9%; reported EPS was $0.13 and adjusted EPS ex amortization was $0.82.
• Full-year 2026 guidance on continuing operations: sales $7.4B-$7.6B, adjusted operating EBITDA $1.53B-$1.60B.
• Board authorized enhanced $2.5B share repurchase program, including $500M accelerated repurchase in H2 2026.
• Food Ingredients divestiture to CVC Capital Partners expected to close by end of Q2 2027, with net proceeds of approximately $3.8B.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• IFF entered a Purchase Agreement to sell its Food Ingredients business to funds advised by CVC Capital Partners.
• The sale is expected to close by the end of Q2 2027, subject to regulatory approvals and customary conditions.
• The Food Ingredients and SCL disposal groups are classified as discontinued operations in recast financials.
• Recast unaudited financials for 2025 and Q1 2026 are furnished in Exhibit 99.1.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The facility is a $1,000,000,000 senior unsecured delayed draw term loan, available through September 25, 2026, maturing December 31, 2027.
• Proceeds, with cash on hand, will refinance the company's €800 million 1.800% Senior Notes due September 25, 2026.
• Borrowings bear interest at Term SOFR plus 0.875%–1.500% (or base rate plus 0.000%–0.500%), based on public debt ratings; no commitment fee.
• The company must prepay with 100% net cash proceeds from the Food Ingredients business sale, expected to close by Q2 2027 and generate ~$3.8 billion.
• The credit agreement includes a financial covenant requiring a maximum net debt to consolidated EBITDA ratio of 3.75 to 1.00.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The transaction values the business at approximately $4.3 billion, with expected net cash proceeds of about $3.8 billion and a minority equity interest valued at about $200 million (approx. 9.9% stake).
• Closing is expected by the end of Q2 2027, subject to regulatory approvals and other customary conditions.
• IFF will retain a board seat in the new company and plans to use proceeds for debt reduction, share repurchases, and reinvestment.
• The divested business generated nearly $3.1 billion in 2025 sales and approximately $430 million of EBITDA.

1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Adjusted operating EBITDA was $568 million (20.7% margin); comparable currency neutral adjusted operating EBITDA improved 8%.
• Reported EPS was $0.66; adjusted EPS excluding amortization was $1.25 per diluted share.
• Cash flow from operations was $257 million, up $130 million year-over-year; free cash flow was $92 million, up $144 million.
• Company reaffirms full-year 2026 guidance: sales $10.5B-$10.8B, adjusted operating EBITDA $2.05B-$2.15B.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All ten director nominees received majority support, with votes for ranging from 219,852,087 (Brett Icahn) to 228,708,085 (J. Erik Fyrwald).
• Shareholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 223,799,689 votes for and 15,434,021 against.
• The advisory vote on named executive officer compensation for 2025 passed with 199,852,600 votes for, 29,195,584 against, and 135,226 abstentions.
• The results were reported under Item 5.07 as required for the submission of matters to a vote of security holders.
• The report was signed by Executive Vice President and General Counsel Stephen Landsman on May 4, 2026.

5.07 Submission of Matters to a Vote of Security Holders

• Full-year 2025 reported loss before taxes was $412 million; reported EPS was $(1.46); adjusted EPS excluding amortization was $4.20.
• Full-year 2025 adjusted operating EBITDA was $2.086 billion with a 19.2% margin; comparable currency-neutral adjusted operating EBITDA grew 7%.
• Fourth-quarter 2025 reported net sales were $2.59 billion, down 7% year-over-year; adjusted operating EBITDA was $437 million with a 16.9% margin.
• 2026 guidance: sales $10.5B-$10.8B, adjusted operating EBITDA $2.05B-$2.15B; comparable currency-neutral sales growth 1%-4%.
• Company launched a sale process for its Food Ingredients segment and expects the Soy Crush, Concentrates, and Lecithin divestiture to close on March 31, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On October 29, 2025, the Board of Directors of International Flavors & Fragrances Inc. approved and adopted amended and restated bylaws, effective immediately.
• The indemnification right was revised to clarify that the Company will indemnify directors, officers, and certain other specified individuals serving at the Company's request to the fullest extent permitted by the New York Business Corporation Law.
• A severability clause was added to the indemnification article, providing that any unenforceable provision will be modified to the minimum extent necessary and the remainder will remain in effect.
• The full text of the amended and restated bylaws is attached as Exhibit 3.1 to the Form 8-K.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits