01—Abstract
Summary
Summary of the 8-K filed August 4, 2026. Cited figures are marked; the original filing is the authoritative source.
International Flavors & Fragrances Inc. (IFF) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish recast unaudited financial information that reflects its pending sale of the Food Ingredients business to funds advised by CVC Capital Partners.
The sale was first announced on May 29, 2026. IFF will retain an approximately 10%a minority equity interest in the business, and the sale is expected to close by the end of the second quarter of 2027, subject to information and/or consultation requirements, customary closing conditions and regulatory approvals where required. Together with the Soy Crush, Concentrates, and Lecithin (SCL) business sale, completed March 2, 2026, both disposal groups are presented as discontinued operations for all periods shown.
The recast financials, furnished in Exhibit 99.1, show continuing-operations net sales of $7.63 billionb for 2025 and $1.91 billion for the first quarter of 2026. Total Adjusted Operating EBITDA for 2025 is recast to $1.55 billion, compared with $2.09 billion as previously reported. For the first quarter of 2026, it is recast to $433 million, compared with $568 million as previously reported.
Net income attributable to IFF shareholders was $(361) million for 2025 and $169 millionc for the first quarter of 2026. The 2025 figure includes a loss from discontinued operations of $(1.105) billion. The filing states that it does not restate previously filed financial statements.
It should be read with IFF's 2025 Form 10-K and its 2025 and first-quarter 2026 Forms 10-Q. The recast segment data covers Taste, Scent, and Health & Biosciences, and reflects the removal of the disposal groups from segment results.
02—Key points
Key Highlights
- Food Ingredients sale to funds advised by CVC Capital Partners; IFF retains an approximately 10% minority equity interest in the business.
- Expected closing of the Food Ingredients sale by the end of the second quarter of 2027, subject to customary conditions and regulatory approvals where required.
- SCL (Soy Crush, Concentrates, and Lecithin) sale was completed on March 2, 2026; both disposal groups are reported as discontinued operations for all periods presented.
- Recast 2025 Total Adjusted Operating EBITDA is $1.55 billion, versus $2.09 billion as previously reported.
- Recast first-quarter 2026 Total Adjusted Operating EBITDA is $433 million, versus $568 million as previously reported.
- Recast 2025 net sales from continuing operations are $7.63 billion; first-quarter 2026 net sales are $1.91 billion.
- The filing does not restate previously filed financial statements and should be read alongside the 2025 Form 10-K and the 2025 and Q1 2026 Forms 10-Q.
03—Questions
Frequently Asked Questions
What is IFF selling, and who is buying it?
IFF is selling its Food Ingredients business, which includes texturants, emulsifiers, plant-based solutions, and other specialty ingredients, to funds advised by CVC Capital Partners. The purchaser will acquire substantially all of the assets and assume certain related liabilities.
Does IFF keep any ownership in the Food Ingredients business?
Yes. IFF has chosen to retain an approximately 10% minority equity interest, which the company says permits continued collaboration and allows IFF and its shareholders to participate in future value creation under the new ownership.
When is the Food Ingredients sale expected to close?
The sale is expected to close by the end of the second quarter of 2027, subject to applicable information and/or consultation requirements, customary closing conditions, and regulatory approvals where required.
How does the recast financial information change IFF's reported results?
The recast information presents the Food Ingredients and SCL businesses as discontinued operations. Total Adjusted Operating EBITDA is $1.55 billion for 2025 on a recast basis, compared with $2.09 billion as previously reported, and $433 million for Q1 2026 compared with $568 million as previously reported. The recast also includes certain minor perimeter and allocation adjustments.
Does this filing restate IFF's previously reported financial statements?
No. The filing states that it does not restate any previously filed financial statements and does not reflect subsequent events or adjustments, other than those needed to reclassify the Food Ingredients and SCL businesses as discontinued operations.
04—Continue