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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
☑ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number: 1-13648
_______________________________________________________________________________________________________________
Balchem Corporation
(Exact name of Registrant as specified in its charter)
Maryland 13-2578432
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
5 Paragon Drive, Montvale, NJ 07645
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (845) 326-5600
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $.06-2/3 per shareBCPCThe Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☑ No ☐

Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☑
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑  No ☐





Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer ☑
Accelerated filer ☐
 
 
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
The aggregate market value of the common stock, par value $.06-2/3 per share (the “Common Stock”), issued and outstanding and held by non-affiliates of the Registrant, based upon the closing price for the Common Stock on the NASDAQ Stock Market LLC on June 30, 2025 was approximately $5,138,000,000. For purposes of this calculation, shares of the Registrant held by directors and officers of the Registrant and under the Registrant’s 401(k)/profit sharing plan have been excluded.
The number of shares outstanding of Common Stock was 32,025,392 as of February 6, 2026.
DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the Registrant’s proxy statement for its 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of December 31, 2025 are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated therein.

Table of Contents
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Annual Report on Form 10-K, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations or beliefs concerning future events and results. We generally use the words “believe,” “expect,” “intend,” “plan,” “anticipate,” “likely,” “will,” “would,” “will be,” “will continue,” “will likely result,” “estimate,” “project,” “forecast,” “outlook,” “strategy,” “future,” “opportunity,” “may,” “should,” or the negative thereof or variations thereon or similar expressions generally intended to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and factors that could cause our results to differ materially from our expectations and beliefs include, but are not limited to, those factors set forth in this Annual Report on Form 10-K under “Item 1A. - Risk Factors.” You should read that information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this report and our Consolidated Financial Statements and related notes in Item 8 of this report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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BALCHEM CORPORATION
ANNUAL REPORT ON FORM 10-K
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PART I
Item 1.    Business (All amounts in thousands, except share and per share data)
General
Balchem Corporation (“Balchem,” the “Company,” “we” or “us”), was incorporated in the State of Maryland in 1967. We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, plant nutrition, sterilization, fumigation, and industrial markets. Our three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".
We sell our products through our own sales force, independent distributors and sales agents. Financial information concerning our business, business segments and geographic information appears in Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 7 below and in the Notes to our Consolidated Financial Statements included under Item 8 below, which information is incorporated herein by reference.
Human Nutrition and Health
The Human Nutrition and Health ("HNH") segment provides human grade choline nutrients and mineral amino acid chelated products for nutrition and health applications. Choline is recognized to play a key role in the development and structural integrity of brain cell membranes in infants, processing dietary fat, reproductive development and neural functions, such as memory and muscle function. The Company's mineral amino acid chelates, specialized mineral salts, and mineral complexes are used as raw materials for inclusion in premier human nutrition products; proprietary technologies have been combined to create an organic molecule in a form the body can readily assimilate. Sales growth for human nutrition applications is reliant on differentiation from lower-cost competitive products through scientific data, intellectual property and customers' appreciation of brand value. Consequently, the Company makes investments in such activities for long-term value differentiation. This segment also manufactures specialty vitamin K2, which plays a crucial role in the human body for bone health, heart health and immunity, and methylsulfonylmethane ("MSM"), which is a widely used nutritional ingredient that helps provide benefits for joint health, sports nutrition, skin and beauty, and healthy aging. This segment also serves the food and beverage industry for beverage, bakery, dairy, confectionary, and savory manufacturers. The Company partners with its customers from ideation through commercialization to bring on-trend beverages, baked goods, confections, dairy and meat products to market. The Company has expertise in trends analysis and product development. With its strong manufacturing capabilities in customized spray dried and emulsified powders, extrusion and agglomeration, blended lipid systems, liquid flavor delivery systems, juice and dairy bases, chocolate systems, ice cream bases and variegates, the Company is a one-stop solutions provider for beverage and dairy product development needs. Additionally, this segment provides microencapsulation solutions to a variety of applications in food, pharmaceutical and nutritional ingredients to enhance performance of nutritional fortification, processing, mixing, and packaging applications and shelf life. Major product applications are baked goods, refrigerated and frozen dough systems, processed meats, seasoning blends, confections, sports and protein bars, dietary plans, and nutritional supplements. The Company also creates cereal systems for ready-to-eat cereals, grain-based snacks, and cereal based ingredients.
Animal Nutrition and Health
The Company’s Animal Nutrition and Health ("ANH") segment provides nutritional products derived from its microencapsulation and chelation technologies in addition to the essential nutrient choline chloride. For ruminant animals, the Company’s microencapsulated products boost health and milk production by delivering nutrient supplements that are biologically available, providing required nutritional levels. The Company’s proprietary chelation technology provides enhanced nutrient absorption for various species of production and companion animals and is marketed for use in animal feed throughout the world. ANH also manufactures and supplies choline chloride, an essential nutrient for monogastric animal health, predominantly to the poultry, pet and swine industries. Choline, which is manufactured and sold in both dry and aqueous forms, plays a vital role in the metabolism of fat. In poultry, choline deficiency can result in reduced growth rates and perosis in young birds, while in swine production choline is a necessary and required component of gestating and lactating sow diets for both liver health and prevention of leg deformity. This segment also manufactures MSM, which is a widely used nutritional ingredient that provides benefits for pet health.
Sales of value-added encapsulated products are highly dependent on overall industry economics as well as the Company's ability to leverage the results of university and field research on the animal health and production benefits of our products. Management believes that success in the commodity-oriented choline chloride marketplace is highly dependent on the Company’s ability to maintain its strong reputation for excellent product quality and customer service. The Company continues to drive production efficiencies in order to maintain its cost position to effectively compete in a global marketplace.
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Specialty Products
The Company's Specialty Products ("SP") segment re-packages and distributes a number of performance gases and chemicals for various uses by its customers, notably ethylene oxide, propylene oxide, and ammonia. Ethylene oxide is sold as a sterilant gas, primarily for use in the health care industry. It is used to sterilize a wide range of medical devices because of its versatility and effectiveness in treating hard or soft surfaces, composites, metals, tubing and different types of plastics without negatively impacting the performance of the device being sterilized. Contract sterilizers and medical device manufacturers are principal customers for this product. Propylene oxide is marketed and sold as a fumigant to aid in the control of insects and microbiological spoilage, to reduce bacterial and mold contamination in certain shelled and processed nut meats, processed spices, cacao beans, cocoa powder, raisins, figs and prunes, and for various chemical synthesis applications, such as increasing paint durability and manufacturing specialty starches and textile coatings. Ammonia is used primarily as a refrigerant, for heat treatment of metals and various chemical synthesis applications, and is distributed in reusable and recyclable drum and cylinder packaging approved for use in the countries these products are shipped to.
The Company’s performance gases and chemicals are distributed worldwide in specially designed, reusable and recyclable drum and cylinder packaging, to assure compliance with safety, quality and environmental standards as outlined by the applicable regulatory agencies in the countries our products are shipped to. The Company’s inventory of these specially built drums and cylinders, along with its five filling facilities, represents a significant capital investment. The Company also sells single use canisters for use in sterilizing reusable devices typically processed in autoclave units in hospitals.
The Company’s micronutrient agricultural nutrition business sells chelated minerals primarily to producers of high value crops. The Company has a unique and patented two-step approach to solving mineral deficiency in plants to optimize health, yield and shelf life. First, the Company determines optimal mineral balance for plant health. The Company then has a foliar applied Metalosate® product range, utilizing patented amino acid chelate technology. Its products quickly and efficiently deliver mineral nutrients. As a result, the farmer/grower gets healthier crops that are more resistant to disease and pests, larger yields and healthier food for the consumer with extended shelf life for produce being shipped long distances.
Raw Materials
The raw materials utilized by us in the manufacture of our products are sourced from suppliers both domestically and internationally. Such raw materials are derived from petrochemicals, minerals, metals, agricultural goods and other readily available commodities and are subject to price fluctuations due to market conditions. In 2025, supply reliability stabilized, although procuring certain raw materials remained a challenge due to the ongoing geopolitical environment impacting some supply lanes. We experienced inflationary patterns in 2025, including from certain tariffs, in several categories that we source. We continue to put measures in place to ensure a sustainable supply chain capable of supporting current demands and the future growth of our business.
Intellectual Property
We currently hold over 130 patents and over 400 registered trademarks in the United States and overseas. We also use know-how, trade secrets, formulae, and manufacturing techniques that assist in maintaining competitive positions of certain of our products. Formulae and know-how are of particular importance in the manufacture of a number of our proprietary products. We believe that our patents, in the aggregate, are advantageous to our business. However, we do not believe we are materially dependent on any particular patent or any particular group of patents. We believe that our sales and competitive position are dependent primarily upon the quality of our products, technical sales efforts and market conditions, rather than on patent protection.
Seasonality
While in general, the businesses of our segments are not seasonal to any material extent, the plant nutrition business within Specialty Products is a seasonal business with the vast majority of sales occurring in the first half of the year, based on the planting season in the northern hemisphere.
Backlog
At December 31, 2025, we had a total backlog of $53,365 (comprised of $39,587 for the HNH segment; $11,489 for the ANH segment; $1,933 for the SP segment, and $356 for other), as compared to a total backlog of $50,415 at December 31, 2024 (comprised of $39,959 for the HNH segment; $9,035 for the ANH segment; $1,284 for the SP segment and $137 for other). It has generally been our policy and practice to maintain an inventory of finished products and/or component materials for our segments to enable us to ship products within two months after receipt of a product order. All orders in the current backlog are expected to be filled in the 2026 fiscal year.
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Competition
Our competitors include many large and small companies, some of which have greater financial, research and development, production and other resources than us. Competition in the supplement, food and beverage markets we serve are based primarily on product performance, customer support, quality, service and price. The development of new and improved products is important to our success. This competitive environment requires substantial investments in product and manufacturing process research and development. In addition, the winning and retention of customer acceptance of our food and nutrition products involve substantial expenditures for application testing, either internally or at customer/prospect sites, and sales efforts. Our competition in this market includes a variety of ingredient and nutritional supplement companies, many of which are privately-held. Therefore, it is difficult to assess the size of all of our segment competitors or where we rank in comparison to such privately-held competitors.
Competition in the animal feed and industrial markets we serve is based primarily on product performance, customer support, quality, service and price. The markets for our products are subject to competitive risks because these markets are highly price competitive. Our competition in this market includes a variety of animal nutrition and health ingredient companies, along with certain industrial companies, many of which are privately-held. Therefore, we are unable to assess the size of all of our competitors or where we rank in comparison to such privately-held competitors. In late June 2025, the European Commission announced that it would impose provisional duties between 95.4% and 120.8% on imports into the European Union of choline chloride originating in the People’s Republic of China, effective July 1, 2025. The investigation was initiated by the European Commission in late October 2024, following a complaint lodged by Balchem Italia Srl and another complainant. On December 19, 2025, the European Commission published their final decision to set definitive duties between 90.0% and 115.9%. Further, the European Commission set rules to make it clear that the country of origin of choline chloride, regardless of form, will be the country where the chemical reaction between trimethylamine hydrochloride and ethylene oxide takes place.
In the Specialty Products segment, competition within Performance Gases is based primarily on service, reliability, quality, and price. Our competitors in this market vary globally, many of which are regional privately-held companies. We also face competition from alternate technologies or substitute products. In our plant nutrition business, competition is based primarily on product performance, customer support, quality, and price. The development of new and improved products is also important to our ability to compete. Our competition in this market is primarily regional privately-held companies.
Research and Development
During the years ended December 31, 2025, 2024 and 2023, we incurred research and development expenses of approximately $18,510, $16,793, and $15,049, respectively, on Company-sponsored research and development for new products, improvements to existing products, and manufacturing processes. We have historically funded our research and development programs with funds available from current operations with the intent of recovering those costs from profits derived from future sales of products resulting from, or enhanced by, the research and development effort.
We prioritize our product development activities in an effort to allocate resources to those product candidates that, we believe, have the greatest commercial potential. Factors we consider in determining the products to pursue include projected markets and needs, status of our proprietary rights, technical feasibility, expected and known product attributes, and estimated costs to bring the product to market.
Capital Projects
We continue to invest in projects across all production facilities and capital expenditures were approximately $43,193, $35,148, and $37,274 for 2025, 2024 and 2023, respectively. In 2025, we invested $18,820 on projects expected to provide favorable returns on investment, including expanded capacity in key product lines and efficiency projects in both the HNH and the ANH segments and equipment upgrades to improve process reliability and support our business growth. In addition, we invested $5,147 for environmental, health, safety, and security upgrades to our facilities. In 2024, we invested $17,202 on projects expected to provide favorable returns on investment, including expanded capacity in key product lines in the HNH segment and equipment upgrades to improve process reliability and support our business growth. In addition, we invested $7,200 for environmental, health, safety, and security upgrades to our facilities. In 2023, we invested $20,720 on projects expected to provide favorable returns on investment, including expanded capacity in key product lines in the HNH segment. In addition, we invested $6,900 for environmental, health, safety, and security upgrades to our facilities. Capital expenditures are projected to range from $40,000 to $45,000 for 2026, including our continued efforts to invest in energy and water saving projects, while exploring additional renewable energy opportunities in supporting our future growth and capacities.
Environmental and Regulatory Matters
The Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), a health and safety statute, requires that certain products within our Specialty Products segment must be registered with the U.S. Environmental Protection Agency ("EPA") because they
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are considered pesticides. As part of the registration review process, the EPA assesses a wide variety of studies to determine the likelihood of risk to human health and the environment from exposure associated with use of the product. We hold EPA registrations permitting us to sell ethylene oxide (“EtO”) to others as a medical device sterilant and spice fumigant and propylene oxide as a fumigant of nuts and spices.
In April 2008, the EPA issued a RED (“Re-registration Eligibility Decision”) for EtO which permitted the continued use of EtO “to sterilize medical or laboratory equipment, pharmaceuticals, and aseptic packaging, or to reduce microbial load on musical instruments, cosmetics, whole and ground spices and other seasoning materials and artifacts, archival material or library objects”. In 2013, the EPA initiated a new registration review of EtO, in line with and as part of the registration review scheduled for a large number of other pesticides. When the Final Work Plan was issued in March 2014, the EPA anticipated that this registration review process would take approximately seven years. In December 2016, the EPA issued its Integrated Risk Information System (“IRIS”) assessment of EtO (the "IRIS Assessment"), another aspect of the EPA’s safety review of EtO. In November 2020, the EPA issued a Draft Human Health Risk Assessment for Ethylene Oxide (“Draft HHRA”). In this Draft HHRA, the EPA presented multiple perspectives on risk extrapolation, including the IRIS Assessment. While acknowledging the necessity of maintaining the critical uses of EtO, based on the range of unit risk provided in this qualitative assessment, the EPA stated that there should be further mitigation measures implemented. In April 2023, the EPA released a Proposed Interim Decision and Draft Human Health Risk Assessment addendum which included certain proposed mitigation measures. In January 2025, the EPA issued its Interim Decision (“ID”) whereby EtO was re-registered for the sterilization of medical devices and the reduction of microbes on certain spices/seasonings. The ID provides for a phase-out period for the use of EtO on certain spices, and it discontinues minor applications, such as use on musical instruments, cosmetics, and archival and library materials. The ID also includes mitigation and monitoring measures impacting product users, including our customers, with phased compliance deadlines ranging from several months to ten years. Further, the ID contemplates that EPA will gather annual worker exposure data from EtO users, including our customers. The ID is still subject to further review, including additional stakeholder input.
EtO, when used as a sterilant for certain medical devices, has no known equally effective substitute. In October 2019, the U.S. Food and Drug Administration in a public statement said, "Although medical devices can be sterilized by several methods, ethylene oxide is the most common method of sterilization of medical devices in the U.S. and is a well-established and scientifically-proven method of preventing harmful microorganisms from reproducing and causing infections." Management believes the lack of availability of this product could not be reasonably tolerated by various medical device manufacturers or the health care industry due to the resultant infection potential.
Similarly, the EPA issued a RED for propylene oxide in August 2006. At that time, the EPA “determined that products containing the active ingredient propylene oxide ("PPO") are eligible for re-registration provided that…risk mitigation measures…are adopted.” In 2013, the EPA initiated a new registration review of propylene oxide, in line with and as part of the registration review scheduled for a large number of other pesticides. A Final Work Plan was issued in March 2014, and the EPA anticipated that this review process would take approximately seven years. In October 2020, the EPA issued both the Proposed Interim Decision and Draft Risk Assessment for propylene oxide. In July 2021, the EPA issued the Interim Decision. Based on these documents, the use of propylene oxide to treat nuts and spices will continue to be permitted with minimal changes to the current approved usage. We submitted required changes to the product label for propylene oxide which were reviewed and approved by the EPA in 2025.
Our facility in Verona, Missouri, while held by a prior owner, Syntex Agribusiness, Inc. (“Syntex”), was designated by the EPA as a Superfund site and placed on the National Priorities List in 1983 because of dioxin contamination on portions of the site. Remediation was conducted by Syntex under the oversight of the EPA and the Missouri Department of Natural Resources. We are indemnified by the sellers under our May 2001 asset purchase agreement covering our acquisition of the Verona, Missouri facility for potential liabilities associated with the Superfund site, and one of the sellers, in turn, has the benefit of certain contractual indemnification by Syntex in relation to the implementation of the above-described Superfund remedy. In June 2023, in response to a Special Notice Letter received from the EPA in 2022, BCP Ingredients, Inc. ("BCP"), the Company's subsidiary that operates the site, Syntex, EPA, and the State of Missouri entered into an Administrative Settlement Agreement and Order on Consent (“ASAOC”) for a focused remedial investigation/feasibility study ("RI/FS") under which (a) BCP will conduct a source investigation of potential source(s) of releases of 1,4-dioxane and chlorobenzene at a portion of the site and (b) BCP and Syntex will complete a RI/FS to determine a potential remedy, if any is required. Activities under the ASAOC are underway and are expected to continue for some period of time.
In connection with normal operations at our plant facilities, we are required to maintain environmental and other permits, including those relating to the use of EtO. From time to time, our manufacturing sites may be subject to inspections by the EPA and other agencies. To the extent any consent orders or other agreements are entered into as a result of findings from such inspections, the Company is committed to ensuring compliance with such orders or agreements. For a further discussion of our potential environmental liabilities, see Note 15, Commitments and Contingencies, to our Consolidated Financial Statements.
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We believe we are in compliance in all material respects with applicable laws and regulations that have been enacted or adopted relating to human health, safety and the environment. Such compliance includes the maintenance of required permits under air pollution regulations and compliance with requirements of the Occupational Safety and Health Administration. The cost of such compliance has not had a material effect upon the results of our operations or our financial condition.
We produce products which are required to be manufactured in conformity with current Good Manufacturing Practice (“cGMP”) regulations as interpreted and enforced by the FDA, through third party contract arrangement. Modifications, enhancements or changes in contracted manufacturing facilities or procedures relating to our pharmaceutical products are, in many circumstances, subject to FDA approval, which may be subject to a lengthy application process or which we may be unable to obtain. Any contracted manufacturing facilities that manufacture our pharmaceutical products are periodically subject to inspection by the FDA and other governmental agencies, and operations at these facilities could be interrupted or halted if the results of these inspections are unsatisfactory.
Human Capital
Our employees are our most valued asset and fundamental to our success. We believe that our global team of talented and dedicated employees embody our core values and align with our vision of making the world a healthier place. As of December 31, 2025, we employed approximately 1,352 full-time employees worldwide, with approximately 16% covered by collective-bargaining agreements. Our team has been successful in attracting and retaining skilled and experienced employees in a competitive landscape. Additionally, we continue to enhance and leverage our existing technological capabilities to further optimize productivity and performance, and explore new solutions to drive efficiencies.
We believe that our best performance is achieved when our teams reflect a variety of diverse backgrounds, experiences and perspectives. Fostering a culture of belonging is an important element of Balchem's Human Resources strategy. We continue to explore strategies to help ensure we have a fully engaged workforce and that we are able to attract the best and brightest from the broad workforce landscape.
Health and Safety
Protecting the workplace environment and the health and safety of our employees, contractors, visitors, and neighbors is our top priority. Our recordable injury rate, which is defined as recordable injuries per 200,000 hours worked, was 0.63, 0.57, and 1.39 in 2025, 2024, and 2023, respectively. In 2025, we have continued the improvements on our environmental, health, safety, and security systems and programs placing greater emphasis on proactive identification and correction of hazards. We enhanced our emphasis on near-miss reporting and improved communication across various locations, enabling us to address risks, incidents, and further develop awareness across the organization. In addition, we have reallocated Environmental, Health, and Safety (EHS) resources to enable a more rapid response and support across our operations. We continue to improve our working conditions and work practices to further improve safety.
Training and Well-Being Programs
Our vision is to create a culture of learning and development of our employees to foster an environment of continuous learning. We are committed to the professional development of our workforce, investing in training programs designed to enhance employee skills and create career paths for advancement. All employees are expected to complete necessary compliance training and have access to numerous online trainings for both personal and professional development. We continue to have our existing and emerging leaders participate in formal leadership development training. Through our Employee Assistance Program and healthcare benefit provider, our employees have access to resources to help support positive mental health, emotional well-being, and healthy lifestyles. Additionally, employees have access to resources which can provide aid with financial and legal issues, as well as support in handling elder care challenges.
Performance Review, Compensation and Benefits
Our annual performance review process is an important, objective-based dialogue to foster continuous growth and development by providing an opportunity to establish goals and deliver feedback relative to each employee's performance. Balchem's annual review process is closely aligned with a formal succession planning and talent review process designed to identify and develop the next generation of leaders.
We are dedicated to providing full-time employees with a competitive compensation package that includes medical, dental, vision, and prescription benefits in addition to a 401(k) matching program. Balchem also provides financial support for health and wellness programs such as online financial wellness content, sponsored weight loss programs and subsidized gym memberships. We also provide generous time off and leave benefits, which are important to help ensure employees can maintain a healthy work/life balance.
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For the years ended December 31, 2025 and 2024, our turnover rate was 8% and 9%, respectively, for salaried employees with an average length of service of over 9 years for both years. For the years ended December 31, 2025 and 2024, our turnover rate was 23% and 21%, respectively, for hourly employees with an average length of service of about 7 years for both years. We continue to prioritize employee retention with effective employment engagement efforts with frequent town hall meetings, a tool to promote peer to peer recognition, and various rewards and recognition programs.
Sustainability
We operate as strong stewards of our shareholders, customers, suppliers, employees, and the communities in which we operate. We are working to make our workforce more inclusive, our business more sustainable, and our communities more engaged by maintaining strong environmental, social and governance practices.
In 2025, we published our 2024 Sustainability Report. This report provides detailed information regarding our corporate responsibility strategy, focus areas and governance structure. We are committed to reducing our greenhouse gas emissions by implementing new technologies, improving operational efficiencies, and expanding our reliance on renewable energy. In addition, we are committed to reducing our global water use by recycling water and investing in new technologies to improve water efficiency. For more information on our approach to sustainability management, refer to our website at https://balchem.com/responsibility/sustainability. The information contained on, or that may be accessed through, the Company’s website is not incorporated by reference into, and is not part of, this Annual Report on Form 10-K.
Available Information
Our headquarters is located at 5 Paragon Drive, Montvale, NJ 07645. Our telephone number is (845) 326-5600 and our Internet website address is www.balchem.com. We make available through our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to such reports, as soon as reasonably practicable after they have been electronically filed with the Securities and Exchange Commission (the "SEC"). Such reports are available via a link from the Investors page on our website to a list of our reports on the SEC’s EDGAR website. The address of the SEC's website is www.sec.gov.

Item 1A.    Risk Factors
We discuss our expectations regarding future performance, events and outcomes in this Form 10-K, quarterly and annual reports, press releases and other written and oral communications. All statements except for historical and present factual information are “forward-looking statements” and are based on financial data and business plans available only as of the time the statements are made, which may become outdated or incomplete. Forward-looking statements are inherently uncertain, and investors must recognize that events could significantly differ from our expectations. You should carefully consider the risk factors discussed below, together with all the other information included in this Form 10-K, in evaluating us and our ordinary shares. If any of the risks below actually occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. Any such adverse effect may cause the trading price of our ordinary shares to decline, and as a result, you could lose all or part of your investment in us. Our business may also be adversely affected by risks and uncertainties not known to us or risks that we currently believe to be immaterial. We assume no obligation to update any forward-looking statements as a result of new information, future events or other factors.

Operational Risks

We face risks associated with our sales to customers and manufacturing operations outside the United States.
Our net sales consist of sales both within and outside the United States. In addition, we conduct a portion of our manufacturing outside the United States. The majority of our foreign sales occur through our foreign subsidiaries and the remainder of our foreign sales result from exports to foreign distributors, resellers and customers. Our foreign sales and operations are subject to a number of risks, including: longer accounts receivable collection periods; the impact of recessions and other economic conditions in economies outside the United States; export duties and quotas; imposition of, or escalations or changes in, tariffs, sanctions, trade restrictions, and trade relations including but not limited to those associated with the United States-Mexico-Canada Agreement ("USMCA") which replaced the North American Free Trade Agreement ("NAFTA"), other free trade agreements, and the exit of the United Kingdom from the European Union; new or unexpected changes in regulatory requirements; certification requirements; environmental regulations; reduced protection for intellectual property rights in some countries; potentially adverse tax consequences; political and economic instability; geopolitical tensions and increased geopolitical volatility; geopolitical trends towards nationalism and protectionism; changing perceptions of U.S.-based companies; preference for locally produced products; and global economic uncertainty and long-term changes in global trade. These factors could have a material adverse impact on our ability to increase or maintain our international sales.
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Our sales and operations may be adversely affected by supply chain disruptions due to political unrest, terrorist acts, and national and international conflicts.
Our sales and operations are subject to a number of risks, including political and economic instability, geopolitical tensions, and increased geopolitical volatility, which could have a material adverse impact on our ability to increase or maintain our international sales and operations. National and international conflicts such as war, border closures, civil disturbances and terrorist acts, including Russia's invasion of Ukraine and the ongoing conflict in the Middle East, may increase the likelihood of already strained supply interruptions and further hinder our ability to access the materials and energy we need to manufacture our products. Additional supply chain disruptions will make it harder for us to find favorable pricing and reliable sources for the materials we need. As a result, such disruptions will put upward pressure on our costs and increase the risk that we may be unable to acquire the materials and services we need to continue to make certain products, in particular at our manufacturing facilities in Europe.

Our financial success depends in part on the reliability and sufficiency of our manufacturing facilities.
Our revenues depend on the effective operation of our manufacturing, packaging, and processing facilities. The operation of our facilities involves risks, including the breakdown, failure, or substandard performance of equipment, power outages, the improper installation or operation of equipment, explosions, fires, natural disasters, failure to achieve or maintain safety or quality standards, work stoppages, supply or logistical outages, and the need to comply with environmental and other directives of governmental agencies. The occurrence of material operational problems, including, but not limited to, the above events, could adversely affect our profitability during the period of such operational difficulties.
Our ability to successfully grow and expand our business depends on our ability to recruit and retain a highly qualified and motivated workforce.
Our ability to successfully grow and expand our business is dependent upon our ability to recruit and retain a workforce with the skills necessary to develop, manufacture and deliver the products and services desired by our customers. We need highly skilled and qualified personnel in multiple areas, including research and development, engineering, sales, manufacturing, information technology, cybersecurity, accounting, regulatory, and management. We must therefore continue to effectively recruit, retain and motivate highly qualified, skilled and diverse personnel to maintain our current business and support our projected growth. A shortage of these employees for various reasons, including intense competition for skilled employees, labor shortages, increased labor costs, candidates’ preference to work remotely, changes in laws and policies regarding immigration and work authorizations in jurisdictions where we have operations, or any government mandates that may result in workforce attrition and difficulty with recruiting, may jeopardize our ability to grow and expand our business.

We may, from time to time, experience problems in our labor relations.
A portion of our North American workforce is represented by a union under a single collective-bargaining agreement. In Europe, employees at our Marano Ticino, Italy facility and Bertinoro, Italy facility are covered by a national collective-bargaining agreement, respectively. We believe that our present labor relations with all our union employees are satisfactory, however, our failure to renew these agreements on reasonable terms could result in labor disruptions and increased labor costs, which could adversely affect our financial performance. Similarly, if our relations with the union portion of our workforce do not remain positive, such employees could initiate a strike, work stoppage or slowdown in the future. In the event of such an action, we may not be able to adequately meet the needs of our customers using our remaining workforce and our operations and financial condition could be adversely affected. Additionally, other portions of our workforce could become subject to union campaigns.

The effects of global climate change or other unexpected events, including global health crises, may disrupt our operations and have a negative impact on our business.
The effects of global climate change, such as extreme weather conditions and natural disasters occurring more frequently or with more intense effects, or the occurrence of unexpected events including floods, extreme wind, wildfires, tornadoes, hurricanes, earthquakes, tsunamis and other severe hazards or global health crises, such as the outbreak of Ebola or the global COVID-19 pandemic, or other actual or threatened epidemic, pandemic, outbreak and spread of a communicable disease or virus, in the countries where we operate or sell products and provide services, could adversely affect our operations and financial performance. Extreme weather, natural disasters, power outages, global health crises or other unexpected events could disrupt our operations by impacting the availability and cost of materials needed for manufacturing, causing physical damage and partial or complete closure of our manufacturing sites or distribution centers, loss of human capital, temporary or long-term disruption in the manufacturing and supply of products and services and disruption in our ability to deliver products and services to customers. These events and disruptions could also adversely affect our customers’ and suppliers’ financial condition or ability to operate, resulting in reduced customer demand, delays in payments received or supply chain disruptions. Further, these events and
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disruptions could increase insurance and other operating costs, including impacting our decisions regarding construction of new facilities to select areas less prone to climate-related events and natural disasters, which could result in indirect financial risks passed through the supply chain or other price modifications to our products and services.

We may be subject to risks relating to our information technology and operational technology systems.
We rely extensively on information technology and operational technology systems, networks and services including hardware, software, firmware and technological applications and platforms (collectively, "IT Systems") to manage and operate our business from end-to-end, including ordering and managing materials from suppliers, design and development, manufacturing, marketing, selling and shipping to customers, invoicing and billing, managing our banking and cash liquidity systems, managing our enterprise resource planning and other accounting and financial systems and complying with regulatory, legal and tax requirements. We have invested and will continue to invest in improving our IT Systems. Some of these investments are significant and impact many important operational processes and procedures. There is no assurance that newly implemented IT Systems will improve our current systems, improve our operations or yield the expected returns on the investments. In addition, the implementation of new IT Systems may be more difficult, costly or time consuming than expected and cause disruptions in our operations and, if not properly implemented and maintained, negatively impact our business. If our IT Systems cease to function properly or if these systems do not provide the anticipated benefits, our ability to manage our operations could be impaired.

We currently rely on third-party service providers for many of the critical elements of our global information and operational technology infrastructure and their failure to provide effective support for such infrastructure could negatively impact our business and financial results.
We have outsourced many of the critical elements of our global information and operational technology infrastructure to third-party service providers in order to achieve efficiencies. If such service providers do not perform or do not perform effectively, we may not be able to achieve the expected efficiencies and may have to incur additional costs to address failures in providing service by the service providers. Depending on the function involved, such non-performance, ineffective performance or failures of service may lead to business disruptions, processing inefficiencies or security breaches.

Disruptions or breaches of our information systems could adversely affect us.
Despite our implementation of cybersecurity measures which have focused on prevention (including a robust cybersecurity employee education program to train our employees on email and password security, recognizing phishing and related topics on a regular basis), mitigation, resilience and recovery, our network and products, including access solutions, may be vulnerable to cybersecurity attacks, computer viruses, malicious codes, malware, ransomware, phishing, social engineering, denial of service, hacking, break-ins and similar disruptions, including through use of emerging technologies, such as artificial intelligence ("AI") and machine learning. Cybersecurity attacks and intrusion efforts are continuous and constantly evolving, making it more difficult to successfully defend against them or to implement adequate preventative measures, and in certain cases they have been successful at the most robust institutions. Geopolitical tensions or conflicts may further heighten the risk of cybersecurity attacks. Further, the emergence and maturation of AI capabilities may lead to new or more sophisticated methods of attack, including fraud or phishing attempts that rely upon "deep fake" impersonation technology or other forms of generative technology that may increase the efficiency or effectiveness of cybersecurity attacks. AI is also increasingly being used by malicious actors to create more targeted cybersecurity attacks and spread disinformation. The scope and severity of risks that cyber threats present have increased dramatically and include, but are not limited to, malicious software, attempts to gain unauthorized access to data or premises, exploiting weaknesses related to vendors or other third parties that could be exploited to attack our systems, denials of service and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data. Any such event could have a material adverse effect on our business, operating results and financial condition, as we face regulatory, reputational and litigation risks resulting from potential cyber incidents, as well as the potential of incurring significant remediation costs. Further, while we maintain insurance coverage that may, subject to policy terms and exclusions, cover certain aspects of our cyber risks, such insurance coverage may be insufficient to cover our losses or all types of claims that may arise in the continually evolving area of cyber risk.
We also face increasing and evolving disclosure obligations related to cybersecurity events. Despite rigorous processes, we may not adequately meet all our existing or future disclosure obligations and/or we may have our disclosures misinterpreted. Determining whether a cybersecurity incident is notifiable or reportable may not be straightforward and any such mandatory disclosures could lead to negative publicity, loss of customer confidence in the effectiveness of our security measures, diversion of management's attention and governmental investigations.
Our daily business operations also require us to collect and/or retain sensitive data such as intellectual property, proprietary business information and data related to customers, employees, suppliers and business partners within our networking infrastructure including data from individuals subject to the European Union's General Data Protection Regulation, that is subject
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to privacy and security laws, regulations and/or customer-imposed controls. Despite our efforts to protect such data, the loss or breach of such data due to various causes including material security breaches, catastrophic events, extreme weather, natural disasters, power outages, system failures, computer viruses, improper data handling, programming errors, unauthorized access and employee error or malfeasance could result in wide reaching negative impacts to our business, and as such, the ongoing maintenance and security of this information is pertinent to the success of our business operations and our strategic goals.
Our networking infrastructure and related assets may be subject to unauthorized access by hackers, employee error or malfeasance or other unforeseen activities. Such issues could result in the disruption of business processes, network degradation and system downtime, along with the potential that a third party will exploit our critical assets such as intellectual property, proprietary business information and data related to our customers, suppliers and business partners. To the extent that such disruptions occur and our business continuity plans do not effectively address these disruptions in a timely manner, they may cause delays in the manufacture or shipment of our products and the cancellation of customer orders and, as a result, our business, operating results and financial condition could be materially and adversely affected, resulting in a possible loss of business or brand reputation.

Business and Financial Risks

Increased competition could adversely affect our business and financial results.
We face competition in our markets from a number of large and small companies, some of which have greater financial, research and development, production and other resources than we do. Our competitive position is based principally on performance, quality, customer support, service, breadth of product line, manufacturing or packaging technology and the selling prices of our products. We may be unable to effectively compete on all these bases. Further, our competitors may improve the design and performance of their products and introduce new products with competitive price and performance characteristics. While we expect to do the same to maintain our current competitive position and market share, if we are unable to anticipate evolving trends in the market or the timing and scale of our competitors’ activities and initiatives, the demand for our products and services could be negatively impacted.

Global economic conditions may adversely affect our business, operating results and financial condition.
Unfavorable changes and instability in economic conditions, including inflation, monetary policies, recession, changes in tariffs and trade relations amongst international trading partners, geopolitical tensions and increased geopolitical volatility, or other changes in economic conditions, may adversely impact the markets in which we operate. These conditions may make it extremely difficult for our customers, our vendors and us to accurately forecast and plan future business activities, and they could cause U.S. and foreign businesses to slow spending on our products which would reduce our revenues and profitability. If inflation in costs such as raw materials, packaging, freight, labor and energy prices increase beyond our ability to control for them through measures such as implementing operating efficiencies, we may not be able to increase prices to sufficiently offset the effect of various costs increases without negatively impacting customer demand, thereby negatively impacting our margin performance and results of operations.
Furthermore, during challenging economic times our customers may face issues gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us. If that were to occur, we may be required to increase our allowance for doubtful accounts and cash flow would be negatively impacted. We cannot predict the timing, depth or duration of any economic slowdown or subsequent economic recovery, worldwide, or in the markets in which we operate. Also, at any point in time we have funds in our cash accounts that are with third party financial institutions. These balances in the U.S. and other countries could exceed the Federal Deposit Insurance Corporation (“FDIC”) and other relevant insurance limits, respectively. While we monitor the cash balances in our accounts, these balances could be impacted if the underlying financial institutions fail or could be subject to other adverse conditions in the financial markets. Additionally, our future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in jurisdictions with differing statutory tax rates, changes in tax laws, regulations and judicial rulings or changes in the interpretation thereof.

Raw material shortages or price increases could adversely affect our business and financial results.
The principal raw materials that we use in the manufacture of our products can be subject to price fluctuations due to market conditions and factors beyond our control, including severe hazards, global health crises and inflationary pressures. Such raw materials include materials derived from petrochemicals, minerals, metals, agricultural commodities and other commodities. While the selling prices of our products tend to increase or decrease over time with the cost of raw materials, these changes may not occur simultaneously or to the same degree. At times, including during periods of rapidly increasing raw material prices, we may be unable to pass increases in raw material costs through to our customers due to certain contractual obligations. Such increases in the price of raw materials, if not offset by product price increases, or substitute raw materials, would have an adverse impact on our profitability. We believe we have reliable sources of supply for our raw materials under normal market conditions.
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We cannot, however, predict the likelihood or impact of any future raw material shortages. Any shortages or unforeseen price increases could have a material adverse impact on our results of operations.

Our international operations subject us to currency translation risk and currency transaction risk which could cause our results to fluctuate from period to period.
The financial condition and results of operations of our foreign subsidiaries are reported in local currencies and then translated into U.S. dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Exchange rates between these currencies in recent years have fluctuated and may do so in the future. Furthermore, we incur currency transaction risk whenever we enter into either a purchase or a sales transaction using a currency different than the functional currency. Given the volatility of exchange rates, we may not be able to effectively manage our currency transactions and/or translation risks. Volatility in currency exchange rates could impact our business and financial results.
Although we utilize risk management tools, such as derivative instruments, to mitigate market fluctuations in foreign currencies, any changes in strategy in regard to risk management tools can also affect revenue, expenses and results of operations and there can be no assurance that such measures will result in cost savings or that all market fluctuation exposure will be eliminated.

Our debt instruments are subject to interest rate risks and impose operating and financial restrictions which could have an adverse impact on our business and results of operations.
Our incurrence of indebtedness could have negative consequences to us, including limiting our ability to borrow additional monies for our working capital, capital expenditures, acquisitions, debt service requirements or other general corporate purposes; limiting our flexibility in planning for, or reacting to, changes in our operations, our business or the industries in which we compete; our leverage may place us at a competitive disadvantage by limiting our ability to invest in the business or in further research and development; making us more vulnerable to downturns in our business or the economy; and there would be a material adverse effect on our business and financial condition if we were unable to service our indebtedness or obtain additional financing, as needed.
Our ability to make payments on our indebtedness depends on our ability to generate cash in the future. If we do not generate sufficient cash flow to meet our debt service and working capital requirements, we may need to seek additional financing or sell assets. This may make it more difficult for us to obtain financing on terms that are acceptable to us, or at all. Without any such financing, we could be forced to sell assets to make up for any shortfall in our payment obligations under unfavorable circumstances.
Interest payable in accordance with our five-year senior secured revolving credit agreement (the "Credit Agreement") is based on a fluctuating rate. In light of potential fluctuations, including interest rate increases, we are exposed to risk resulting from adverse changes in interest rates.
In addition, certain of our financial transactions such as our credit agreement have, or in the future could have, interest rates that are tied to reference rates such as the Secured Overnight Financing Rate (“SOFR”). The volatility and availability of such reference rates, including the use of alternative reference rates, are outside of our control and the consequences are not entirely predictable.
We may not be able to successfully consummate and manage acquisition, joint venture and divestiture activities which could have an impact on our results.
From time to time, we may acquire other businesses, enter into joint ventures and, based on an evaluation of our business portfolio, divest existing businesses. These acquisitions, joint ventures and divestitures may present financial, managerial and operational challenges, including diversion of management attention from existing businesses, difficulty with integrating or separating personnel and financial and other systems, increased expenses, difficulties in realizing synergies expected to result from acquisitions, potential loss of key employees, key contractual relationships or key customers of acquired companies or of us, difficulties in integrating financial reporting systems and implementing controls, procedures and policies, including disclosure controls and procedures and internal control over financial reporting, appropriate for public companies of our size at companies that, prior to the acquisition, had lacked such controls, procedures and policies, assumption of unknown liabilities and indemnities, and potential disputes with the buyers or sellers. In addition, we may be required to incur asset impairment charges (including charges related to tangible assets, goodwill and other intangible assets) in connection with acquired businesses which may reduce our profitability. If we are unable to consummate such transactions, or successfully integrate and grow acquisitions and achieve contemplated revenue synergies and cost savings, our financial results could be adversely affected. Additionally, joint ventures inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks.

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We may not be able to effectively manage and implement restructuring initiatives or other organizational changes.
We may, from time to time, restructure or make other adjustments to our workforce and manufacturing footprint in response to market or product changes, performance issues, changes in strategy, acquisitions and/or other internal and external considerations. These restructuring activities and other organizational changes may result in increased restructuring costs, diversion of management’s time and attention from daily operations and temporarily reduced productivity. If we are unable to successfully manage and implement restructuring and other organizational changes, we may not achieve or sustain the expected growth or cost savings benefits of these activities or do so within the expected timeframe. These effects could recur in connection with future acquisitions and other organizational changes and our results of operations could be negatively affected.

Changes in our relationships with our vendors, changes in tax or trade policy, interruptions in our operations or supply chain or increased commodity or supply chain costs could adversely affect our results of operations.
We are dependent on our vendors, including common carriers, to supply raw materials to our manufacturing facilities. As we continue to add capabilities to quickly move the appropriate amount of inventory at optimal operational costs through our entire supply chain, operating our fulfillment network becomes more complex and challenging. If our fulfillment network does not operate properly, if a vendor fails to deliver on its commitments, or if common carriers have difficulty providing capacity to meet demands for their services, we could experience inventory shortages, delivery delays or increased delivery costs, which could lead to lost sales and decreased customer confidence, and adversely affect our results of operations.
A large portion of our raw materials are sourced, directly or indirectly, from outside the U.S. Any major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, between the U.S. and countries from which we source raw materials could require us to take certain actions, including for example raising prices on products we sell and seeking alternative sources of supply from vendors in other countries with whom we have less familiarity, which could adversely affect our reputation, sales, and our results of operations.
Political or economic instability, geopolitical tensions and volatility, currency fluctuations, the outbreak of pandemics or other illnesses (such as the COVID-19 pandemic), labor unrest, transport capacity and costs, port security, weather conditions, natural disasters, or other events that could alter or suspend our operations, slow or disrupt port activities, or affect foreign trade are beyond our control and could materially disrupt our supply of raw materials, increase our costs, and/or adversely affect our results of operations. There have been periodic labor disputes impacting the U.S. ports that have caused us to make alternative arrangements to continue the flow of inventory, and if these types of disputes recur, worsen, or occur in other countries through which we source products, it may have a material impact on our costs or inventory supply. Changes in the costs of procuring commodities used in our products or the costs related to our supply chain, could adversely affect our results of operations.

Adverse publicity or consumer concern regarding the safety or quality of food products containing our products, or health concerns, whether with our products, products in the same general class as our products or for food products containing our products, may result in the loss of sales. Also, consumer preferences for products containing our products may change.
We are dependent upon consumers’ perception of the safety, quality and possible dietary benefits of products containing our food ingredient products. As a result, substantial negative publicity concerning our products or other foods and beverages in which our products are used could lead to a loss of consumer confidence in those products, removal of those products from retailers’ shelves and reduced sales and prices of our products. Product quality issues, actual or perceived, or allegations of product contamination, even when false or unfounded, could hurt the image of our products or of brands of products containing our products, and cause consumers to choose other products. Further, any product recall, whether our own or by a third party, whether due to real or unfounded allegations, could impact demand on food products containing our products or even our products. Any of these events could have a material adverse effect on our business, results of operations and financial condition. Consumer preferences, as well as trends, within the food industries change often and our failure to anticipate, identify or react to changes in these preferences and trends could, among other things, lead to reduced demand and price reductions, and could have an adverse effect on our business, results of operations and financial condition. While we continue to diversify our product offerings, developing new products entails risks and we cannot be certain that demand for our products and products containing our products will continue at current levels or increase in the future.

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Legal, Regulatory and Compliance Risks

Material adverse legal judgments, fines, penalties or settlements could adversely affect our business.
We may from time to time become involved in various legal proceedings and disputes incidental to the operation of our business. Our business may be adversely affected by the outcome of these proceedings and other contingencies (including, without limitation, product liability, tort, environmental, intellectual property, antitrust, data protection, privacy, and labor and employment matters) that cannot be predicted with certainty. As required by GAAP, if applicable, we establish reserves based on our assessment of contingencies. Subsequent developments in legal proceedings and other contingencies may affect our assessment and estimates of the loss contingency recorded as a reserve, and we may be required to make additional material payments.

Our business exposes us to potential product liability claims and recalls, which could adversely impact our financial condition and performance.
Our development, manufacture and sales of food ingredient, pharmaceutical, nutritional supplement and other products involve an inherent risk of exposure to product liability claims, product recalls, product seizures and related adverse publicity. A product liability judgment against us could also result in substantial and unexpected expenditures, affect consumer confidence in our products, and divert management’s attention from other responsibilities. Although we maintain certain insurance coverage in amounts we believe are customary within the industry, there can be no assurance that this level of coverage is adequate or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A product recall or a partially or completely uninsured judgment against us could have a material adverse effect on results of operations and financial condition.

Our brands are important assets of our businesses, and violation of our trademark rights by imitators could negatively impact revenues and brand reputation.
Our brands and trademarks enjoy a reputation for quality and value and are important to our success and competitive position. Unauthorized use of our trademarks may not only erode sales of our products but may also cause significant damage to our brand name and reputation, interfere with relationships with our customers and increase litigation costs. There can be no assurance that our on-going effort to protect our brand and trademark rights will prevent all violations.

Allegations that we have infringed the intellectual property rights of third parties could negatively affect us.
We may be subject to claims of infringement of intellectual property rights by third parties. In general, if it is determined that one or more of our technologies, products or services infringes the intellectual property rights owned by others, we may be required to cease marketing those products or services, to obtain licenses from the holders of the intellectual property at a material cost or to take other actions to avoid infringing such intellectual property rights. The litigation process is costly and subject to inherent uncertainties, and we may not prevail in litigation matters regardless of the merits of our position. Adverse intellectual property litigation or claims of infringement against us may become extremely disruptive if the plaintiffs succeed in blocking the trade of our products and services and may have a material adverse effect on our business.

We are subject to risks related to sustainability and corporate social responsibility and various reputational matters.
Our reputation and the reputation of our brands, including the perception held by our customers, end-users, business partners, investors, other key stakeholders and the communities in which we do business are influenced by various factors. With respect to interest from our stakeholders on our sustainability and corporate social responsibility (including Environmental, Social and Governance ("ESG")) practices and disclosure, if we fail, or are perceived to have failed, in any number of sustainability or corporate social responsibility matters, such as environmental stewardship, goals regarding our intended reduction of carbon emissions and water usage, workplace conduct and belonging, and support for local communities, or to effectively respond to changes in, or new, legal or regulatory requirements concerning climate change, climate risk reporting, or other sustainability concerns, our reputation or the reputation of our brands may suffer. Such damage to our reputation and the reputation of our brands may negatively impact our business, financial condition and results of operations. Further, there are an increasing number of anti-ESG legislative initiatives that may conflict with other regulatory requirements or our stakeholders' expectations.
In addition, negative or inaccurate postings or comments, misinformation, and disinformation across the media landscape, including on social media or networking websites about the Company or our brands could generate adverse publicity that could damage our reputation or the reputation of our brands. If we are unable to effectively manage real or perceived issues, including concerns about product quality, safety, corporate social responsibility or other matters, sentiments toward the Company or our products could be negatively impacted, and our financial results could suffer.

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Our reputation, ability to do business and results of operations could be impaired by adverse publicity or improper conduct by any of our employees, agents or business partners.
We are subject to regulation under a variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to environmental, health and safety, sustainability, anti-corruption, export and import compliance, anti-trust, money laundering, data privacy, and artificial intelligence due to our global operations. We cannot provide assurance that our internal controls will always protect us from the improper conduct of our employees, agents and business partners. Any improper conduct could damage our reputation and subject us to, among other things, civil and criminal penalties, material fines, equitable remedies (including profit disgorgement and injunctions on future conduct), securities litigation and a general loss of investor confidence.

Our operations are subject to regulatory risks and the loss of governmental permits and approvals would materially and adversely affect some of our businesses.
Our U.S. and non-U.S. operations are subject to a number of laws and regulations, including food and feed regulations, and environmental, health and safety standards. We have incurred, and will be required to continue to incur, significant expenditures to comply with these laws and regulations. Changes to, or changes in interpretations of, current laws and regulations, including climate change legislation or other environmental mandates, could require us to increase our compliance expenditures, cause us to significantly alter or discontinue offering existing products and services or cause us to develop new products and services. Altering current products and services or developing new products and services to comply with changes in the applicable laws and regulations could require significant research and development investments, increase the cost of providing the products and services and adversely affect the demand for our products and services, including shifting demand to competitors in countries where laws and regulations may be less stringent.
In the event a regulatory authority concludes that we are not or have not at all times been in full compliance with these laws or regulations, we could be fined, criminally charged or otherwise sanctioned. Certain environmental laws assess liability on current or previous owners of real property or operators of manufacturing facilities for the costs of investigation, removal or remediation of hazardous substances or materials at such properties or at properties at which parties have disposed of hazardous substances. Liability for investigative, removal and remedial costs under certain U.S. federal and state laws and certain non-U.S. laws are retroactive, strict and joint and several. In addition to cleanup actions brought by governmental authorities, private parties could bring personal injury or other claims due to the presence of, or exposure to, hazardous substances. For more information, see "Item 1. Business – Environmental and Regulatory Matters" of this report.
While we have planned for future capital and operating expenditures to maintain compliance with environmental laws, our costs of compliance may exceed our estimates. We may also be subject to environmental claims for personal injury, liabilities arising from past, present or future releases of, or exposures to, hazardous substances, or cost recovery actions for remediation of facilities in the future based on our past, present or future business activities.
Further, pursuant to applicable environmental and safety laws and regulations, we are required to obtain and maintain certain governmental permits and approvals, including EPA registrations under FIFRA for some of our products. We maintain EPA FIFRA registrations for ethylene oxide as a medical device sterilant and spice fumigant and for propylene oxide as a fumigant of nuts and spices. These products are progressing through a multi-year FIFRA re-registration review process. Recent documents indicate that the EPA intends to continue the registrations for both ethylene oxide and propylene oxide with certain additional mitigation measures. The EPA may re-examine the registrations in the future in accordance with the provisions of FIFRA. Any future determination by the EPA to discontinue permitted use of ethylene oxide or propylene oxide would have a material adverse effect on our business and financial results.

Commercial supply of pharmaceutical products that we may develop, subject to cGMP manufacturing regulations, would be performed by third-party cGMP manufacturers. Modifications, enhancements or changes in third-party manufacturing facilities or procedures of our pharmaceutical products are, in many circumstances, subject to FDA approval, which may be subject to a lengthy application process or which we may be unable to obtain. Any third-party cGMP manufacturers that we may use are periodically subject to inspection by the FDA and other governmental agencies, and operations at these facilities could be interrupted or halted if the results of these inspections are unsatisfactory. Failure to comply with the FDA or other governmental regulations can result in fines, unanticipated compliance expenditures, recall or seizure of products, total or partial suspension of production, enforcement actions, injunctions and criminal prosecution, which could have a material adverse effect on our business and financial results.

Permits and approvals may be subject to revocation, modification or denial under certain circumstances. Our operations or activities could result in administrative or private actions, revocation of required permits or licenses, or fines, penalties or damages, which could have an adverse effect on us. In addition, we cannot predict the extent to which any legislation or regulation may affect the market for our products or our cost of doing business.

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Concerns about ethylene oxide emissions have resulted in regulatory requirements for ethylene oxide users that have impacted, and may continue to impact, such users' ability to use the ethylene oxide process to sterilize medical devices among other things, which may, in turn, affect sales to our customers and our operations.
In recent years, there has been increased focus on the use and emissions of ethylene oxide (“EtO”) by the EPA and some state environmental agencies. Certain of the Company’s customers who use EtO in the U.S. mainly for the sterilization of medical devices have received ongoing federal, state, and local scrutiny related to potential emissions of EtO at their facilities. This scrutiny is associated with the IRIS Assessment described in “Item 1. Business – Environmental and Regulatory Matters” of this report, which deemed chronic exposure to EtO over many years as unsafe at levels below those found in the environment. The EPA began using the IRIS Assessment in 2020 to regulate change to existing permissible emissions limits at facilities that produce or use EtO in non-sterilization processes, and subsequently implemented rules for EtO sterilization facilities as well. Additionally, some state and local regulators have drawn their own conclusions from the IRIS Assessment, which has resulted in some actions against our customers that continue to impact these customers’ ability to use the EtO process to sterilize medical devices. Due to these regulatory actions, many customers have taken or are expected to take some downtime to install new abatement equipment.
In January 2025, the EPA issued its Interim Decision (“ID”) whereby EtO was re-registered for the sterilization of medical devices and the reduction of microbes on certain spices/seasonings. The ID provides for a phase-out period for the use of EtO on certain spices, discontinues certain minor applications, and includes mitigation and monitoring measures impacting product users, including our customers, with phased compliance deadlines ranging from several months to ten years. Further, the ID contemplates that EPA will gather annual worker exposure data from EtO users, including our customers. EtO registrants may not continue to sell EtO products to customers who do not provide such data. While the Company remains confident that the sterilization industry as a whole will take appropriate measures to comply with the latest EPA requirements in a timely manner, there is no assurance that this will consistently be the case. The Company plans on continuing to work with various stakeholders to help ensure the EPA considers all available assessments to appropriately evaluate the risks of EtO. If the ID and other requirements remain unchanged, such requirements will likely result in increased costs and regulatory burdens. Further, additional regulatory requirements associated with the use and emission of EtO may be imposed in the future, both within and outside of the U.S. Such increased regulation could require users of EtO to temporarily suspend operations to install additional emissions control technology, limit the use of EtO or take other actions which could ultimately impact our business, financial condition or results of operations.


Item 1B.    Unresolved Staff Comments

None.


Item 1C.    Cybersecurity
Cybersecurity is a critical part of our enterprise risk management. The Board, through its Audit Committee, oversees enterprise risk management, including cybersecurity. To more effectively address cybersecurity threats, we have numerous security layers within our least privilege network approach which is managed by our Information Technology ("IT") department. Our cybersecurity programs align with numerous standards and continue to grow and develop as new technologies emerge. Further, we have regular user awareness testing and trainings in place which help keep all end users and executive leadership up-to-date on the most current threats. The global head of our IT department has responsibility over cybersecurity management globally and reports directly to the Chief Financial Officer. He has degrees in both management information systems and cybersecurity - and has held a number of progressing roles, including management of global infrastructure, information security and technology operations at Balchem, in addition to managing a global team of information technology and cybersecurity experts. The IT department provides regular updates to senior management and provides at least an annual update, or more frequently if necessary, to both the Audit Committee and the full Board regarding the current threat landscape at Balchem, cybersecurity technologies, mitigation strategies, industry trends and best practices that we follow, major cybersecurity incidents (if any), and other areas of importance. Additional activities to maintain and enhance information security are discussed below.
•Reliable, Scalable Systems and Infrastructure
Our information security systems, infrastructure, and processes are built on and follow the U.S. National Institute of Standards and Technology ("NIST") framework for information security, which is a set of guidelines, accepted standards, and best practices for mitigating organization cybersecurity risks published by NIST. We continue to make significant investments in industry-leading and advanced technologies as part of our strategy to strengthen our security posture, business continuity capabilities, and ability to protect and safeguard systems and stakeholder data. Our Information Security Program includes at least annual penetration testing of our systems by an independent third party.
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•Automation and Artificial Intelligence
We employ controlled security testing activities to evaluate attack vectors and validate our ability to detect and respond to cyber threats. Artificial intelligence is used as part of early warning systems designed to detect, alert, and respond to potential cyber threats.
•Training
Recognizing that information security, stakeholder data, and privacy principles involve more than just systems and infrastructure, we provide semi-annual cybersecurity education and training to all users with access to IT systems, devices, or applications. Internal social engineering phishing campaigns are conducted frequently with the goal of building a culture of cybersecurity, as well as raising awareness and reinforcing best practices across the organization.
Third parties also play a role in our cybersecurity. We engage third-party services to conduct evaluations of our security controls, whether through penetration testing, independent audits or consulting on best practices to address new challenges. These evaluations include testing both the design and operational effectiveness of security controls.
We apply a risk-based approach to mitigate cybersecurity risks associated with our use of third-party service providers and cybersecurity considerations affect the selection and oversight of these third-party service providers. We perform risk-based due diligence on third parties with access to our systems, data or facilities, commensurate with the level of access and risk.
While we have experienced cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash flows. Even with the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. See Item 1A. “Risk Factors - Operational Risks - Disruptions or breaches of our information systems could adversely affect us” for a discussion of cybersecurity risks.
In the event of a possible cybersecurity incident, we would immediately implement our crisis management plan, which includes the following steps:
(1) Internal reporting and review of the incident or development
(2) Gathering and assessing information
(3) Developing and implementing a communications strategy
(4) Monitoring and evaluating a response
(5) Debrief and recovery
As part of the gathering and assessment of information in step 2, we will consider various factors to make a materiality determination of the incident, including business impact, potential costs, impacted data, scope of the incident, possible litigation or regulatory implications, and reputational damage.

Item 2.    Properties
Our corporate headquarters is located in Montvale, New Jersey. Our operations are conducted at our owned and leased facilities throughout the U.S. and other foreign countries. These facilities house manufacturing and warehousing operations, as well as administrative offices. We have a total of 38 locations across the world and some of these manufacturing and warehousing locations serve multiple segments.
The following is a summary of our principal properties:

SegmentLocationAdministrativeManufacturingWarehousing
Corporate5 U.S. cities and 1 foreign country6——
HNH11 U.S. cities and 6 foreign countries1167
ANH6 U.S. cities and 1 foreign country—82
SP4 U.S. cities and 5 foreign countries172
Other2 U.S. cities and 1 foreign country—3—

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We believe that our production facilities and related machinery and equipment are well maintained, suitable for their purpose, and adequate to support our businesses.

Item 3.    Legal Proceedings
In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, from time to time, including commercial and contract disputes, labor and employment matters, product liability claims, environmental liabilities, trade regulation matters, intellectual property disputes and tax-related matters. Further, in connection with normal operations at our plant facilities, our manufacturing sites may, from time to time, be subject to inspections or inquiries by the EPA and other agencies. To the extent any consent orders or other agreements are entered into as a result of findings from such inspections or inquiries, the Company is committed to ensuring compliance with such orders or agreements.
Information with respect to certain legal proceedings is included in Note 15, Commitments and Contingencies, to our Consolidated Financial Statements for the year ended December 31, 2025 contained in this Annual Report on Form 10-K, and is incorporated herein by reference.
In our opinion, we do not expect pending legal matters to have a material adverse effect on our consolidated financial position, results of operations, liquidity or cash flows.

Item 4.    Mine Safety Disclosures
Not applicable.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following is a list of executive officers of the Company as of February 20, 2026.
Theodore L. Harris, age 60, has served as our Chairman, President and Chief Executive Officer since 2017, and prior to that, as Board Director, President and Chief Executive Officer since 2015.
C. Martin Bengtsson, age 48, has served as our Executive Vice President and Chief Financial Officer since February 2019. Mr. Bengtsson has also served as our General Manager, Animal Nutrition and Health since March 2024.
Hatsuki Miyata, age 50, has served as our Executive Vice President, Chief Legal Officer and Secretary since February 2025 and prior to that, as our General Counsel since July 2022. Ms. Miyata previously served as Deputy General Counsel and Corporate Secretary at Allegion plc, a global manufacturing company in seamless access and security products, from October 2018 to July 2022.
Frederic Boned, age 48, has served as our Senior Vice President and General Manager, Human Nutrition and Health, since November 2022. He has also served as Head of Digital Transformation and AI since October 2025. Prior to that, he served as Regional Vice President, Health Nutrition and Care – North America from January 2022 to November 2022, and Vice President, Human Nutrition and Health – North America from September 2018 to January 2022, each at DSM, a Dutch multinational corporation in the fields of health and nutrition.
George Graham, age 56, has served as our Senior Vice President and Chief R&D Officer since October 2025. Prior to that, he served as Senior Vice President of R&D at Mead Johnson Nutrition Company (part of Reckitt Benckiser) from April 2023 – October 2025. Prior to that, he served as Senior Vice President of R&D at Beachbody Company from December 2020 to April 2023, and as Vice President of Mars Advanced Research Institute in the U.K. from July 2018 to July 2020.
Martin L. Reid, age 59, has served as our Senior Vice President and Chief Supply Chain Officer since September 2022. Prior to that, he served as Vice President and Chief Supply Chain Officer from January 2021 to September 2022. Mr. Reid served as Chief Supply Chain Officer at Godiva Chocolate from May 2019 to December 2020.
M. Brent Tignor, age 48, has served as our Senior Vice President and Chief Human Resources Officer since September 2022. Prior to that, he led the Human Resources department as our Vice President and Chief Human Resources Officer from February 2022 to September 2022 and as our Vice President, Human Resources from 2016 to February 2022.
Job L. van Gunsteren, age 49, has served as our Senior Vice President and General Manager, Specialty Products, since September 2022. Prior to that, he served as our Vice President and General Manager, Specialty Products from August 2019 to September 2022 and as our Director for Animal Nutrition and Health – EMEA from 2013 to 2019.
William A. Backus, age 59, has served as our Vice President and Chief Accounting Officer since October 2017.

All above-listed officers except for Ms. Miyata, Mr. Boned, and Mr. Graham have been employed by the Company for more than the past five years. No family relationship exists between any of the above-listed executive officers of the Company. All officers are elected to hold office for one year or until their successors are elected and qualified or their earlier death, resignation or removal from office by the Board of Directors of the Company.
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PART II
Item 5.    Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Common Stock is listed on the Nasdaq Stock Market LLC under the symbol “BCPC.”
On February 6, 2026, the closing price for the Common Stock on the Nasdaq Stock Market LLC was $173.16.
Record Holders
As of February 6, 2026, the approximate number of holders of record of Common Stock was 57. Such number does not include stockholders who hold their stock in street name.
Performance Graph
The graph below sets forth the cumulative total stockholder return on the Common Stock (referred to in the table as “BCPC”) for the five years ended December 31, 2025, the overall stock market return during such period for shares comprising the Russell 2000® Index (which we believe includes companies with market capitalization similar to that of us), and the overall stock market return during such period for shares comprising the Dow Jones U.S. Specialty Chemicals Index, in each case assuming a comparable initial investment of $100 on December 31, 2020 and the subsequent reinvestment of dividends. The Russell 2000® Index measures the performance of the shares of the 2000 smallest companies included in the Russell 3000® Index. In light of our industry segments, we do not believe that published industry-specific indices are necessarily representative of stocks comparable to us. Nevertheless, we consider the Dow Jones U.S. Specialty Chemicals Index to be potentially useful as a peer group index with respect to us. The performance of the Common Stock shown on the graph below is historical only and not necessarily indicative of future performance.
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Issuer Purchase of Equity Securities
The following table summarizes the share repurchases activity for the year ended December 31, 2025:
 
Total Number of Shares
Purchased (1)
Average Price Paid Per Share
Total Number of Shares
Purchased as
Part of Publicly Announced
Programs(2)
Approximate Dollar Value of Shares that May Yet Be
Purchased Under the
Plans or Programs(2)(3)
January 1-31, 2025— $— — $103,418,864 
February 1-28, 202532,369 $161.90 32,369 $95,302,085 
March 1-31, 2025500 $167.48 500 $98,501,855 
     First Quarter32,869 32,869 
April 1-30, 202549,616 $156.24 49,616 $84,139,744 
May 1-31, 2025155,055 $164.24 155,055 $62,982,137 
June 1-30, 2025294 $158.35 294 $60,675,920 
     Second Quarter 204,965 204,965 
July 1-31, 20251,030 $156.17 1,030 $59,681,644 
August 1-31, 202565,416 $161.32 65,416 $51,095,995 
September 1-30, 202529,314 $160.49 29,314 $46,127,486 
     Third Quarter95,760 95,760 
October 1-31, 2025110,712 $154.75 110,712 $46,127,486 
November 1-30, 2025160,061 $153.83 160,061 $2,560,266 
December 1-31, 202580,560 $156.90 80,560 $616,670,503 
     Fourth Quarter351,333  351,333  
Total684,927 684,927 
(1) The Company repurchased (withheld) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan and made open market repurchases of common stock pursuant to a share repurchase agreement in compliance with Rule 10b-18 or a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
(2) On December 9, 2025, the Board of Directors of the Company approved a new stock repurchase program which replaced the previously approved June 1999 program. The December 2025 program authorizes the repurchase of up to and including 4,000,000 shares of the Company's ordinary shares. This new stock repurchase program has no expiration date, does not oblige the Company to acquire any particular amount of the Company's ordinary shares, and may be terminated at any time. As of December 9, 2025, the 1999 program was terminated and all remaining authorized shares (5,742 shares) were expired. Since the inception of the new program on December 9, 2025, a total of 69,659 shares have been repurchased under the December 2025 program.
(3) Dollar amounts in this column equal the number of shares remaining available for repurchases under the stock repurchase programs as of the last date of the applicable month multiplied by the monthly average price paid per share.

Item 6.    [Reserved]

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Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
(All amounts in thousands, except share and per share data)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the related notes included in this report. Refer to Part II, Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (filed with the SEC on February 21, 2025) for additional discussion of our financial condition and results of operations for the year ended December 31, 2023. In addition, discussion of year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K, and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Those statements in the following discussion that are not historical in nature should be considered to be forward-looking statements that are inherently uncertain. See “Cautionary Statement Regarding Forward-Looking Statements.”


Overview
We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, plant nutrition, sterilization, fumigation, and industrial markets. Our three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products, as more fully described in Note 10, Segment Information, of the consolidated financial statements. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".
Recent Developments
Anti-Dumping Investigation in the European Union
In late June 2025, the European Commission announced that it would impose provisional duties between 95.4% and 120.8% on imports into the European Union of choline chloride originating in the People’s Republic of China, effective July 1, 2025. The investigation was initiated by the European Commission in late October 2024, following a complaint lodged by Balchem Italia Srl and another complainant. On December 19, 2025, the European Commission published their final decision to set definitive duties between 90.0% and 115.9%. Further, the European Commission set rules to make it clear that the country of origin of choline chloride, regardless of form, will be the country where the chemical reaction between trimethylamine hydrochloride and ethylene oxide takes place.

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Segment Results
We sell products for all three segments through our own sales force, independent distributors, and sales agents.
The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three years ended December 31, 2025, 2024 and 2023 (in thousands):
Business Segment Net Sales
202520242023
Human Nutrition and Health$659,387 $600,258 $550,751 
Animal Nutrition and Health230,852 214,710 238,326 
Specialty Products140,976 132,749 125,965 
Other and Unallocated (1)
5,946 5,967 7,397 
Total$1,037,161 $953,684 $922,439 
Business Segment Earnings From Operations
202520242023
Human Nutrition and Health$153,906 $135,957 $102,419 
Animal Nutrition and Health18,687 14,013 27,576 
Specialty Products42,901 39,906 34,579 
Other and Unallocated (1)
(6,168)(6,967)(5,381)
Total$209,326 $182,909 $159,193 
(1) Other and Unallocated consists of a few minor businesses which individually do not meet the quantitative thresholds for separate presentation and corporate expenses that have not been allocated to a segment. Unallocated corporate expenses consist of: (i) Transaction and integration costs of $1,242, $1,484 and $1,617 for years ended December 31, 2025, 2024 and 2023, respectively, and (ii) Unallocated amortization expense of $0, $0, and $312 for years ended December 31, 2025, 2024, and 2023, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.



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Results of Operations - Fiscal Year 2025 compared to Fiscal Year 2024

Summary of Consolidated Statements of Earnings
(in thousands)20252024Increase
(Decrease)		% Change
Net sales$1,037,161 $953,684 $83,477 8.8 %
Gross margin370,633 336,206 34,427 10.2 %
Operating expenses161,307 153,297 8,010 5.2 %
Earnings from operations209,326 182,909 26,417 14.4 %
Interest and other expenses10,296 16,456 (6,160)(37.4)%
Income tax expense44,185 37,978 6,207 16.3 %
Net earnings$154,845 $128,475 $26,370 20.5 %
Management's discussion and analysis of the Consolidated Statements of Earnings is included below:
Net Sales
Increase
(Decrease)
(in thousands)20252024% Change
Human Nutrition and Health$659,387 $600,258 $59,129 9.9 %
Animal Nutrition and Health230,852 214,710 16,142 7.5 %
Specialty Products140,976 132,749 8,227 6.2 %
Other5,946 5,967 (21)(0.4)%
Total$1,037,161 $953,684 $83,477 8.8 %

•The increase in net sales within the Human Nutrition and Health segment for 2025 compared to 2024 was driven by higher sales within both the nutrients business and the food ingredients and solutions businesses. Total sales for this segment grew 9.9%, with volume and mix contributing 6.6%, average selling prices contributing 2.8%, and the change in foreign currency exchange rates contributing 0.4%.

•The increase in net sales within the Animal Nutrition and Health segment for 2025 compared to 2024 was driven by higher sales in both the ruminant and monogastric species markets. Total sales for this segment increased by 7.5%, with average selling prices contributing 5.6%, volume and mix contributing 1.0%, and the change in foreign currency exchange rates contributing 0.9%.

•The increase in net sales within the Specialty Products segment for 2025 compared to 2024 was due to higher sales within both the performance gases market and the plant nutrition business. Total sales for this segment increased by 6.2%, with average selling prices contributing 4.0%, the change in foreign currency exchange rates contributing 1.3%, and volume and mix contributing 0.9%.

•Sales may fluctuate in future periods based on macroeconomic conditions, competitive dynamics, changes in customer preferences, and our ability to successfully introduce new products to the market.

Gross Margin
(in thousands)20252024Increase
(Decrease)		% Change
Gross margin$370,633 $336,206 $34,427 10.2 %
% of net sales35.7 %35.3 %
Gross margin dollars increased for 2025 compared to 2024 due to higher sales and a favorable mix, partially offset by certain higher manufacturing input costs.
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Operating Expenses
(in thousands)20252024Increase
(Decrease)		% Change
Operating expenses$161,307 $153,297 $8,010 5.2 %
% of net sales15.6 %16.1 %
The increase in operating expenses was primarily due to an increase in compensation-related expenses of $8,327 and higher professional services of $3,856, partially offset by lower amortization expense of $2,376 and a decrease in agent and broker commissions of $1,132.
Earnings From Operations
(in thousands)20252024Increase
(Decrease)		% Change
Human Nutrition and Health$153,906 $135,957 $17,949 13.2 %
Animal Nutrition and Health18,687 14,013 4,674 33.4 %
Specialty Products42,901 39,906 2,995 7.5 %
Other and unallocated(6,168)(6,967)799 11.5 %
Earnings from operations$209,326 $182,909 $26,417 14.4 %
% of net sales (operating margin)20.2 %19.2 %
•Human Nutrition & Health segment earnings from operations increased $17,949 primarily due to a gross margin contribution of $22,438. The increase in gross margin was driven by the aforementioned higher sales and a favorable mix, partially offset by certain higher manufacturing input costs. The increase in gross margin was partially offset by an increase in operating expenses of $4,489, primarily due to higher compensation-related costs of $5,909, partially offset by lower amortization of $2,329.

•Animal Nutrition & Health segment earnings from operations increased $4,674 primarily due to a gross margin contribution of $7,259. The increase in gross margin was driven by the aforementioned higher sales and a favorable mix, partially offset by certain higher manufacturing input costs. The increase in gross margin was partially offset by an increase in operating expenses of $2,585, primarily driven by higher compensation-related expenses of $2,147.
•Specialty Products segment earnings from operations increased $2,995 primarily due to a gross margin contribution of $4,065. The increase in gross margin was driven by the aforementioned higher sales. This was partially offset by an increase in operating expenses of $1,070, primarily related to higher professional services of $831.

Other Expenses (Income)
(in thousands)20252024Increase
(Decrease)		% Change
Interest expense, net$10,219 $16,528 $(6,309)(38.2)%
Other expense (income), net77 (72)149 206.9 %
$10,296 $16,456 $(6,160)(37.4)%

Interest expense for 2025 and 2024 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The decrease in net interest expense is mainly due to lower outstanding borrowings.
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Income Tax Expense
(in thousands)20252024Increase
(Decrease)		% Change
Income tax expense$44,185 $37,978 $6,207 16.3 %
Effective tax rate22.2 %22.8 %
The decrease in the effective tax rate was primarily due to a decrease in certain state and foreign taxes partially offset by lower tax benefits from stock-based compensation.
Liquidity and Capital Resources
Contractual Obligations
Our short-term purchase obligations primarily include contractual arrangements in the form of purchase orders with suppliers. As of December 31, 2025, such purchase obligations were $134,910. For debt obligations, see Note 7, Revolving Loan, and for operating and finance lease obligations, see Note 18, Leases.
We are not aware of any current or pending demands on, or commitments for, our liquid assets that will materially affect our liquidity.
There were no material changes during the year ended December 31, 2025 outside the ordinary course of business in the specified contractual obligations set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.
We expect our operations to continue generating sufficient cash flow to fund working capital requirements and necessary capital investments. We are actively pursuing additional acquisition candidates. We could seek additional bank loans or access to financial markets to fund such acquisitions, our operations, working capital, necessary capital investments or other cash requirements should we deem it necessary to do so.
Cash
Cash and cash equivalents increased to $74,570 at December 31, 2025 from $49,515 at December 31, 2024. At December 31, 2025, we had $61,986 of cash and cash equivalents held by our foreign subsidiaries. We presently intend to permanently reinvest these funds in foreign operations by continuing to make additional plant related investments, and potentially invest in partnerships or acquisitions; therefore, we do not currently expect to repatriate these funds in order to fund U.S. operations or obligations. However, if these funds are needed for U.S. operations, we could be required to pay additional withholding taxes to repatriate these funds. Working capital was $189,230 at December 31, 2025 as compared to $156,085 at December 31, 2024, an increase of $33,145. Significant cash payments during the year included repurchases of common stock of $107,636, capital expenditures and intangible assets acquired of $43,489, income taxes paid of $37,749, the payment of the 2024 declared dividend in 2025 of $28,287, and net payments on the revolving loan of $26,000.
(in thousands)20252024Increase
(Decrease)		% Change
Cash flows provided by operating activities$216,556 $181,999 $34,557 19.0 %
Cash flows used in investing activities(43,891)(59,736)15,845 26.5 %
Cash flows used in financing activities(152,810)(133,815)(18,995)(14.2)%
Operating Activities
The increase in cash flows from operating activities was primarily driven by the increase in net earnings and the impact from the changes in working capital.
Investing Activities
We continue to invest in corporate projects, improvements across all production facilities, and intangible assets. Total investments in property, plant and equipment and intangible assets were $43,489 and $35,661 for the years ended December 31, 2025 and 2024, respectively. Capital expenditures are projected to be approximately $40,000 to $45,000 for 2026. As mentioned above, we expect that our operations will continue to generate sufficient cash flow to fund the commitments for capital expenditures. These capital expenditures are part of our continuous efforts to support our growing businesses. Cash paid to acquire an existing toll
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manufacturer to add capacity amounted to $323 and $24,164 for the years ended December 31, 2025 and 2024, respectively, net of cash acquired.
Financing Activities
In 2025, we borrowed $88,000 to fund share repurchases and the payment of the 2024 dividend, and made total loan repayments of $114,000, resulting in $386,000 available under the 2022 Credit Agreement (see Note 7, Revolving Loan) as of December 31, 2025.

On December 9, 2025, the Company's Board of Directors approved a new stock repurchase program (the "December 2025 program"), which replaced the previously approved June 1999 program. The December 2025 program authorizes the repurchases of up to and including 4,000,000 shares of the Company's ordinary shares. This new stock repurchase program has no expiration date, does not oblige the Company to acquire any particular amount of the Company's ordinary shares, and may be terminated at any time. As of December 9, 2025, the 1999 program was terminated and all remaining authorized shares (5,742 shares) were expired. Since the inception of the December 2025 program, a total of 69,659 shares have been repurchased. We intend to acquire shares from time to time at prevailing market prices if and to the extent we deem it is advisable to do so based on our assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to a share repurchase agreement in compliance with Rule 10b-18 or a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. We also repurchase (withhold) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan. Such repurchases of shares from employees are funded with existing cash on hand. Repurchases of common stock were $107,636 and $5,682 for the years ended December 31, 2025 and 2024, respectively.
Proceeds from stock options exercised were $9,307 and $17,228 for the years ended December 31, 2025 and 2024, respectively. Dividend payments were $28,287 and $25,576 during 2025 and 2024, respectively.
Other Matters Impacting Liquidity
We have a liability of $6,731 for uncertain tax positions, including the related interest and penalties, recorded in accordance with ASC 740-10, for which we are unable to reasonably estimate the timing of settlement, if any.
We currently provide postretirement benefits in the form of two retirement medical plans, as discussed in Note 14, Employee Benefit Plans. The liability recorded in other long-term liabilities on the consolidated balance sheets as of December 31, 2025 and December 31, 2024 was $1,122 and $1,522, respectively, and the plans are not funded. Historical cash payments made under these plans have typically been less than $200 per year. We do not anticipate any changes to the payments made in the current year for the plans.
Balchem NV ("Chemogas") has an unfunded defined benefit plan. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amount recorded for these obligations on our balance sheet as of December 31, 2025 and December 31, 2024 was $869 and $613, respectively, and was included in other long-term obligations.
We provide an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust, which are included in "Other non-current assets" on the consolidated balance sheets. They are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability was $12,806 as of December 31, 2025, of which $12,781 was included in "Other long-term obligations" and $25 was included in "Accrued compensation and other benefits" on our consolidated balance sheets. The deferred compensation liability was $11,470 as of December 31, 2024, of which $11,449 was included in "Other long-term obligations" and $21 was included in "Accrued compensation and other benefits" on our consolidated balance sheets. The related rabbi trust assets was $12,798 as of December 31, 2025, of which $12,773 was included in "Other non-current assets" and $25 was included in "Other current assets" on the Company's consolidated balance sheets. The related rabbi trust assets was $11,465 as of December 31, 2024, and was included in "Other non-current assets" on the Company's consolidated balance sheets.
Related Party Transactions
We were engaged in related party transactions with St. Gabriel CC Company, LLC for the years ended December 31, 2025 and December 31, 2024. Refer to Note 17, Related Party Transactions.

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Critical Accounting Estimates
Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our management is required to make these critical accounting estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Actual results could differ from those estimates.
Our critical accounting estimates are those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. Management considers the following to be critical accounting estimates.
Goodwill and Intangible Assets
The valuation methods and assumptions used in valuing goodwill and identified intangibles and assessing the impairment of goodwill and identified intangibles involves a significant level of estimation uncertainty. In addition, the assumptions used in determining the useful life of an intangible asset involves a significant level of estimation uncertainty. Refer to the Goodwill and Acquired Intangible Assets section in Note 1, Business Description and Summary of Significant Accounting Policies, for details related to the valuation and impairment process of both goodwill and intangible assets. Changes in market conditions, laws and regulations, and key assumptions made in future quantitative assessments, including expected cash flows, competitive factors and discount rates, could result in the recognition of an impairment charge, and in turn could have a material impact on our financial condition or results of operations in subsequent periods.

Significant Accounting Policies and Recent Accounting Pronouncements
See Note 1, Business Description and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements regarding significant accounting policies and recent accounting pronouncements.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
Our cash and cash equivalents are held primarily in checking accounts, certificates of deposit, and money market investment funds. In 2019, we entered into an interest rate swap and cross-currency swap for hedging purposes. These derivatives settled on their maturity date of June 27, 2023 (refer to "Interest Rate Risk" and "Foreign Currency Exchange Risk" below and Note 19, Derivative Instruments and Hedging Activities). Additionally, as of December 31, 2025 and 2024, our borrowings were under a revolving loan bearing interest at a fluctuating rate as defined by the 2022 Credit Agreement plus an applicable rate (see Note 7, Revolving Loan). The applicable rate is based upon our consolidated net leverage ratio, as defined in the 2022 Credit Agreement. A 100 basis point increase or decrease in interest rates, applied to our borrowings at December 31, 2025, would result in an increase or decrease in annual interest expense and a corresponding reduction or increase in cash flow of approximately $1,640. We are exposed to commodity price risks, including prices of our primary raw materials. Our objective is to seek a reduction in the potential negative earnings impact of raw material pricing arising in our business activities. We manage these financial exposures, where possible, through pricing and operational means. Our practices may change as economic conditions change.
Interest Rate Risk
We have exposure to market risk for changes in interest rates, including the interest rate relating to the 2022 Credit Agreement. In the second quarter of 2019, we began to manage our interest rate exposure through the use of derivative instruments. These derivatives were utilized for risk management purposes, and were not used for trading or speculative purposes. We hedged a portion of our floating interest rate exposure using an interest rate swap (see Note 19, Derivative Instruments and Hedging Activities). This derivative settled on its maturity date of June 27, 2023.

Foreign Currency Exchange Risk
The financial condition and results of operations of our foreign subsidiaries are reported in local currencies and then translated into U.S. dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Therefore, we are exposed to foreign currency exchange risk related to these currencies. In 2019, we entered into a cross-currency swap, with a notional amount of $108,569, which we designated as a hedge of our net investment in Chemogas (see Note 19, Derivative Instruments and Hedging Activities). This derivative settled on its maturity date of June 27, 2023.
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Item 8.    Financial Statements and Supplementary Data

Index to Financial Statements and Supplementary Data:Page Numbers

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Report of Independent Registered Public Accounting Firm


To the Stockholders and the Board of Directors of Balchem Corporation
Opinions on the Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Balchem Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of earnings, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and schedule (collectively, the financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
Basis for Opinions
The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Reporting Units for Goodwill Impairment Testing
As described in Notes 1 and 5 to the financial statements, the Company’s goodwill balance was $816 million as of December 31, 2025. The Company performed an annual goodwill impairment test as of October 1, 2025, using a quantitative evaluation for each of its reporting units. The Company determines the fair value of its reporting units using the income approach, based on a discounted cash flow valuation model. To test for goodwill impairment, the Company compares the fair value of each reporting unit to its carrying value. When determining the fair value of each reporting unit, management makes significant estimates and assumptions related to a number of factors such as revenue growth rates, operating margins, estimated terminal values and future economic and market conditions.
Given the significant estimates and assumptions management makes to determine the fair value of the reporting units, we identified management’s assumptions related to the projected revenue growth rates and operating margin rates utilized in the valuation of the reporting units within the Company’s goodwill impairment tests as a critical audit matter. Auditing the reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
Our audit procedures related to revenue growth and operating margin rates utilized in the valuation of the Company’s reporting units included the following, among others:

•We obtained an understanding of the relevant controls related to the valuation of the Company’s reporting units and tested such controls for design and operating effectiveness, including management review controls over significant assumptions.

•We evaluated the reasonableness of management’s forecasts of revenue growth rates and projected operating margin rates by comparing to (1) the historical results and (2) internal communications to management and the Board of Directors, as well as considering whether these assumptions were consistent with evidence obtained in other areas of the audit.

•We evaluated the reasonableness of management’s forecasts of revenue growth rates and projected gross margin rates by considering the consistency with external market and industry data.

•With the assistance of our fair value specialists, we tested the mathematical accuracy of the fair value calculations.



/s/ RSM US LLP

We have served as the Company's auditor since 2004.

New York, New York
February 20, 2026

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BALCHEM CORPORATION
Consolidated Balance Sheets
December 31, 2025 and 2024
(Dollars in thousands, except share and per share data)
20252024
Current assets:
Cash and cash equivalents$74,570 $49,515 
Accounts receivable, net of allowance for credit losses of $862 and $909 at
   December 31, 2025 and 2024, respectively
143,596 119,662 
Inventories, net131,449 130,802 
Prepaid expenses9,778 8,054 
Other current assets6,221 5,737 
Total current assets365,614 313,770 
Property, plant and equipment, net306,648 282,154 
Goodwill816,375 780,030 
Customer relationships and lists132,994 132,484 
Other intangible assets with finite lives, net30,295 32,566 
Right of use assets - operating leases14,672 15,320 
Right of use assets - finance lease1,520 1,730 
Other non-current assets18,134 17,317 
Total assets$1,686,252 $1,575,371 
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable$60,425 $54,745 
Accrued expenses49,288 43,750 
Accrued compensation and other benefits27,896 22,886 
Dividends payable31,044 28,510 
Income tax payable3,912 4,466 
Operating lease liabilities - current3,614 3,134 
Finance lease liabilities - current205 194 
Total current liabilities176,384 157,685 
Revolving loan164,000 190,000 
Deferred income taxes54,143 43,722 
Operating lease liabilities - non-current11,324 12,967 
Finance lease liabilities - non-current1,544 1,749 
Other long-term obligations21,444 19,335 
Total liabilities428,839 425,458 
Commitments and contingencies (Note 15)
Stockholders’ equity:
Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding
— — 
Common stock, $.0667 par value. Authorized 120,000,000 shares; 32,058,121 shares issued
   and outstanding at December 31, 2025 and 32,527,244 shares issued and outstanding at
   December 31, 2024, respectively
2,139 2,170 
Additional paid-in capital92,331 173,997 
Retained earnings1,121,396 997,493 
Accumulated other comprehensive income (loss)41,547 (23,747)
Total stockholders’ equity1,257,413 1,149,913 
Total liabilities and stockholders’ equity$1,686,252 $1,575,371 
See accompanying notes to consolidated financial statements.
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BALCHEM CORPORATION
Consolidated Statements of Earnings
Years Ended December 31, 2025, 2024 and 2023
(In thousands, except per share data)
202520242023
Net sales$1,037,161 $953,684 $922,439 
Cost of sales666,528 617,478 620,383 
Gross margin370,633 336,206 302,056 
Operating expenses:
Selling expenses75,374 68,916 74,397 
Research and development expenses18,510 16,793 15,049 
General and administrative expenses67,423 67,588 53,417 
161,307 153,297 142,863 
Earnings from operations209,326 182,909 159,193 
Other expenses:
Interest expense, net10,219 16,528 22,613 
Other expense (income), net77 (72)(681)
10,296 16,456 21,932 
Earnings before income tax expense199,030 166,453 137,261 
Income tax expense44,185 37,978 28,718 
Net earnings$154,845 $128,475 $108,543 
Basic net earnings per common share$4.80 $3.97 $3.38 
Diluted net earnings per common share$4.75 $3.93 $3.35 

See accompanying notes to consolidated financial statements.
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BALCHEM CORPORATION
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2025, 2024 and 2023
(In thousands)
202520242023
Net earnings$154,845 $128,475 $108,543 
Other comprehensive income (loss), net of tax:
Net foreign currency translation adjustment65,535 (32,590)16,809 
Unrealized loss on cash flow hedge, net of taxes of $341 at December 31, 2023
— — (1,065)
Net change in postretirement benefit plan, net of taxes of $83, $44, and $39 at December 31, 2025, 2024 and 2023, respectively
(241)152 101 
Other comprehensive income (loss), net of tax65,294 (32,438)15,845 
Comprehensive income$220,139 $96,037 $124,388 

See accompanying notes to consolidated financial statements.
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BALCHEM CORPORATION
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2025, 2024 and 2023
(Dollars in thousands, except share and per share data)
Total
Stockholders'
Equity		Retained
Earnings		Accumulated
Other
Comprehensive
(Loss) Income		Common StockAdditional
Paid-in
Capital
SharesAmount
Balance - December 31, 2022$938,284 $814,487 $(7,154)32,152,787 $2,145 $128,806 
Net earnings108,543 108,543 — — — — 
Other comprehensive income15,845 — 15,845 — — — 
Dividends ($.79 per share)
(25,542)(25,542)— — — — 
Repurchases of common stock, including excise tax(4,514)— — (32,558)(2)(4,512)
Shares and options issued under stock plans21,368 — — 134,499 9 21,359 
Balance - December 31, 20231,053,984 897,488 8,691 32,254,728 2,152 145,653 
Net earnings128,475 128,475 — — — — 
Other comprehensive loss(32,438)— (32,438)— — — 
Dividends ($.87 per share)
(28,470)(28,470)— — — — 
Repurchases of common stock(5,682)— — (38,922)(3)(5,679)
Shares and options issued under stock plans34,044 — — 311,438 21 34,023 
Balance - December 31, 20241,149,913 997,493 (23,747)32,527,244 2,170 173,997 
Net earnings154,845 154,845 — — — — 
Other comprehensive income65,294 — 65,294 — — — 
Dividends ($.96 per share)
(30,942)(30,942)— — — — 
Repurchases of common stock, including excise tax(109,182)— — (684,927)(46)(109,136)
Shares and options issued under stock plans27,485 — — 215,804 15 27,470 
Balance - December 31, 2025$1,257,413 $1,121,396 $41,547 32,058,121 $2,139 $92,331 

See accompanying notes to consolidated financial statements.
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BALCHEM CORPORATION
Consolidated Statements of Cash Flows
Years Ended December 31, 2025, 2024 and 2023
(In thousands)
 202520242023
Cash flows from operating activities:   
Net earnings$154,845 $128,475 $108,543 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization45,690 47,973 54,935 
Stock compensation expense18,057 16,675 16,052 
Deferred income taxes6,262 (6,779)(10,814)
(Recovery of) provision for credit losses(97)299 37 
Unrealized gain on foreign currency transactions and deferred
   compensation		(680)(100)(733)
Asset impairment charge and (gain) loss on disposal of assets(58)1,664 7,031 
Change in fair value of contingent consideration liability— (91)(11,300)
Changes in assets and liabilities, net of acquired balances
Accounts receivable(20,853)5,582 6,969 
Inventories3,635 (22,791)10,530 
Prepaid expenses and other current assets(1,332)225 (3,540)
Accounts payable and accrued expenses11,292 9,065 3,552 
Income taxes(1,070)(583)2,194 
Other865 2,385 305 
Net cash provided by operating activities216,556 181,999 183,761 
Cash flows from investing activities:
Capital expenditures and intangible assets acquired(43,489)(35,661)(37,892)
Cash paid for acquisitions, net of cash acquired(323)(24,164)(1,252)
Proceeds from sale of assets274 359 1,881 
Proceeds from settlement of net investment hedge— — 2,740 
Investment in affiliates(353)(270)(290)
Net cash used in investing activities(43,891)(59,736)(34,813)
Cash flows from financing activities:
Proceeds from revolving loan88,000 26,000 18,000 
Principal payments on revolving debt(114,000)(145,569)(149,000)
Principal payments on finance lease(194)(216)(222)
Proceeds from stock options exercised9,307 17,228 5,242 
Dividends paid(28,287)(25,576)(22,872)
Repurchases of common stock(107,636)(5,682)(4,469)
Net cash used in financing activities(152,810)(133,815)(153,321)
Effect of exchange rate changes on cash5,200 (3,380)2,260 
Increase (decrease) in cash and cash equivalents25,055 (14,932)(2,113)
Cash and cash equivalents beginning of period49,515 64,447 66,560 
Cash and cash equivalents end of period$74,570 $49,515 $64,447 

Supplemental Cash Flow Information - see Note 12
See accompanying notes to consolidated financial statements.
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BALCHEM CORPORATION
Notes to Consolidated Financial Statements
(All amounts in thousands, except share and per share data)

NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description
Balchem Corporation (“Balchem” or the “Company”), including, unless the context otherwise requires, its wholly-owned subsidiaries, incorporated in the State of Maryland in 1967, is engaged in the development, manufacture and marketing of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, agricultural, and performance gases industries.
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform with the current period's presentation.

Revenue Recognition
Revenue for each of the Company’s business segments is recognized when control of the promised goods is transferred to our customers, in an amount that reflects the consideration we expect to realize in exchange for those goods. The Company reports amounts billed to customers related to shipping and handling as revenue and includes costs incurred for shipping and handling in cost of sales. Amounts received for unshipped merchandise are not recognized as revenue but rather they are recorded as customer deposits and are included in current liabilities. In instances of shipments made on consignment, revenue is recognized when control is transferred to the customer.

In accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, revenue-generating contracts are assessed to identify distinct performance obligations, allocating transaction prices to those performance obligations, and criteria for satisfaction of a performance obligation. The standard allows for recognition of revenue only when the Company has satisfied a performance obligation through transferring control of the promised good or service to a customer. Control, in this instance, may mean the ability to prevent other entities from directing the use of, and receiving benefit from, a good or service. The standard indicates that an entity must determine at contract inception whether it will transfer control of a promised good or service over time or satisfy the performance obligation at a point in time through analysis of the following criteria: (i) the entity has a present right to payment, (ii) the customer has legal title, (iii) the customer has physical possession, (iv) the customer has the significant risks and rewards of ownership and (v) the customer has accepted the asset. The Company assesses collectability based primarily on the customer’s payment history and on the creditworthiness of the customer.

Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company has funds in its cash accounts that are with third party financial institutions, primarily in certificates of deposit and money market funds. The Company's balances of cash and cash equivalents in the U.S. and other countries exceed the insurance limits of the Federal Deposit Insurance Corporation (“FDIC”) and other relevant insurance limits in other countries.
Accounts Receivable
Credit terms are granted in the normal course of business to the Company’s customers and on-going credit evaluations are performed on the Company’s customers. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires that credit losses be reported based on expected losses instead of the incurred loss model. Based on this ASU, customers' credit limits are adjusted based upon their reasonably expected credit worthiness, which is determined through review of their payment history, their current credit information, and any foreseeable future events. Collections and payments from customers are continuously monitored and allowances for credit losses for estimated losses resulting from the inability of the Company’s customers to make required payments are maintained. Estimated losses are based on historical experience, any specific customer collection issues identified, and any reasonably expected future adverse events. If the financial condition of our customers were to deteriorate resulting in an impairment of their ability to make payments, additional allowances and related bad debt expense may be required. Accounts receivable, net of allowance for credit losses as of December 31, 2023 amounted to $125,284.
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Inventories
Inventories are valued at the lower of cost (first in, first out) or net realizable value and have been reduced by an allowance for excess or obsolete inventories. Cost elements include material, labor and manufacturing overhead.
Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost.
Depreciation of plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Buildings
15-25 years
Equipment
2-28 years
Expenditures for repairs and maintenance are charged to expense. Alterations and major overhauls that extend the lives or increase the capacity of plant assets are capitalized. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation are removed from the accounts and any resultant gain or loss is included in earnings from operations.
Business Concentrations
Financial instruments that subject the Company to credit risk consist primarily of accounts receivable and money market investments. Investments are managed within established guidelines to mitigate risks. Accounts receivable subject the Company to credit risk partially due to the concentration of amounts due from customers. The Company extends credit to its customers based upon an evaluation of the customers’ financial condition and credit histories. In 2025, 2024 and 2023, no customer accounted for more than 10% of total net sales. As of December 31, 2025, one customer accounted for 14% of the Company's accounts receivable. The Company does not believe this concentration presents a significant credit risk based on the customer’s payment history and financial condition. Other than the one customer mentioned above, no other customer accounted for more than 10% of accounts receivable as of December 31, 2025 and 2024.
Post-employment Benefits
We provide life insurance, health care benefits, and defined benefit pension plan payments for certain eligible retirees and health care benefits for certain retirees’ eligible survivors. The costs and obligations related to these benefits reflect our assumptions as to health care cost trends and key economic conditions including discount rates, expected rate of return on plan assets, and expected salary increases. The cost of providing plan benefits also depends on demographic assumptions including retirements, mortality, turnover, and plan participation. If actual experience differs from these assumptions, the cost of providing these benefits could increase or decrease.
In accordance with ASC 715, “Compensation-Retirement Benefits,” we are required to recognize the overfunded or underfunded status of a defined benefit post retirement plan (other than a multi-employer plan) as an asset or liability in our statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.
Goodwill and Acquired Intangible Assets
Goodwill represents the excess of purchase price over the fair value of net assets acquired in accordance with ASC 805, "Business Combinations". Goodwill and intangible assets acquired in a business combination that have indefinite useful lives are not amortized but are instead assessed for impairment annually and more frequently if events and circumstances indicate that the assets might be impaired, in accordance with the provisions of ASC 350, "Intangibles-Goodwill and Other". The Company performed its annual test as of October 1. ASC 350 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment if events and circumstances indicate that the assets might be impaired.
In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which addresses changes to the testing for goodwill impairment by eliminating Step 2 of the process. In accordance with this update, a goodwill impairment test will be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.
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As of October 1, 2025 and 2024, the Company opted to bypass the qualitative assessment and proceeded directly to performing the quantitative goodwill impairment test. The Company assessed the fair values of its reporting units by utilizing the income approach, based on a discounted cash flow valuation model as the basis for its conclusions. The Company's estimates of future cash flows included significant management assumptions such as revenue growth rates, operating margins, estimated terminal values, and future economic and market conditions. The Company's assessment concluded that the fair values of the reporting units exceeded their carrying amounts, including goodwill. Accordingly, the goodwill of the reporting units was not considered impaired as of October 1, 2025 and 2024. The Company may resume performing the qualitative assessment in subsequent periods.
The following intangible assets with finite lives are stated at cost and are amortized either on an accelerated basis or on a straight-line basis over the following estimated useful lives:
 Amortization Period
(in years)
Customer relationships and lists
10 - 20
Trademarks and trade names
2 - 17
Developed technology
5 - 12
Regulatory registration costs
5 - 10
Patents and trade secrets
15 - 17
Other
 2 - 18
Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is generally based on discounted cash flows. The useful life of an intangible asset is based on our assumptions regarding expected use of the asset; the relationship of the intangible asset to another asset or group of assets; any legal, regulatory or contractual provisions that may limit the useful life of the asset or that enable renewal or extension of the asset’s legal or contractual life without substantial cost; the effects of obsolescence, demand, competition and other economic factors; and the level of maintenance expenditures required to obtain the expected future cash flows from the asset and their related impact on the asset’s useful life. If events or circumstances indicate that the life of an intangible asset has changed, it could result in higher future amortization charges or recognition of an impairment loss. For the year ended December 31, 2025, there were no triggering events which required intangible asset impairment reviews.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In evaluating our ability to recover our deferred tax assets, in full or in part, we consider all available positive and negative evidence, including our past operating results, our forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. The assumptions utilized in determining future taxable income require judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.
We recognize uncertain income tax positions taken on income tax returns at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a fifty percent likelihood of being sustained.
Our policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of our income tax provision.
Use of Estimates
Management is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and net sales and expenses during the reporting period. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Actual results could differ from those estimates.
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Fair Value of Financial Instruments
The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 2025 and 2024 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
The following fair value hierarchy is used to classify assets and liabilities:
•Level 1 - Inputs are quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
•Level 2 - Inputs include observable inputs other than quoted prices in active markets.
•Level 3 - Inputs are unobservable inputs for which there is little or no market data available.
Cost of Sales
Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, maintenance labor, depreciation expense, and overhead expense necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
Selling, General and Administrative Expenses
Selling expenses consist primarily of compensation and benefit costs, amortization of customer relationships and lists, trade promotions, advertising, commissions and other marketing costs. General and administrative expenses consist primarily of payroll and benefit costs, occupancy and operating costs of corporate offices, depreciation and amortization expense on non-manufacturing assets, information systems costs and other miscellaneous administrative costs.
Research and Development
Research and development costs are associated directly with the Company's efforts to develop, design, and enhance its products, services, technologies, or processes. Such costs are expensed as incurred.
Net Earnings Per Common Share
Basic net earnings per common share is calculated by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted net earnings per common share is calculated in a manner consistent with basic net earnings per common share except that the weighted average number of common shares outstanding also includes the dilutive effect of stock options outstanding, unvested restricted stock, and unvested performance shares (using the treasury stock method).
Stock-based Compensation
The Company has stock-based employee compensation plans, which are described more fully in Note 2, Stockholders' Equity. The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation,” which requires all share-based payments, including grants of stock options, to be recognized in the statement of earnings as an operating expense, based on their fair values. The Company estimates the fair value of each option award on the date of grant using either the Black-Scholes model or the Binomial model, whichever is deemed to be most appropriate. Estimates of and assumptions about forfeiture rates, terms, volatility, interest rates and dividend yields are used to calculate stock-based compensation. A significant change to these estimates could materially affect the Company’s operating results.
Impairment of Long-lived Assets
Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated
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future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is generally based on discounted cash flows.

Derivative Instruments and Hedging Activities
The Company is exposed to market fluctuations in interest rates as well as variability in foreign exchange rates. In May 2019, the Company entered into an interest rate swap with JP Morgan Chase, N.A. (the "Swap Counterparty") and a cross-currency swap with JP Morgan Chase, N.A. (the "Bank Counterparty"). The Company's primary objective for holding derivative financial instruments was to manage interest rate risk and foreign currency risk. The Company does not enter into derivative financial instruments for trading or speculative purposes.

The derivative instruments were with the above single counterparty and were subject to a contractual agreement that provided for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. As such, the derivative instruments were categorized as a master netting arrangement and presented as a net derivative asset or derivative liability on the consolidated balance sheet. The Company settled its derivative instruments on their maturity date of June 27, 2023 and had no other derivatives outstanding as of December 31, 2025 and 2024.

On a quarterly basis through their maturity, we assessed the effectiveness of the hedging relationships for the interest rate swap and cross-currency swap by reviewing the critical terms indicated in the applicable agreement. The hedging relationships were determined to be highly effective. As such, the net change in fair values of the interest rate swap, that qualified as a cash flow hedge, was recorded in accumulated other comprehensive income/(loss) and subsequently reclassified into interest expense as interest payments were made on our debt. For the cross-currency swap, the amounts that have not yet been recognized in earnings remain in the cumulative translation adjustment section of accumulated other comprehensive income until the hedged net investment is sold or liquidated in accordance with paragraphs 815-35-35-5A, "Derivatives and Hedging - Net Investment Hedges", and 830-30-40-1 through 40-1A, "Foreign Currency Matters - Derecognition". Refer to Note 19, Derivative Instruments and Hedging Activities, for detailed information about our derivative financial instruments.
Recently Issued Accounting Pronouncements
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270) - Narrow-Scope Improvements". The ASU clarifies interim disclosure requirements and the applicability of Topic 270 and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The ASU is effective for fiscal years beginning after December 15, 2027, including interim periods within those those fiscal years. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2025-11 but does not expect the adoption to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)." The new guidance is intended to enhance transparency and disclosures by requiring public entities to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on the consolidated financial statements and related disclosures.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation and information on income taxes paid. The amendment is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment in this Update should be applied on a prospective basis, with retrospective application permitted. The Company adopted this accounting guidance on December 31, 2025 on a prospective basis. Refer to Note 9, Income Taxes for the expanded disclosures.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures." The ASU expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning December 15, 2024. The Company adopted this
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accounting guidance on December 31, 2024, and applied it retrospectively to all prior periods presented in our consolidated financial statements. Refer to Note 10, Segment Information for the expanded disclosures.


NOTE 2 - STOCKHOLDERS’ EQUITY

Stock-Based Compensation

All share-based payments, including grants of stock options, are recognized in the statements of earnings as operating expenses, based on their fair values.

The Company has made an estimate of expected forfeitures, based on its historical experience, and is recognizing compensation cost only for those stock-based compensation awards expected to vest.
The Company’s results for the years ended December 31, 2025, 2024 and 2023 reflected the following compensation cost and such compensation cost had the following effects on net earnings:
 Increase/(Decrease) for the
Year Ended December 31,
 202520242023
Cost of sales$1,643 $1,716 $1,900 
Operating expenses16,414 14,960 14,152 
Net earnings(14,100)(12,865)(12,375)

On December 31, 2025, the Company had one share-based compensation plan under which awards may be granted, which is described below.

In June 2017, the Company’s shareholders approved the Balchem Corporation 2017 Omnibus Incentive Plan (“2017 Plan”) for officers, employees and directors of the Company and its subsidiaries. The 2017 Plan replaced the 1999 Stock Plan and amendments and restatements thereto (collectively to be referred to as the “1999 Plan"), which expired in April 2018. No further awards will be made under the 1999 Plan, and the shares that remained available for grant under the 1999 Plan will only be used to settle outstanding awards granted under the 1999 Plan and will not become available under the 2017 Plan. On June 22, 2023, the Company’s shareholders approved an amendment and restatement of the 2017 Plan (the “Amended 2017 Plan”). The Amended 2017 Plan is administered by the Compensation Committee of the Board of Directors of the Company. The Amended 2017 Plan provides as follows: (i) for a termination date of June 22, 2033; (ii) the authorization of 2,400,000 shares for future grants (which represents an increase of 800,000 shares from the amount approved under the 2017 Plan); (iii) for the making of grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards, as well as for the making of cash performance awards; (iv) except as provided by the Compensation Committee or in an employment agreement as in effect on the effective date of the Amended 2017 Plan, no automatic acceleration of outstanding awards upon the occurrence of a change in control of the Company; (v) certain annual limits on the number of shares and amount of cash that may be granted; (vi) for dividends or dividend equivalents otherwise payable on an unvested award to accrue and be paid only at such time as the vesting conditions applicable to the underlying award have been satisfied; (vii) for incentive compensation recovery if the Company is required to prepare an accounting restatement of its financial statements, in accordance with any compensation recovery policy adopted by the Company, applicable law, government regulations or national securities exchange requirements, or in the discretion of the Compensation Committee in the event of a restatement due to the Company’s material noncompliance with any financial reporting requirements under the securities laws; and (viii) for compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or the “Code”). No option will be exercisable for longer than ten years after the date of grant.

The shares to be issued upon exercise of the outstanding options have been approved, reserved and are adequate to cover all exercises. As of December 31, 2025, the Amended 2017 Plan had 680,970 shares available for future awards.
The fair value of each option award issued under the Company’s stock plans is estimated on the date of grant using either the Black-Scholes model or the Binomial model, whichever is deemed to be most appropriate. For the years ended December 31, 2025, 2024, and 2023, the fair value of each option grant uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company’s stock. The expected term of the options is based on the Company’s historical experience of employees’ exercise behavior. Dividend yields are based on the Company’s historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life.
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Year Ended December 31,
Weighted Average Assumptions:202520242023
Expected Volatility26.0 %28.4 %28.1 %
Expected Term (in years)5.25.04.8
Risk-Free Interest Rate4.5 %4.1 %3.9 %
Dividend Yield0.6 %0.6 %0.5 %
The Company has Restricted Stock Grant Agreements with the Company's non–employee directors and certain employees. Under the Restricted Stock Grant Agreements, certain shares of the Common Stock have been granted, ranging from 70 shares to 54,000 shares, to its non-employee directors and certain employees, subject to time-based vesting requirements. The value of the restricted shares is based on the fair value of the award at the date of grant.
The Company also has performance share (“PS”) awards, which provide the recipients the right to receive a certain number of shares of the Common Stock in the future, subject to certain performance hurdles, depending on the date of the grant: (1) an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period (typically three years), (2) a relative total shareholder return (“TSR”) market condition where vesting is dependent upon the Company’s TSR performance over the performance period (typically three years) relative to a comparator group consisting of the Russell 2000 index constituents, or (3) an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period (typically three years) and modified based on the Company's TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents.
Performance Share expense is measured based on the fair value at the date of grant. A Monte-Carlo simulation has been used to estimate the fair value. The assumptions used in the fair value determination were risk free interest rates of 4.3%, 4.2%, and 4.2%; dividend yields of 0.0%, 0.0%, and 0.5%; volatilities of 26%, 25%, and 32%; and initial TSR’s of -8.8%, 10.3%, and 4.2% in each case for the years ended December 31, 2025, 2024, and 2023, respectively. Expense is based on the estimated number of shares expected to vest, assuming the requisite service period is rendered and the probable outcome of the performance condition is achieved. The estimate is revised if subsequent information indicates that the actual number of shares likely to vest differs from previous estimates. Expense is ultimately adjusted based on the actual achievement of service and performance targets. The Performance Shares will cliff vest 100% at the end of the third year following the grant in accordance with the performance metrics set forth. Grants may be subject to a mandatory holding period of one year from the vesting date. For PS awards granted in 2024 and 2025, grants are subject to such holding period.
Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three to five years for stock options, three years for employee restricted stock awards, three years for employee performance share awards, and one to three years for non-employee director restricted stock awards.
A summary of stock option plan activity for 2025, 2024, and 2023 for all plans is as follows:
202520242023
# of
Shares
(000s)		Weighted Average
Exercise Price		# of
Shares
(000s)		Weighted Average
Exercise Price		# of
Shares
(000s)		Weighted Average
Exercise Price
Outstanding at beginning of year962 $114.81 1,078 $104.38 1,045 $99.82 
Granted51 159.18 113 143.43 109 138.09 
Exercised(107)86.87 (221)77.81 (64)81.98 
Forfeited(5)142.00 (8)139.64 (11)131.79 
Cancelled(1)139.81 — — (1)138.07 
Outstanding at end of year900 $120.48 962 $114.81 1,078 $104.38 
Exercisable at end of year630 $109.52 603 $99.59 720 $88.49 

The aggregate intrinsic value for outstanding stock options was $29,888, $46,346 and $47,889 at December 31, 2025, 2024 and 2023, respectively, with a weighted average remaining contractual term of 5.2 years at December 31, 2025. Exercisable stock
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options at December 31, 2025 had an aggregate intrinsic value of $27,618 with a weighted average remaining contractual term of 4.2 years.

Other information pertaining to option activity during the years ended December 31, 2025, 2024 and 2023 is as follows:

 Years Ended December 31,
 202520242023
Weighted-average fair value of options granted$48.86 $44.52 $40.91 
Total intrinsic value of stock options exercised ($000s)$7,756 $18,631 $3,241 


Additional information related to stock options outstanding under all plans at December 31, 2025 is as follows:

  Options OutstandingOptions Exercisable
Range of Exercise
Prices		Shares
Outstanding
(000s)		Weighted
Average
Remaining
Contractual
 Term		Weighted
Average
 Exercise
Price		Number
Exercisable
(000s)		Weighted
Average
Exercise
Price
$60.85 - $85.33
159 2.5$79.64 159 $79.64 
$85.40 - $120.60
273 3.6107.34 273 107.34 
$125.71 - $159.18
468 7.1142.06 198 136.61 
 900 5.2$120.48 630 $109.52 
Non-vested restricted stock activity for the years ended December 31, 2025, 2024 and 2023 is summarized below:
202520242023
 Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance at beginning of year 122 $141.62 116 $133.06 122 $124.42 
Granted69 158.35 51 147.98 40 137.20 
Vested(39)138.11 (39)124.63 (42)112.30 
Forfeited(5)149.08 (6)140.70 (4)128.06 
Non-vested balance at end of year 147 $150.15 122 $141.62 116 $133.06 

Non-vested performance share activity for the years ended December 31, 2025, 2024 and 2023 is summarized below:

202520242023
 Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance at beginning of year 79 $150.73 76 $135.25 70 $127.69 
Granted50 147.96 47 152.28 42 139.66 
Vested(44)130.29 (44)106.57 (36)98.84 
Forfeited(4)152.69 — — — — 
Non-vested balance at end of year 81 $160.14 79 $150.73 76 $135.25 

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As of December 31, 2025, 2024 and 2023, there was $19,889, $20,035 and $18,817, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. As of December 31, 2025, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.2 years.
Repurchases of Common Stock
On December 9, 2025, the Company's Board of Directors approved a new stock repurchase program (the "December 2025 program"), which replaced the previously approved June 1999 program. The December 2025 program authorizes the repurchases of up to and including 4,000,000 shares of the Company's ordinary shares. This new stock repurchase program has no expiration date, does not oblige the Company to acquire any particular amount of the Company's ordinary shares, and may be terminated at any time. As of December 9, 2025, the 1999 program was terminated and all remaining authorized shares (5,742 shares) were expired. Since the inception of the December 2025 program, a total of 69,659 shares have been repurchased.
The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it is advisable to do so based on its assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to a share repurchase agreement in compliance with Rule 10b-18 or a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The Company also repurchases (withholds) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan. Such repurchases of shares from employees are funded with existing cash on hand.
During 2025, 2024, and 2023, the Company purchased 684,927, 38,922, and 32,558 shares, respectively, from open market purchases and from employees on a net-settlement basis to provide cash to employees to cover the associated employee payroll taxes. These shares were purchased at an average cost of $158.27, $145.99, and $137.29 per share, respectively.
The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. The Company records the applicable excise taxes payable related to repurchases of our common stock as an incremental cost of the shares repurchased and a corresponding liability for the excise tax payable in other accrued liabilities on our consolidated balance sheet. The excise tax payable was $779 and $0 as of December 31, 2025 and 2024, respectively.

NOTE 3 - INVENTORIES
Inventories, net of reserves at December 31, 2025 and 2024 consisted of the following:
 20252024
Raw materials$41,858 $45,319 
Work in progress6,527 4,510 
Finished goods83,064 80,973 
Total inventories$131,449 $130,802 
On a regular basis, the Company evaluates its inventory balances for excess quantities and obsolescence by analyzing demand, inventory on hand, sales levels and other information. Based on these evaluations, inventory balances are reserved, if necessary. The reserve for inventory was $3,414 and $4,207 at December 31, 2025 and 2024, respectively.

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NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31, 2025 and 2024 are summarized as follows:
 20252024
Land$12,428 $11,690 
Building116,395 106,954 
Equipment340,322 315,001 
Construction in progress95,229 77,508 
 564,374 511,153 
Less: Accumulated depreciation257,726 228,999 
Property, plant and equipment, net$306,648 $282,154 

Geographic area data - long-lived assets (excluding intangible assets):
 20252024
United States$216,857 $204,397 
Foreign Countries89,791 77,757 
Total$306,648 $282,154 
Depreciation expense was $28,199, $28,211 and $26,373 for the years ended December 31, 2025, 2024 and 2023, respectively.
In accordance with Topic 360, the Company reviews long-lived assets for impairment on an annual basis and also whenever events indicate that the carrying amount of the assets may not be fully recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is generally based on discounted cash flows. Included in "General and administrative expenses" was $521 of restructuring-related impairment charges related to an asset that was held for sale for the year ended December 31, 2024. Included in “General and administrative expenses” were restructuring-related impairment and asset disposal charges of $7,764 related to building, equipment, and construction in progress mainly in the Human Nutrition and Health and the Animal Nutrition and Health segments for the year ended December 31, 2023. There were no such charges for the year ended December 31, 2025.


NOTE 5 - INTANGIBLE ASSETS
The Company had goodwill in the amount of $816,375 and $780,030 as of December 31, 2025 and 2024, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is primarily due to foreign currency translation adjustments.
 Human Nutrition and HealthAnimal Nutrition and HealthSpecialty ProductsOther and UnallocatedTotal
Goodwill as of December 31, 2023$673,207 $24,469 $81,175 $56 $778,907 
Goodwill as a result of an acquisition19,376 — — — 19,376 
Impact due to change in foreign exchange rates(14,308)(495)(3,443)(7)(18,253)
Goodwill as of December 31, 2024678,275 23,974 77,732 49 780,030 
Goodwill as a result of an acquisition823 — — — 823 
Impact due to change in foreign exchange rates27,417 938 7,167 — 35,522 
Goodwill as of December 31, 2025$706,515 $24,912 $84,899 $49 $816,375 


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As of December 31, 2025 and 2024, the Company had identifiable intangible assets as follows:
20252024
 Amortization
Period
(In years)		Gross
Carrying
Amount		Accumulated
Amortization		Gross
Carrying
Amount
Accumulated
Amortization
Customer relationships and lists
10-20
$370,763 $237,769 $354,051 $221,567 
Trademarks and trade names
2-17
52,256 43,655 50,971 41,417 
Developed technology
5-12
42,385 23,415 40,074 20,362 
Other
2-18
25,178 22,454 25,154 21,854 
Other intangible assets with finite lives$119,819 $89,524 $116,199 $83,633 
Amortization of identifiable intangible assets was $16,993, $19,244 and $28,035 for 2025, 2024 and 2023, respectively. Assuming no change in the gross carrying value of identifiable intangible assets, the estimated amortization expense is approximately $17,415 in 2026, $16,878 in 2027, $16,408 in 2028, $15,991 in 2029, and $15,604 in 2030. At December 31, 2025 and 2024, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350, “Intangibles-Goodwill and Other.” Identifiable intangible assets are reflected in "Customer relationships and lists, net" and "Other intangible assets with finite lives, net" on the Company’s consolidated balance sheets. There were no changes to the useful lives of intangible assets subject to amortization in 2025 and 2024.
The Federal Insecticide, Fungicide and Rodenticide Act, (“FIFRA”), a health and safety statute, requires that certain products within our Specialty Products segment must be registered with the U.S. Environmental Protection Agency (the "EPA") because they are considered pesticides. Costs of such registrations are included in Other in the table above.

NOTE 6 – EQUITY-METHOD INVESTMENT
In 2013, the Company and Eastman Chemical Company formed a joint venture (66.66% / 33.34% ownership), St. Gabriel CC Company, LLC, to design, develop, and construct an expansion of the Company’s St. Gabriel aqueous choline chloride plant. The Company contributed the St. Gabriel plant, at cost, and all continued expansion and improvements are funded by the owners. The joint venture became operational as of July 1, 2016. St. Gabriel CC Company, LLC is a Variable Interest Entity ("VIE") because the total equity at risk is not sufficient to permit the joint venture to finance its own activities without additional subordinated financial support. Additionally, voting rights (2 votes each) are not proportionate to the owners’ obligation to absorb expected losses or receive the expected residual returns of the joint venture. The Company generally receives up to 2/3 of the production offtake capacity, which (percentage of offtake) may be adjusted from time to time to the extent the owners agree as such, and absorbs operating expenses approximately proportional to the actual percentage of offtake. The joint venture is accounted for under the equity method of accounting since the Company is not the primary beneficiary as the Company does not have the power to direct the activities of the joint venture that most significantly impact its economic performance. The Company recognized a loss of $491, $489, and $509 for the years ended December 31, 2025, 2024, and 2023, respectively, relating to its portion of the joint venture’s expenses in other expense. The Company made capital contributions to the investment totaling $353, $269, and $290 for the years ended December 31, 2025, 2024, and 2023 respectively. The carrying value of the joint venture at December 31, 2025 and 2024 was $3,717 and $3,856, respectively, and is recorded in "Other non-current assets" on the consolidated balance sheets.


NOTE 7 – REVOLVING LOAN
On July 27, 2022, the Company entered into an Amended and Restated Credit Agreement (the "2022 Credit Agreement") with certain lenders in the form of a senior secured revolving credit facility, due on July 27, 2027. The 2022 Credit Agreement allows for up to $550,000 of borrowing. The loans may be used for working capital, letters of credit, and other corporate purposes and may be drawn upon at the Company's discretion. As of December 31, 2025 and 2024, the total balance outstanding on the 2022 Credit Agreement amounted to $164,000 and $190,000, respectively. There are no installment payments required on the revolving loans; they may be voluntarily prepaid in whole or in part without premium or penalty, and all outstanding amounts are due on the maturity date.
Amounts outstanding under the 2022 Credit Agreement are subject to an interest rate equal to a fluctuating rate as defined by the 2022 Credit Agreement plus an applicable rate. The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the 2022 Credit Agreement, and the interest rate was 4.84% at December 31, 2025. The Company is also required to
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pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the 2022 Credit Agreement and ranges from 0.150% to 0.225% (0.150% at December 31, 2025). The unused portion of the revolving loan amounted to $386,000 at December 31, 2025. The Company is also required to pay, as applicable, letter of credit fees, administrative agent fees, and other fees to the arrangers and lenders.
Costs associated with the issuance of the revolving loans are capitalized and amortized on a straight-line basis over the term of the 2022 Credit Agreement. Capitalized costs net of accumulated amortization totaled $455 and $743 at December 31, 2025 and 2024, respectively, and are included in "Other non-current assets" on the consolidated balance sheets. Amortization expense pertaining to these costs totaled $288, $287, and $287 for the years ended December 31, 2025, 2024, and 2023, respectively, and are included in "Interest expense" in the accompanying consolidated statements of earnings.
The 2022 Credit Agreement contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated interest coverage ratio to exceed a certain minimum ratio. At December 31, 2025, the Company was in compliance with these covenants. Indebtedness under the Company’s loan agreements is secured by assets of the Company.


NOTE 8 - NET EARNINGS PER COMMON SHARE
The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per common share:
Year Ended December 31,
202520242023
Net Earnings - Basic and Diluted$154,845 $128,475 $108,543 
Share (000s)
Weighted Average Common Shares - Basic32,265 32,332 32,108 
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares339 386 340 
Weighted Average Common Shares - Diluted32,604 32,718 32,448 
Net Earnings Per Share - Basic$4.80 $3.97 $3.38 
Net Earnings Per Share - Diluted$4.75 $3.93 $3.35 
The number of anti-dilutive shares were 227,120, 230,302, and 354,619 for the years ended December 31, 2025, 2024, and 2023. Anti-dilutive shares could potentially dilute basic earnings per share in future periods and therefore, were not included in diluted earnings per share.


NOTE 9 - INCOME TAXES
The Company’s effective tax rate for 2025, 2024 and 2023 was 22.2%, 22.8%, and 20.9%, respectively. The decrease from 2024 to 2025 is primarily due to a decrease in certain state and foreign taxes partially offset by lower tax benefits from stock-based compensation.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA"), which includes a broad range of tax provisions, was signed into law in the United States. While the OBBBA did not have material impact on the Company's annual effective tax rate in 2025, the Company will continue to assess its impact for future reporting periods.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance if it believes that such assets may not be recovered, taking into consideration historical operating results, expectations of future earnings, changes in its operations and the expected timing of the reversals of existing temporary differences.
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The Company considers the undistributed earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside of the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and the Company's specific plans for reinvestment of those subsidiary earnings. The Company projects that its foreign earnings will be utilized offshore for working capital and future foreign growth. The determination of the unrecognized deferred tax liability on those undistributed earnings is not practicable due to its legal entity structure and the complexity of U.S. and local country tax laws. If the Company decides to change its assertion on its remaining undistributed foreign earnings, it will need to recognize the income tax effects in the period it changes its assertion.
Effective for the year ended December 31, 2025, the Company adopted ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", using the prospective transition method. The following table reconciles the difference between the provision for income taxes and the amount computed by applying the Federal statutory rate of 21.0% after the adoption of ASU 2023-09:
2025
 AmountPercent
Income tax at Federal statutory rate$41,796 21.0 %
State and local income tax, net of federal (national) income tax effect3,143 1.6 %
Foreign tax effects1,044 0.5 %
Effect of cross-border tax laws:
        Foreign-derived intangible income (FDII) (1,608)(0.8)%
        Global intangible low-tax income (GILTI)515 0.3 %
        Subpart F income56 — %
Tax credits:
        R&D tax credits(1,045)(0.5)%
Nontaxable or nondeductible items:
        Share-based payment awards960 0.5 %
Changes in unrecognized tax benefits(265)(0.1)%
Other(411)(0.3)%
Total income tax provision$44,185 22.2 %

As of December 31, 2025, the majority of state and local taxes were concentrated in California, New Jersey and Utah.
The following table reconciles the difference between the provision for income taxes and the amount computed by applying the Federal statutory rate of 21.0% before the adoption of ASU 2023-09:
 20242023
  
Income tax at Federal statutory rate$34,955 $28,825 
State income taxes, net of Federal income taxes2,284 2,513 
Change in foreign tax reserves2,146 — 
Stock options(1,904)(1,004)
Foreign-derived intangible income (FDII)(1,562)(1,752)
Foreign rate differential1,024 946 
Other1,035 (810)
Total income tax provision$37,978 $28,718 
The following table states earnings before income tax expense between domestic and foreign for the year ended December 31, 2025 after the adoption of ASU 2023-09:
 2025
Domestic$173,022 
Foreign26,008 
Total earnings before income tax expense$199,030 
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Income tax expense consists of the following:
 202520242023
Current:   
Federal$29,592 $30,208 $27,306 
Foreign5,972 10,376 7,634 
State2,507 4,173 4,403 
Deferred:
Federal5,555 (2,442)(7,737)
Foreign106 (3,192)(2,285)
State453 (1,145)(603)
Total income tax expense$44,185 $37,978 $28,718 
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 were as follows:
 20252024
Deferred tax assets:  
Inventories$905 $2,437 
Share-based compensation5,223 4,476 
Lease liabilities4,033 4,296 
Research and development6,658 12,838 
Other4,510 5,658 
Total deferred tax assets21,329 29,705 
Deferred tax liabilities:
Amortization$(41,810)$(38,532)
Depreciation(26,871)(26,234)
Prepaid expenses(392)(306)
Foreign currency and interest rate swaps(646)(642)
Right of use assets(3,810)(4,032)
Other(1,921)(3,656)
Total deferred tax liabilities(75,450)(73,402)
Valuation allowance(22)(25)
Net deferred tax liability$(54,143)$(43,722)
As of December 31, 2025, the Company has state income tax net operating loss (NOL) carryforwards of $285. The state NOL carryforwards will expire between 2026 and 2035. The Company believes that the benefit from the state NOL carryforwards will not be realized, therefore, a valuation allowance has been established in the amount of $22.
Provisions of ASC 740-10 clarify whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. A reconciliation of the beginning and ending amount of unrecognized tax benefits, which is included in other long-term obligations on the Company’s consolidated balance sheets, is as follows:
 202520242023
Balance at beginning of period$6,720 $4,650 $5,815 
Increases for tax positions of prior years1,179 3,211 1,353 
Decreases for tax positions of prior years(1,168)(1,141)(2,518)
Balance at end of period$6,731 $6,720 $4,650 
All of Balchem's unrecognized tax benefits, if recognized in future periods, would impact the Company's effective tax rate in such future periods.
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The Company recognizes both interest and penalties as part of the income tax provision. During the years ended December 31, 2025, 2024 and 2023, these amounts decreased by $2, increased by $939, and decreased by $322, respectively. As of December 31, 2025 and 2024, accrued interest and penalties were $2,350 and $2,352, respectively.
Balchem files income tax returns in the U.S. and in various states and foreign countries. In the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2021.
The European Union (“EU”) member states formally adopted the EU’s Pillar Two Directive, which was established by the Organization for Economic Co-operation and Development. Pillar Two generally provides for a 15 percent minimum effective tax rate for the jurisdictions where multinational enterprises operate. While it did not have material impact on the Company's tax provision or effective tax rate in 2025 and the Company does not anticipate that this will have a material impact for future reporting periods, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.
The following table presents cash paid for income taxes by jurisdiction for the year ended December 31, 2025 in accordance with ASU 2023-09:
2025
Jurisdiction
Federal$27,255 
State and local2,860 
Foreign
     Belgium3,444 
     Norway2,589 
     All other jurisdictions 1,601 
Total cash paid for income taxes (net of refunds received)$37,749 
Cash paid for income taxes (net of refunds received) were $42,643 and $35,725 for the years ended December 31, 2024 and 2023, respectively.

NOTE 10 - SEGMENT INFORMATION
Balchem Corporation reports three reportable segments: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products. The reportable segments are organized based on the end use of the products manufactured and sold. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated."
Human Nutrition and Health
The Human Nutrition and Health ("HNH") segment provides human grade choline nutrients and mineral amino acid chelated products through this segment for nutrition and health applications. Choline is recognized to play a key role in the development and structural integrity of brain cell membranes in infants, processing dietary fat, reproductive development and neural functions, such as memory and muscle function. The Company's mineral amino acid chelates, specialized mineral salts, and mineral complexes are used as raw materials for inclusion in premier human nutrition products; proprietary technologies have been combined to create an organic molecule in a form the body can readily assimilate. Sales growth for human nutrition applications is reliant on differentiation from lower-cost competitive products through scientific data, intellectual property and customers' appreciation of brand value. Consequently, the Company makes investments in such activities for long-term value differentiation. This segment also manufactures specialty vitamin K2, which plays a crucial role in the human body for bone health, heart health and immunity, and methylsulfonylmethane ("MSM"), which is a widely used nutritional ingredient that helps provide benefits for joint health, sports nutrition, skin and beauty, and healthy aging. This segment also serves the food and beverage industry for beverage, bakery, dairy, confectionary, and savory manufacturers. The Company partners with its customers from ideation through commercialization to bring on-trend beverages, baked goods, confections, dairy and meat products to market. The Company has expertise in trends analysis and product development. With its strong manufacturing capabilities in customized spray dried and emulsified powders, extrusion and agglomeration, blended lipid systems, liquid flavor delivery systems, juice and dairy bases, chocolate systems, ice cream bases and variegates, the Company is a one-stop solutions provider for beverage and dairy product development needs. Additionally, this segment provides microencapsulation solutions to a variety of applications in food, pharmaceutical and nutritional ingredients to enhance performance of nutritional fortification, processing, mixing, and packaging applications and shelf life. Major product applications are baked goods, refrigerated and frozen dough systems,
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processed meats, seasoning blends, confections, sports and protein bars, dietary plans, and nutritional supplements. The Company also creates cereal systems for ready-to-eat cereals, grain-based snacks, and cereal based ingredients.
Animal Nutrition and Health
The Animal Nutrition and Health ("ANH") segment provides nutritional products derived from its microencapsulation and chelation technologies in addition to the essential nutrient choline chloride. For ruminant animals, the Company’s microencapsulated products boost health and milk production by delivering nutrient supplements that are biologically available, providing required nutritional levels. The Company’s proprietary chelation technology provides enhanced nutrient absorption for various species of production and companion animals and is marketed for use in animal feed throughout the world. ANH also manufactures and supplies choline chloride, an essential nutrient for monogastric animal health, predominantly to the poultry, pet and swine industries. Choline, which is manufactured and sold in both dry and aqueous forms, plays a vital role in the metabolism of fat. In poultry, choline deficiency can result in reduced growth rates and perosis in young birds, while in swine production choline is a necessary and required component of gestating and lactating sow diets for both liver health and prevention of leg deformity. This segment also manufactures MSM, which is a widely used nutritional ingredient that provides benefits for pet health.
Sales of value-added encapsulated products are highly dependent on overall industry economics as well as the Company's ability to leverage the results of university and field research on the animal health and production benefits of our products. Management believes that success in the commodity-oriented choline chloride marketplace is highly dependent on the Company’s ability to maintain its strong reputation for excellent product quality and customer service. The Company continues to drive production efficiencies in order to maintain its competitive-cost position to effectively compete in a competitive global marketplace.
Specialty Products
The Specialty Products segment ("SP") re-packages and distributes a number of performance gases and chemicals for various uses by its customers, notably ethylene oxide, propylene oxide, and ammonia. Ethylene oxide is sold as a sterilant gas, primarily for use in the health care industry. It is used to sterilize a wide range of medical devices because of its versatility and effectiveness in treating hard or soft surfaces, composites, metals, tubing and different types of plastics without negatively impacting the performance of the device being sterilized. Contract sterilizers and medical device manufacturers are principal customers for this product. Propylene oxide is marketed and sold as a fumigant to aid in the control of insects and microbiological spoilage, to reduce bacterial and mold contamination in certain shelled and processed nut meats, processed spices, cacao beans, cocoa powder, raisins, figs and prunes, and for various chemical synthesis applications, such as increasing paint durability and manufacturing specialty starches and textile coatings. Ammonia is used primarily as a refrigerant, for heat treatment of metals and various chemical synthesis applications, and is distributed in reusable and recyclable drum and cylinder packaging approved for use in the countries these products are shipped to.
The Company’s performance gases and chemicals are distributed worldwide in specially designed, reusable and recyclable drum and cylinder packaging, to assure compliance with safety, quality and environmental standards as outlined by the applicable regulatory agencies in the countries our products are shipped to. The Company’s inventory of these specially built drums and cylinders, along with its five filling facilities, represents a significant capital investment. The Company also sells single use canisters for use in sterilizing reusable devices typically processed in autoclave units in hospitals.
The Company’s micronutrient agricultural nutrition business sells chelated minerals primarily to producers of high value crops. The Company has a unique and patented two-step approach to solving mineral deficiency in plants to optimize health, yield and shelf life. First, the Company determines optimal mineral balance for plant health. The Company then has a foliar applied Metalosate® product range, utilizing patented amino acid chelate technology. Its products quickly and efficiently deliver mineral nutrients. As a result, the farmer/grower gets healthier crops that are more resistant to disease and pests, larger yields and healthier food for the consumer with extended shelf life for produce being shipped long distances.
The Company's CODM is the Chief Executive Officer. The CODM receives a profit and loss reporting package which provides segment information including revenue, cost of goods sold, gross margin, total operating expenses, and earnings from operations. The CODM utilizes this monthly profit and loss reporting package to analyze segment performance and appropriately allocate resources.
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Pursuant to ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures", the significant segment information is summarized as follows:

For the Year Ended December 31, 2025
 HNHANHSPOther and UnallocatedTotal
Net sales$659,387 $230,852 $140,976 $5,946 $1,037,161 
Cost of sales415,102 (1)180,292 (1)63,611 (1)7,523 (1)666,528 
Gross margin244,285 50,560 77,365 (1,577)370,633 
Operating expenses90,379 (2)31,873 
(3)
34,464 (4)4,591 (5)161,307 
Earnings from operations153,906 18,687 42,901 (6,168)209,326 
Other expenses:
   Interest expense, net10,219 
   Other expense77 
10,296 
Earnings before income tax expense199,030 
   Income tax expense44,185 
Net earnings$154,845 

(1) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expense necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
(2) Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets.
(3) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs.
(4) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.
(5) Operating expenses within Other and Unallocated are primarily comprised of compensation-related costs and transaction and integration costs.

For the Year Ended December 31, 2024
 HNHANHSPOther and UnallocatedTotal
Net sales$600,258 $214,710 $132,749 $5,967 $953,684 
Cost of sales378,411 (6)171,409 (6)59,449 (6)8,209 (6)617,478 
Gross margin221,847 43,301 73,300 (2,242)336,206 
Operating expenses85,890 
(7)
29,288 
(8)
33,394 
(9)
4,725 (10)153,297 
Earnings from operations135,957 14,013 39,906 (6,967)182,909 
Other expenses:
   Interest expense, net16,528 
   Other income(72)
16,456 
Earnings before income tax expense166,453 
   Income tax expense37,978 
Net earnings$128,475 
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(6) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expense necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
(7 Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets.
(8) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs.
(9) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.
(10) Operating expenses within Other and Unallocated are primarily comprised of transaction and integration costs.
For the Year Ended December 31, 2023
 HNHANHSPOther and UnallocatedTotal
Net sales$550,751 $238,326 $125,965 $7,397 $922,439 
Cost of sales366,539 (11)183,827 (11)62,183 (11)7,834 (11)620,383 
Gross margin184,212 54,499 63,782 (437)302,056 
Operating expenses81,793 
(12)
26,923 
(13)
29,203 
(14)
4,944 (15)142,863 
Earnings from operations102,419 27,576 34,579 (5,381)159,193 
Other expenses:
   Interest expense, net22,613 
   Other income(681)
21,932 
Earnings before income tax expense137,261 
   Income tax expense28,718 
Net earnings$108,543 
(11) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expense necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
(12) Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets. These expenses were partially offset by favorable adjustments to transaction costs.
(13) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs. These expenses were partially offset by favorable adjustments to transaction costs.
(14) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.
(15) Operating expenses within Other and Unallocated are primarily comprised of transaction and integration costs, and unallocated amortization expense related to an intangible asset in connection with a company-wide ERP system implementation.
Business Segment Assets
 20252024
HNH$1,243,522 $1,185,962 
ANH176,608 161,243 
SP172,076 161,283 
Other and Unallocated (16)
94,046 66,883 
Total$1,686,252 $1,575,371 
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(16) Other and Unallocated assets consist of certain cash, capitalized loan issuance costs, other assets, investments, and income taxes, which the Company does not allocate to its individual business segments. It also includes assets associated with a few minor businesses which individually do not meet the quantitative thresholds for separate presentation.
Depreciation/Amortization
 202520242023
HNH$30,119 $31,668 $38,568 
ANH7,282 8,233 7,876 
SP7,365 7,044 7,278 
Other and Unallocated 924 1,028 1,213 
Total$45,690 $47,973 $54,935 

Capital Expenditures
 202520242023
HNH$21,218 $17,570 $26,415 
ANH16,830 13,201 6,993 
SP4,628 4,050 3,535 
Other and Unallocated 517 327 331 
Total$43,193 $35,148 $37,274 


NOTE 11 - REVENUE
Revenue Recognition

Revenues are recognized when control of the promised goods is transferred to customers, in an amount that reflects the consideration we expect to realize in exchange for those goods.

The following table presents revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues:

 202520242023
Product Sales Revenue$1,035,272 $951,947 $919,951 
Royalty Revenue1,889 1,737 2,488 
Total Revenue$1,037,161 $953,684 $922,439 



The following table presents revenues disaggregated by geography, based on customers' delivery addresses:

 202520242023
United States$759,448 $723,300 $689,601 
Foreign Countries277,713 230,384 232,838 
Total$1,037,161 $953,684 $922,439 

Product Sales Revenues
The Company’s primary operation is the manufacturing and sale of health and nutrition ingredient products, in which the Company receives an order from a customer and fulfills that order. The Company’s product sales are considered point-in-time revenue.
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Royalty Revenues
Royalty revenue consists of agreements with customers to use the Company’s intellectual property in exchange for a sales-based royalty. Royalties are considered over time revenue and are recorded in the Human Nutrition and Health segment.

Contract Liabilities
The Company records contract liabilities when cash payments are received or due in advance of performance, including amounts which are refundable.

The Company’s payment terms vary by the type and location of customers and the products offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products are delivered to the customer.

Practical Expedients and Exemptions
The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling and marketing expenses.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for products shipped.


NOTE 12 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for:
202520242023
Income taxes, net of refunds (see Note 9)$37,749 $42,643 $35,725 
Interest$10,603 $17,697 $25,933 
Non-cash financing and investing activities:
202520242023
Dividends payable$31,044 $28,510 $25,717 

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NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE INCOME
The changes in accumulated other comprehensive income (loss) were as follows:
 Years Ended December 31,
 202520242023
Net foreign currency translation adjustment$65,535 $(32,590)$16,809 
Net change of cash flow hedge (see Note 19 for further
   information)
Unrealized loss on cash flow hedge— — (1,406)
Tax— — 341 
Net of tax— — (1,065)
Net change in postretirement benefit plan (see Note 14 for further
   information)
Prior service (gain) loss arising during the period(319)206 132 
Amortization of (gain) loss(5)(10)8 
Total before tax(324)196 140 
Tax83 (44)(39)
Net of tax(241)152 101 
Total other comprehensive income (loss)$65,294 $(32,438)$15,845 
Included in "Net foreign currency translation adjustment" was a loss of $1,455 related to a net investment hedge, net of tax benefits of $471 for the year ended December 31, 2023. There were no such gains or losses for the years ended December 31, 2025 and 2024. The Company settled its derivative instruments on their maturity date of June 27, 2023. See Note 19, Derivative Instruments and Hedging Activities.

Accumulated other comprehensive income (loss) at December 31, 2025 and 2024 consisted of the following:
 Foreign currency
translation
adjustment		Postretirement benefit planTotal
Balance December 31, 2024$(24,182)$435 $(23,747)
Other comprehensive income (loss)65,535 (241)65,294 
Balance December 31, 2025$41,353 $194 $41,547 


NOTE 14 - EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
The Company sponsors one 401(k) savings plan for eligible employees, which allows participants to make pretax or after tax contributions and the Company matches certain percentages of those contributions. The plan also has a discretionary profit sharing portion and matches 401(k) contributions with shares of the Company’s Common Stock. All amounts contributed to the plan are deposited into a trust fund administered by independent trustees. The Company provided for matching 401(k) savings plan contributions of $4,794, $4,644, and $4,381 in 2025, 2024 and 2023, respectively. There were no profit sharing contributions in 2025 and 2024. Profit sharing contributions in 2023 were not material. The Company also sponsors various defined contribution plans for employees working in our foreign operations and matches certain employee contributions. These contributions are deposited into trust funds administered by independent trustees. The Company's contributions to these plans amounted to $814, $555, and $600 in 2025, 2024, and 2023, respectively.
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Postretirement Medical Plans
The Company provides postretirement benefits in the form of two unfunded postretirement medical plans; one that is under a collective-bargaining agreement and covers eligible retired employees of the Verona, Missouri facility and a plan for executive officers of the Company who meet eligibility requirements as set forth in the Company's Officer Retiree Program. The Company uses a December 31 measurement date for its postretirement medical plans. In accordance with ASC 715, “Compensation—Retirement Benefits,” the Company is required to recognize the overfunded or underfunded status of a defined benefit post retirement plan (other than a multi-employer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.
The actuarial recorded liabilities for such unfunded postretirement benefits are as follows:
Change in benefit obligation:
 20252024
Benefit obligation at beginning of year$1,522 $1,395 
Service cost with interest to end of year115 113 
Interest cost71 55 
Participant contributions19 20 
Benefits paid(67)(32)
Actuarial gain(539)(29)
Benefit obligation at end of year$1,122 $1,522 
Change in plan assets:
 20252024
Fair value of plan assets at beginning of year$— $— 
Employer contributions48 12 
Participant contributions19 20 
Benefits paid(67)(32)
Fair value of plan assets at end of year$— $— 
Amounts recognized in consolidated balance sheet:
 20252024
Accumulated postretirement benefit obligation$(1,122)$(1,522)
Fair value of plan assets— — 
Funded status(1,122)(1,522)
Unrecognized prior service cost— — 
Unrecognized net (gain) loss(10)8 
Net amount recognized in consolidated balance sheet (after ASC 715) (included in
   "Other long-term obligations")		$(1,122)$(1,522)
Accrued postretirement benefit cost (included in "Other long-term obligations")N/AN/A
Components of net periodic benefit cost:
 202520242023
Service cost with interest to end of year$115 $113 $108 
Interest cost71 55 62 
Amortization of (gain) loss(9)(10)8 
Total net periodic benefit cost$177 $158 $178 
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Estimated future employer contributions and benefit payments are as follows:
Year 
2026$36 
202739 
202863 
202980 
2030100 
Years 2031-2035571 
Assumptions to determine benefit obligations:
 20252024
Discount rate4.80 %4.85 %
Assumptions to determine net cost:
 202520242023
Discount rate4.85 %4.15 %4.40 %
Defined Benefit Pension Plans
The Company contributes to one multi-employer defined benefit plan under the terms of a collective-bargaining agreement covering its union-represented employees of the Verona, Missouri facility. The risks of participation in this multi-employer plan are different from single-employer plans in the following aspects: (a) assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers, (b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (c) if the Company was to stop participating in its multi-employer plan, the Company would be required to pay that plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.
The Company’s participation in this plan for the annual period ended December 31, 2025 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (EIN). The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone or critical and declining zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject. Finally, the period-to-period comparability of the contributions for 2025 and 2024 was affected by a 4.0% increase in the 2025 contribution rate. There have been no other significant changes that affect the comparability of 2025 and 2024 contributions. The Company does not represent more than 5% of the contributions to this pension fund.
Pension
Fund		EIN/Pension
Plan
Number		Pension Plan Protection Act Zone StatusFIP/RP Status
Pending/ Implemented		Contributions of Balchem CorporationSurcharge
Imposed		Expiration Date of Collective-
Bargaining
Agreement
20252024202520242023
Central States,
Southeast and
Southwest Areas
Pension Fund		36-6044243Critical as of 1/1/25Critical as of 1/1/24Implemented$1,096$1,073$1,020No7/12/2029
The Company provides an unfunded defined benefit pension plan for employees working in Belgium. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees.
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The actuarial recorded liabilities for such unfunded defined benefit pension plan are as follows:
Change in benefit obligation:
 20252024
Benefit obligation at beginning of year$2,134 $1,660 
Service cost with interest to end of year215 72 
Interest cost81 54 
Benefits paid(206)(42)
Actuarial loss389 488 
Expenses paid(10)— 
Exchange rate changes278 (98)
Benefit obligation at end of year$2,881 $2,134 
Change in plan assets:
 20252024
Fair value of plan assets at beginning of year$1,521 $1,240 
Actual return on plan assets299 216 
Employer contributions209 181 
Benefits paid(206)(42)
Expenses paid(10)— 
Exchange rate changes199 (74)
Fair value of plan assets at end of year$2,012 $1,521 

Amounts recognized in consolidated balance sheet:
 20252024
Benefit obligation$(2,881)$(2,134)
Fair value of plan assets2,012 1,521 
Funded status(869)(613)
Unrecognized prior service costN/AN/A
Unrecognized net (gain)/lossN/AN/A
Net amount recognized in consolidated balance sheet (after ASC 715) (included in other long-term obligations)$(869)$(613)
Accrued postretirement benefit cost (included in other long-term obligations)N/AN/A
Components of net periodic benefit cost:
 202520242023
Service cost with interest to end of year$215 $72 $65 
Interest cost81 54 65 
Expected return on plan assets(59)(40)(42)
Amortization of net loss4 — — 
Total net periodic benefit cost$241 $86 $88 
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Estimated future benefit payments are as follows:
Year 
2026$— 
2027— 
2028— 
202915 
2030384 
Years 2031-20352,086 
Assumptions to determine benefit obligations:
 20252024
Discount rate3.75 %3.35 %
Assumptions to determine net cost:
 202520242023
Discount rate3.35 %3.45 %4.00 %
Expected return on assets3.25 %3.25 %3.25 %
Deferred Compensation Plan
The Company maintains an unfunded, non-qualified deferred compensation plan for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust, which are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability was $12,806 as of December 31, 2025, of which $12,781 was included in "Other long-term obligations" and $25 was included in "Accrued compensation and other benefits" on the Company's consolidated balance sheets. The deferred compensation liability was $11,470 as of December 31, 2024, of which $11,449 was included in "Other long-term obligations" and $21 was included in "accrued compensation and other benefits" on the Company’s consolidated balance sheets. The related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $12,798 as of December 31, 2025, of which $12,773 was included in "Other non-current assets" and $25 was included in "Other current assets" on the Company's consolidated balance sheet. The rabbi trust funds were $11,465 as of December 31, 2024 and were included in "Other non-current assets" on the Company's consolidated balance sheets.


NOTE 15 - COMMITMENTS AND CONTINGENCIES
The Company is obligated to make rental payments under non-cancelable operating and finance leases. Aggregate future minimum rental payments required under these leases at December 31, 2025 are disclosed in Note 18, Leases.
The Company’s Verona, Missouri facility, while held by a prior owner, Syntex Agribusiness, Inc. (“Syntex”), was designated by the U.S. Environmental Protection Agency (the "EPA") as a Superfund site and placed on the National Priorities List in 1983 because of dioxin contamination on portions of the site. Remediation was conducted by Syntex under the oversight of the EPA and the Missouri Department of Natural Resources. The Company is indemnified by the sellers under its May 2001 asset purchase agreement covering its acquisition of the Verona, Missouri facility for potential liabilities associated with the Superfund site. One of the sellers, in turn, has the benefit of certain contractual indemnification by Syntex in relation to the implementation of the above-described Superfund remedy. In June 2023, in response to a Special Notice Letter received from the EPA in 2022, BCP Ingredients, Inc. ("BCP"), the Company's subsidiary that operates the site, Syntex, EPA, and the State of Missouri entered into an Administrative Settlement Agreement and Order on Consent (“ASAOC”) for a focused remedial investigation/feasibility study ("RI/FS") under which (a) BCP will conduct a source investigation of potential source(s) of releases of 1,4-dioxane and chlorobenzene at a portion of the site and (b) BCP and Syntex will complete a RI/FS to determine a potential remedy, if any is required. Activities under the ASAOC are underway and are expected to continue for some period of time.
Separately, in June 2022, the EPA conducted an inspection of BCP’s Verona, Missouri facility (“2022 EPA Inspection”) which was followed by BCP entering into an Administrative Order for Compliance on Consent (“AOC”) with the EPA in relation to its risk management program at the Verona facility. Further, in January 2023, BCP entered into an Amended AOC with the EPA whereby the parties agreed to the extension of certain timelines. BCP timely completed all requirements under the Amended AOC. In November 2023, BCP received a notice from the Environment and Natural Resources Division of the U.S Department of
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Justice (“DOJ”) primarily related to the 2022 EPA Inspection, which extended the opportunity to discuss alleged violations of Sections 112(r)(7) of the Clean Air Act and regulations in 40 C.F.R. Part 68, commonly known as the Risk Management Plan Rule (“RMP Rule”). BCP participated in such discussions during 2024, and in December 2024, BCP reached a settlement with the EPA and DOJ to resolve these alleged violations. Pursuant to the settlement, which was entered into on January 31, 2025, BCP agreed to: (a) pay a $300 civil penalty; (b) invest in a new scrubber system; and (c) spend $350 to implement projects benefiting the surrounding community, such as emergency equipment for the local fire department and two vehicles to be used as mobile health clinics. The amount associated with this settlement was consistent with the amount previously accrued as a loss contingency. BCP has completed most of its obligations under this settlement and will continue to take steps to timely complete any remaining items.
In addition to the above, from time to time, the Company is a party to various legal proceedings, litigation, claims and assessments. While it is not possible to predict the ultimate disposition of each of these matters, management believes that the ultimate outcome of such matters will not have a material effect on the Company's consolidated financial position, results of operations, liquidity or cash flows.


NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and the estimated fair values of the Company's financial instruments as defined by ASC 820, "Fair Value Measurement" at December 31, 2025 and 2024 are as follows:
Carrying AmountFair Value Measurements
Level 1Level 2Level 3
December 31, 2025
Assets:
Money market funds (1)
$1,464 $1,464 $— $— 
Rabbi trust funds - current (2)
25 25 — — 
Rabbi trust funds - non-current (2)
12,773 12,773 — — 
December 31, 2024
Assets:
Money market funds (1)
$1,040 $1,040 $— $— 
Rabbi trust funds - non-current (2)
11,465 11,465 — — 
(1) Money market funds are categorized as cash equivalents.
(2) Rabbi trust funds - current and Rabbi trust funds - non-current are included in "Other current assets" and "Other non-current assets" on the consolidated balance sheets, respectively.
The Company's financial instruments also include accounts receivable, accounts payable, and accrued liabilities, which are carried at cost and approximate fair value due to the short-term maturity of these instruments. The carrying value of debt approximates fair value based upon prices of identical or similar instruments in the marketplace, which are considered Level 2 inputs.
In addition, non-current assets includes rabbi trust funds related to the Company's deferred compensation plan. The money market and rabbi trust funds are valued using level 1 inputs, as defined by ASC 820, "Fair Value Measurement."

NOTE 17 – RELATED PARTY TRANSACTIONS
The Company provides services under a contractual agreement to St. Gabriel CC Company, LLC. These services include accounting, information technology, quality control, and purchasing services, as well as operation of the St. Gabriel CC Company, LLC plant. The Company also sells raw materials to St. Gabriel CC Company, LLC. These raw materials are used in the production of finished goods that are, in turn, sold by Saint Gabriel CC Company, LLC to the Company for resale to unrelated parties. As such, the sale of these raw materials to St. Gabriel CC Company, LLC in this scenario lacks economic substance and therefore the Company does not include them in net sales within the consolidated statements of earnings.
Payments for the services the Company provided amounted to $4,640, $4,425, and $4,363, respectively, for the years ended December 31, 2025, 2024, and 2023. The raw materials purchased and subsequently sold amounted to $39,480, $29,795, and $34,219, respectively, for the years ended December 31, 2025, 2024, and 2023. These services and raw materials are primarily recorded in cost of goods sold, net of the finished goods received from St. Gabriel CC Company, LLC of $32,820, $22,940, and
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$28,099, respectively, for the years ended December 31, 2025, 2024, and 2023. At December 31, 2025 and 2024, the Company had receivables of $4,225 and $3,893, respectively, recorded in accounts receivable from St. Gabriel CC Company, LLC for services rendered and raw materials sold. At December 31, 2025 and 2024, the Company had payables of $3,369 and $2,831, respectively, recorded in accounts payable for finished goods received from St. Gabriel CC Company, LLC. In addition, the Company had payables in the amount of $296, related to non-contractual monies owed to St. Gabriel CC Company, LLC, recorded in accounts payable as of both December 31, 2025 and 2024.


NOTE 18 – LEASES
The Company has both real estate leases and equipment leases. The main types of equipment leases include forklifts, trailers, printers and copiers, railcars, and trucks. Leases are categorized as both operating leases and finance leases. The Company elected the practical expedient to combine lease and non-lease components and recognizes the combined amount on the consolidated balance sheet. Management determined that since the Company has a centralized treasury function, the parent company would either fund or guarantee a subsidiary's loan for borrowing over a similar term. As such, the Company's management determined it is appropriate to utilize a corporate based borrowing rate for all locations. The Company developed four tranches of leases based on lease terms and these tranches reflect the composition of the current lease portfolio. The Company's borrowing history shows that interest rates of a term loan or a line of credit depend on the duration of the loan rather than the nature of the assets purchased by those funds. Based on this understanding, the Company elected to use a portfolio approach to discount rates, applying corporate rates to the tranches of leases based on lease terms. The Company reviews the discount rates quarterly. Based on the Company's risk rating, the Company applied the following discount rates for new leases entered into during 2025: (1) 1-2 years, 5.45% - 5.62% (2) 3-4 years, 6.04% - 6.21% (3) 5-9 years, 6.38% - 6.55% and (4) 10+ years, 7.10% - 7.27%.

Right of use assets and lease liabilities at December 31, 2025 and 2024 are summarized as follows:
Right of use assets20252024
Operating leases$14,672 $15,320 
Finance lease1,520 1,730 
Total$16,192 $17,050 
Lease liabilities - current20252024
Operating leases$3,614 $3,134 
Finance lease205 194 
Total$3,819 $3,328 
Lease liabilities - non-current20252024
Operating leases$11,324 $12,967 
Finance lease1,544 1,749 
Total$12,868 $14,716 



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For the years ended December 31, 2025, 2024, and 2023, the Company's total lease costs were as follows, which included both amounts recognized in profits or losses during the period and amounts capitalized on the balance sheet, and the cash flows arising from lease transactions:
Year ended December 31,
202520242023
Lease Cost
Operating lease cost$5,444 $5,456 $5,307 
Finance Lease cost
Amortization of ROU asset210 232 242 
Interest on lease liabilities94 105 115 
Total finance lease304 337 357 
Total lease cost$5,748 $5,793 $5,664 
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$5,497 $5,454 $4,757 
Operating cash flows from finance leases94 105 115 
Financing cash flows from finance leases194 216 222 
$5,785 $5,775 $5,094 
ROU assets obtained in exchange for new operating lease liabilities, net of ROU asset disposals$3,358 $1,669 $6,365 
Weighted-average remaining lease term - operating leases5.91 years9.03 years9.33 years
Weighted-average remaining lease term - finance leases7.35 years8.37 years9.07 years
Weighted-average discount rate - operating leases6.7 %7.6 %7.4 %
Weighted-average discount rate - finance leases5.1 %5.1 %5.0 %

Rent expense charged to operations under operating lease agreements for 2025, 2024, and 2023 aggregated approximately $5,444, $5,456, and $5,307, respectively.
Aggregate future minimum rental payments required under non-cancelable operating and finance leases at December 31, 2025 are as follows:
Year 
2026$4,769 
20273,734 
20282,965 
20292,497 
20302,041 
Thereafter4,344 
   Total undiscounted lease payments20,350 
Less: Present value adjustment(3,663)
Present value of lease liabilities$16,687 

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NOTE 19 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

On May 28, 2019, the Company entered into a pay-fixed (2.05%), receive-floating interest rate swap with a notional amount of $108,569 and a maturity date of June 27, 2023, which was designated as cash flow hedge. The net interest income related to the interest rate swap contract was $1,518 for the year ended December 31, 2023. There was no such income or expense during the years ended December 31, 2025 and 2024 as the interest rate swap was settled on its maturity date of June 27, 2023. The net interest income and expense were recorded in the consolidated statements of earnings under "Interest expense, net."
On May 28, 2019, the Company also entered into a pay-fixed (0.00%), receive-fixed (2.05%) cross-currency swap to manage foreign exchange risk related to the Company's net investment in Chemogas, which was designated as net investment hedge. The derivative had a notional amount of $108,569, an effective date of May 28, 2019, and a maturity date of June 27, 2023. The interest income related to the cross-currency swap contract was $1,119 for the year ended December 31, 2023. There was no such income or expense during the years ended December 31, 2025 and 2024 as the cross-currency swap was settled on its maturity date of June 27, 2023. The interest income was recorded in the consolidated statements of earnings under "Interest expense, net."

The Company settled its derivative instruments on their maturity date of June 27, 2023 and had no other derivatives outstanding as of December 31, 2025. The proceeds from the settlement of the cross-currency swap in the amount of $2,740 were classified as investing activities in the Consolidated Statements of Cash Flows for the year ended December 31, 2023.

There were no gains and losses on hedging instruments recognized in accumulated other comprehensive income (loss) for the years ended December 31, 2025 and 2024 as the derivative instruments settled on their maturity date of June 27, 2023. Gains and losses on our hedging instruments for the years ended December 31, 2023 were recognized in accumulated other comprehensive income (loss) and categorized as follows:

Location within Statements of Comprehensive Income
2023
Cash flow hedge (interest rate swap), net of taxUnrealized loss on cash flow hedge, net$(1,065)
Net investment hedge (cross-currency swap), net of taxNet foreign currency translation adjustment(1,455)
$(2,520)




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NOTE 20 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(In thousands, except per share data)
 20252024
 First
Quarter		Second
Quarter		Third
Quarter		Fourth
Quarter		First
Quarter		Second
Quarter		Third
Quarter		Fourth
Quarter
Net sales$250,519 $255,467 $267,558 $263,617 $239,659 $234,081 $239,940 $240,004 
Gross margin88,168 93,113 95,453 93,899 81,514 82,994 85,361 86,337 
Earnings before income taxes47,940 49,011 52,044 50,035 36,850 41,226 43,893 44,484 
Net earnings37,053 38,278 40,289 39,225 28,986 32,069 33,837 33,583 
Basic net earnings per common share$1.14 $1.18 $1.25 $1.23 $0.90 $0.99 $1.05 $1.05 
Diluted net earnings per common share$1.13 $1.17 $1.24 $1.21 $0.89 $0.98 $1.03 $1.03 

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BALCHEM CORPORATION
Valuation and Qualifying Accounts
Years Ended December 31, 2025, 2024 and 2023
(In thousands)
Allowance
for Credit Losses		Inventory
Reserve
Balance - December 31, 2022$1,226 $2,640 
Additions charged to costs and expenses37 2,450 
Adjustments/deductions (a)
(355)(2,627)
Balance - December 31, 2023908 2,463 
Additions charged to costs and expenses299 4,123 
Adjustments/deductions (a)
(298)(2,379)
Balance - December 31, 2024909 4,207 
(Recovery of)/Additions to costs and expenses(97)3,414 
Adjustments/deductions (a)
50 (4,207)
Balance - December 31, 2025$862 $3,414 
(a) Represents write-offs and other adjustments



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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A.    Controls and Procedures
Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.    
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of controls effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
As of December 31, 2025, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework (New Framework) to conduct an assessment of the effectiveness of our internal control over financial reporting. Based on this assessment, management has determined that our internal control over financial reporting was effective as of December 31, 2025.
Attestation Report of Registered Public Accounting Firm
The independent registered public accounting firm of RSM US LLP has issued an attestation report on our internal control over financial reporting, which is included herein.
Changes in Internal Control Over Financial Reporting
There has been no significant change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Item 9B.    Other Information
No directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement during the year ended December 31, 2025.
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PART III
Item 10.    Directors, Executive Officers of the Registrant, and Corporate Governance.

We have adopted an Insider Trading Policy and related procedures governing the purchase, sale and other disposition of our securities by directors, officers, and employees, as well as the Company itself, that is designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

The information regarding our executive officers is included in Part I of this report under the heading “Information about our Executive Officers.”

The other information required by this item is incorporated by reference to the information contained under the headings “Proposal 1: Election of Directors”, “Delinquent Section 16(a) Reports,” and “Corporate Governance” in our Proxy Statement for the 2026 Annual Meeting of Shareholders which will be filed no later than 120 days after December 31, 2025 (the “2026 Proxy Statement”).

Item 11.    Executive Compensation.

The information required by this item is incorporated by reference to the information contained under the headings “Executive Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in our 2026 Proxy Statement.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated by reference to the information contained under the headings “Security Ownership of Certain Beneficial Owners and of Management” and "Equity Compensation Plan Information” in our 2026 Proxy Statement.

Item 13.    Certain Relationships and Related Transactions and Director Independence.

The information required by this item is incorporated by reference to the information contained under the headings “Related Party Transactions” and “Director Independence” in our 2026 Proxy Statement.

Item 14.    Principal Accountant Fees and Services.

The information required by this item is incorporated by reference to the information contained under the heading “Information Relating to Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm” of our 2026 Proxy Statement.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules.
The following documents are filed as part of this Form 10-K:
1.Financial StatementsPage Number
 
 
 
 
 
2.Financial Statement Schedules
 
3.Exhibits
2.1
3.1
  
3.2
  
3.3
  
3.4
3.5
4.1
10.1
10.2
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10.3
10.4
  
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
 
10.18
19.1
21.1
 
23.1
 
31.1
 
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31.2
 
32.1
 
32.2
 
97.1
101.INSXBRL Instance Document
 
101.SCHXBRL Taxonomy Extension Schema Document
 
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
 
101.LABXBRL Taxonomy Extension Label Linkbase Document
 
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Each of the Exhibits noted by an asterisk is a management compensatory plan or arrangement.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 20, 2026BALCHEM CORPORATION
 By:/s/ Theodore L. Harris
 Theodore L. Harris
Chairman, President and Chief Executive Officer

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Theodore L. Harris 
Theodore L. Harris
Chairman, President and Chief Executive Officer
Date: February 20, 2026
/s/ C. Martin Bengtsson
C. Martin Bengtsson
Executive Vice President and Chief Financial Officer
Date: February 20, 2026
/s/ William A. Backus 
William A. Backus
Vice President and Chief Accounting Officer
Date: February 20, 2026
/s/ David B. Fischer 
David B. Fischer
Director
Date: February 20, 2026
/s/ Kathleen B. Fish
Kathleen B. Fish
Director
Date: February 20, 2026
/s/ Daniel E. Knutson 
Daniel E. Knutson
Director
Date: February 20, 2026
/s/ Olivier Rigaud
Olivier Rigaud
Director
Date: February 20, 2026
/s/ Monica Vicente
Monica Vicente
Director
Date: February 20, 2026
/s/ Matthew D. Wineinger 
Matthew D. Wineinger
Director
Date: February 20, 2026

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