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STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2025
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY 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.
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
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 
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.