[8-K] Balchem Corporation Reports Material Event

Rhea-AI Filing Summary

Riskified Ltd. (RSKD) Schedule 13G/A, Amendment 5 details updated insider ownership as of 30 Jun 2025.

• Assaf Feldman: 12,424,377 Class A shares (10.4% of outstanding 110,424,051). Composition: 1,941,874 Class A held directly; 2,734,200 Class A underlying convertible Class B; 54,588 RSUs vesting within 60 days; 6,379,100 Class A underlying Class B held by Sundance NYC Holdings; 1,314,615 Class A held by spouse Maria Feldman.
• Sundance NYC Holdings LLC: 6,379,100 Class A shares (5.5%) via convertible Class B; voting and dispositive power shared.
• Maria Feldman: 12,369,789 Class A shares (10.3%) reflecting shared holdings with Assaf Feldman and Sundance; disclaims 54,588 RSUs.

Percentages assume conversion of all derivative securities within 60 days. No other material transactions or certifications are disclosed. Filing confirms both Feldmans remain >10% beneficial owners, maintaining significant insider influence and highlighting a potential supply of up to 9.1 million shares from convertible Class B and near-term RSU vesting.

Positive

• Management commitment: Assaf and Maria Feldman each maintain ~10% stakes, signalling long-term alignment with shareholders.
• Transparency: Amendment No. 5 provides detailed breakdown of direct, indirect and derivative holdings, improving disclosure quality.

Negative

• Dilution risk: 9.1 million Class B shares and 54.6k RSUs may convert to Class A within 60 days, expanding float by ~8%.
• Control concentration: Combined insider ownership above 20% may limit influence of minority shareholders.

Insights

Securities Analyst

TL;DR: Filing reconfirms >10% insider stakes; limited immediate market impact but signals possible future dilution from Class B conversions.

The amendment chiefly updates share counts and percentages for Assaf Feldman, Maria Feldman and Sundance NYC Holdings. While no buy/sell action is reported, the disclosure reminds investors that roughly 9.1 million Class B shares can be converted to Class A over the next two months, equal to ~8% of the public float. That latent supply could weigh on sentiment if conversions translate into market sales. Conversely, continued double-digit ownership indicates management’s economic commitment. Overall, the information is routine and does not alter the company’s fundamentals.

Corporate Governance Specialist

TL;DR: High insider ownership strengthens control, but shared voting rights may raise minority shareholder concerns.

Both Feldmans control more than a tenth of outstanding Class A shares, and Sundance’s holdings are managed by Assaf Feldman. Such concentration can align interests with investors yet also entrench leadership. The filing clarifies shared voting/dispositive powers, satisfying disclosure rules and reducing opacity. Governance risk primarily stems from the dual-class structure: conversion of Class B shares eliminates high-vote rights, potentially reducing insider control over time. Impact on governance outlook is neutral at present.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): July 31, 2025

Balchem Corporation

(Exact name of registrant as specified in its charter)

Maryland			1-13648			13-2578432
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

5 Paragon Drive, Montvale, NJ 07645

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (845) 326-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of each exchange on which registered
Common Stock, par value $.06-2/3 per share			BCPC			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02     Results of Operations and Financial Condition

On July 31, 2025, Balchem Corporation, reported earnings for the quarter ended June 30, 2025, and certain other information. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1.

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01			Financial Statements and Exhibits
(d)			Exhibits
Exhibit No.			Description
99.1			Press Release of Balchem Corporation, dated July 31, 2025, reporting its financial results for the second quarter of 2025 and certain other information
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BALCHEM CORPORATION

By:/s/ Hatsuki Miyata

Hatsuki Miyata

Executive Vice President, Chief Legal Officer and Secretary

Date: July 31, 2025

FAQ

How many Riskified (RSKD) shares does Assaf Feldman beneficially own?

He reports 12,424,377 Class A shares, representing 10.4% of the class as of 30 Jun 2025.

What is Sundance NYC Holdings LLC’s ownership in Riskified?

The LLC holds 6,379,100 Class A shares (5.5%), all arising from convertible Class B shares.

What share count was used to calculate the ownership percentages?

The filing references 110,424,051 Class A shares outstanding as of 30 Jun 2025.

Are the Class B shares already converted to Class A?

No. Percentages assume conversion within 60 days; conversion has not yet occurred.

Why was this Schedule 13G/A Amendment No. 5 filed?

To update beneficial ownership information triggered by the event date of 30 Jun 2025 for the reporting persons.