BCPC (BCPC) CFO reports stock, option awards and tax withholdings

Rhea-AI Filing Summary

Balchem Corporation executive Carl Martin Bengtsson, EVP & Chief Financial Officer, reported multiple equity compensation transactions and related tax withholdings. On February 11, 2026 he acquired 3,610 shares of common stock as restricted stock and 4,718 shares from vested performance stock units at no cost, while 2,416 of those vested units were withheld to satisfy tax obligations. He also received a stock option grant for 13,200 shares at an exercise price of $178.68 per share, vesting 20% in year one, 40% in year two, and 40% in year three, expiring in 2036. Additional shares were withheld on February 12, 2026 to cover taxes on previously granted restricted shares. After these transactions, he directly held 27,926 common shares, plus 1,086 shares held indirectly in a 401(k) plan, along with 13,200 stock options.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bengtsson Carl Martin

(Last) (First) (Middle)

C/O BALCHEM CORPORATION

5 PARAGON DRIVE

(Street)

MONTVALE NJ 07645

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BALCHEM CORP [ BCPC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		A		3,610(1)	A	$0	25,926	D
Common Stock	02/11/2026		A		4,718(2)	A	$0	30,644	D
Common Stock	02/11/2026		F		2,416(3)	D	$178.68	28,228	D
Common Stock	02/12/2026		F		302(4)	D	$177.49	27,926	D
Common Stock								1,086	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$178.68	02/11/2026		A		13,200		(5)	02/11/2036	Common Stock	13,200	$0	13,200	D

Explanation of Responses:

1. Ownership of restricted stock vests in Reporting Person over a 3-year period (25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date), subject to restrictions on transfer in accordance with the provisions of a Restricted Stock Grant Agreement between the Issuer and the Reporting Person.

2. Represents the vesting of performance stock units (includes 78 dividend equivalent shares) for the 2023-2025 performance period.

3. 2,416 of the 4,718 performance stock units that vested on February 11, 2026 were withheld to cover tax requirement due upon vesting.

4. Reflects shares that were withheld to cover withholding taxes due upon vesting of restricted shares (granted on 2/12/2025).

5. Options vest 20% Year 1, 40% Year 2, and 40% Year 3.

	/s/ Travis Larsen, Attorney in Fact for Carl Martin Bengtsson	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did BCPC executive Carl Martin Bengtsson report on this Form 4?

He reported equity compensation grants and related tax withholdings, not open-market trades. Transactions included restricted stock, vested performance stock units, and a new stock option grant, along with shares withheld to satisfy tax liabilities tied to those vestings and awards.

How many BCPC common shares did the CFO acquire and for what reason?

He acquired 3,610 restricted shares and 4,718 shares from vested performance stock units at a price of $0 per share. These reflect equity compensation awards and vesting for the 2023–2025 performance period, rather than cash purchases in the open market.

What stock option grant did the BCPC CFO receive according to this filing?

He received a stock option covering 13,200 shares of common stock with a $178.68 exercise price. The option vests 20% in year one, 40% in year two, and 40% in year three, and is scheduled to expire on February 11, 2036, if not exercised earlier.

Were any BCPC shares sold by the CFO, or were they withheld for taxes?

Reported dispositions were tax-withholding transactions, not open-market sales. A total of 2,416 shares from vested performance stock units and 302 shares from restricted stock were withheld to cover tax obligations due upon vesting, consistent with the plan’s tax settlement mechanics.

What are the BCPC CFO’s share and option holdings after these Form 4 transactions?

After the reported transactions, he directly owned 27,926 BCPC common shares and held 1,086 additional shares indirectly in a 401(k) plan. He also beneficially owned 13,200 stock options, reflecting the new grant reported in the derivative securities table.

How do the BCPC restricted stock and stock option awards vest for the CFO?

Restricted stock vests over three years, with 25% vesting on each of the first two anniversaries and 50% on the third. The 13,200-share stock option vests 20% in year one, 40% in year two, and 40% in year three, subject to continued service conditions.