Form 4: Harris Theodore L reports multiple insider transactions in BCPC

Rhea-AI Filing Summary

Harris Theodore L reported multiple insider transaction types in a Form 4 filing for BCPC. The filing lists transactions totaling 62,743 shares at a weighted average price of $178.58 per share. Following the reported transactions, holdings were 91,373 shares.

Insights

Equity compensation and governance analyst

Routine CEO equity awards with tax withholding; no open-market selling.

Theodore L. Harris, BCPC’s Chairman, President & CEO, received a mix of restricted stock, performance-based shares, and a 26,900-share stock option at an exercise price of $178.68. These grants align his compensation with share performance through multi-year vesting schedules.

Shares classified under code F on February 11–12, 2026 reflect tax-withholding dispositions, where 9,358 and 844 shares were withheld at prices of $178.68 and $177.49. This method pays tax obligations using shares rather than cash and does not indicate discretionary open-market selling.

Following the transactions, Harris held 91,373 common shares directly, additional shares via a 401(k) plan, and a smaller amount in a trust where he disclaims beneficial ownership beyond any pecuniary interest. Overall, the filing documents standard executive equity compensation activity without signaling a change in company outlook.

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^*

Harris Theodore L

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

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		7,350(1)	A	$0	83,284	D
Common Stock	02/11/2026		A		18,291(2)	A	$0	101,575	D
Common Stock	02/11/2026		F		9,358(3)	D	$178.68	92,217	D
Common Stock	02/12/2026		F		844(4)	D	$177.49	91,373	D
Common Stock								2,007	I	401(k) Plan
Common Stock								1,022.58	I	By Trust(5)

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		26,900		(6)	02/11/2036	Common Stock	26,900	$0	26,900	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 306 dividend equivalent shares) for the 2023-2025 performance period.

3. 9,358 of the 18,291 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. Reflects securities held in a trust for the benefit of the Reporting Person's mother and for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership over the securities held by the trust, except to the extent of his pecuniary interest therein, if any.

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

	/s/ Travis Larsen, Attorney in Fact for Theodore L Harris	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did BCPC CEO Theodore L. Harris report in this Form 4 filing?

He reported new equity awards and related tax withholding. Harris received restricted stock, vested performance stock units, and a 26,900-share stock option, while shares were simultaneously withheld to cover tax obligations tied to the vesting events and grants.

How many BCPC shares did the CEO acquire through stock awards in February 2026?

He acquired 7,350 restricted shares and 18,291 performance-based shares. The 18,291 shares include 306 dividend equivalent shares for the 2023–2025 performance period, with all shares granted at no cash cost to the executive in this filing.

Were any BCPC shares sold by the CEO on the open market in this Form 4?

No open-market sales were reported. Shares with transaction code F, totaling 9,358 and 844 shares, were withheld by the company solely to satisfy tax liabilities arising from vesting, rather than representing discretionary selling by the executive.

What stock option grant did the BCPC CEO receive according to the Form 4?

He received an option to purchase 26,900 BCPC shares at $178.68. 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.

How many BCPC shares does the CEO own after the reported transactions?

He directly owns 91,373 common shares after the transactions. In addition, he holds 2,007 shares indirectly through a 401(k) plan and 1,022.58 shares in a trust for his mother, where he disclaims full beneficial ownership.

How do the restricted stock and performance stock units for BCPC’s CEO vest?

Restricted stock vests over three years; performance units vested for 2023–2025. Restricted shares vest 25%, 25%, then 50% on successive anniversaries, while the reported performance stock units vested after the 2023–2025 performance period.