Form 4: Backus William A. reports multiple insider transactions in BCPC

Rhea-AI Filing Summary

Backus William A. reported multiple insider transaction types in a Form 4 filing for BCPC. The filing lists transactions totaling 4,889 shares at a weighted average price of $178.59 per share. Following the reported transactions, holdings were 6,736 shares.

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^*

Backus William A.

(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)
	VP & Chief Accounting 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		490(1)	A	$0	6,007	D
Common Stock	02/11/2026		A		1,664(2)	A	$0	7,671	D
Common Stock	02/11/2026		F		865(3)	D	$178.68	6,806	D
Common Stock	02/12/2026		F		70(4)	D	$177.49	6,736	D
Common Stock								283	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		1,800		(5)	02/11/2036	Common Stock	1,800	$0	1,800	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 29 dividend equivalent shares) for the 2023-2025 performance period.

3. 865 of the 1,664 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 William A Backus	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did BCPC executive William A. Backus report on this Form 4?

William A. Backus reported equity awards and related tax-withholding dispositions. He received restricted stock and vested performance stock units, had shares withheld to satisfy tax liabilities, and was granted stock options, all affecting his direct and indirect ownership positions in BCPC common stock.

How many BCPC common shares did William A. Backus acquire through awards and vesting?

He acquired 490 restricted shares and 1,664 shares from vested performance stock units. These awards increased his direct ownership before tax-withholding dispositions, reflecting equity-based compensation tied to a restricted stock grant and a 2023–2025 performance period.

Why were some BCPC shares disposed of in William A. Backus’s Form 4 filing?

The filing shows tax-withholding dispositions, not open-market sales. Specifically, 865 shares on February 11, 2026 and 70 shares on February 12, 2026 were withheld to cover tax obligations triggered by the vesting of performance stock units and restricted stock awards.

What stock option grant did William A. Backus receive from BCPC?

He received 1,800 stock options with an exercise price of $178.68. These options vest over three years on a 20%, 40%, 40% schedule, providing potential future right to purchase BCPC common stock if vesting and exercise conditions are met.

What are William A. Backus’s BCPC share and option holdings after these transactions?

After the reported transactions, he directly owns 6,736 BCPC common shares and indirectly holds 283 shares through a 401(k) plan. He also beneficially owns 1,800 stock options, which represent rights to acquire additional common shares subject to vesting and exercise.

How do the performance stock units and restricted stock in this BCPC Form 4 vest?

The restricted stock vests over three years, with 25% vesting in year one, 25% in year two, and 50% in year three. The 1,664 vested shares reflect 2023–2025 performance stock units, including 29 dividend equivalent shares, tied to that multi-year performance period.