BCPC (BCPC) CFO has 863 shares withheld at $173.16 for tax on vesting

Rhea-AI Filing Summary

BCPC executive Carl Martin Bengtsson, EVP & Chief Financial Officer, reported a routine tax-related share withholding. On February 8, 2026, 863 shares of common stock were withheld at $173.16 per share to cover taxes on vesting restricted shares granted on February 8, 2023.

After this transaction, Bengtsson beneficially owned 22,316 common shares directly and 1,086 common shares indirectly through a 401(k) plan. The filing reflects administrative settlement of equity compensation rather than an open-market sale.

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)
02/08/2026

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	02/08/2026		F		863(1)	D	$173.16	22,316	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

Explanation of Responses:

1. Reflects shares that were withheld to cover withholding taxes due upon vesting of restricted shares (granted on 2/8/2023).

	/s/ Travis Larsen, Attorney in Fact for Carl Martin Bengtsson	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did BCPC EVP & CFO Carl Martin Bengtsson report?

Carl Martin Bengtsson reported a tax-related share withholding, not an open-market sale. On February 8, 2026, 863 BCPC common shares were withheld at $173.16 per share to cover taxes due upon vesting of restricted shares originally granted on February 8, 2023.

How many BCPC shares does Carl Martin Bengtsson own after this Form 4 filing?

After the reported transaction, Bengtsson beneficially owns 23,402 BCPC shares in total. This includes 22,316 common shares held directly and 1,086 common shares held indirectly through a 401(k) plan, as disclosed in the Form 4 filing.

Was the BCPC insider transaction a discretionary sale by the EVP & CFO?

No, the BCPC transaction was a tax withholding connected to equity compensation. The 863 shares were withheld to satisfy withholding taxes when previously granted restricted shares vested, rather than being sold voluntarily on the open market by the executive.

What does transaction code "F" mean in the BCPC Form 4 for Bengtsson?

Transaction code "F" indicates a tax withholding related to share-based compensation. In this BCPC filing, it shows that 863 shares were withheld to cover taxes due at vesting of restricted stock granted on February 8, 2023, rather than a standard market sale.

What price per share was used for the BCPC tax withholding transaction?

The tax withholding for Bengtsson’s BCPC shares used a price of $173.16 per share. This price applied to the 863 common shares withheld on February 8, 2026, to satisfy tax obligations from the vesting of restricted stock granted in 2023.

How are Bengtsson’s indirect BCPC share holdings structured after the transaction?

Following the transaction, Bengtsson indirectly holds 1,086 BCPC common shares. These shares are held through a 401(k) plan, while an additional 22,316 shares are owned directly, according to the ownership breakdown disclosed in the Form 4 filing.