BCPC (BCPC) EVP reports stock, option grants and tax share withholding

Rhea-AI Filing Summary

BCPC executive Hatsuki Miyata, EVP, CLO & Secretary, reported several equity compensation transactions. On February 11, 2026, Miyata acquired 1,710 shares of common stock as restricted stock that vests over three years and 2,247 shares from performance stock units for the 2023–2025 period.

To cover related tax liabilities, 877 shares were withheld at $178.68 per share on February 11 and 181 shares were withheld at $177.49 per share on February 12. Miyata also received a grant of 6,300 stock options at an exercise price of $178.68, vesting 20% in year one, 40% in year two, and 40% in year three.

After these transactions, Miyata directly held 8,745 common shares and indirectly held 487 shares through a 401(k) plan, in addition to the 6,300 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^*

Miyata Hatsuki

(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, CLO, & Secretary

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		1,710(1)	A	$0	7,556	D
Common Stock	02/11/2026		A		2,247(2)	A	$0	9,803	D
Common Stock	02/11/2026		F		877(3)	D	$178.68	8,926	D
Common Stock	02/12/2026		F		181(4)	D	$177.49	8,745	D
Common Stock								487	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		6,300		(5)	02/11/2036	Common Stock	6,300	$0	6,300	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 37 dividend equivalent shares) for the 2023-2025 performance period.

3. 877 of the 2,247 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 Hatsuki Miyata	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 did BCPC executive Hatsuki Miyata report in this Form 4 filing?

Hatsuki Miyata reported equity compensation activity, including stock and option grants and tax share withholding. The filing details new restricted stock, performance stock unit vesting, stock option grants, and shares withheld to satisfy tax obligations tied to those awards, plus updated share ownership totals.

How many BCPC common shares did Hatsuki Miyata acquire through awards?

Miyata acquired 1,710 shares of restricted stock and 2,247 shares from vested performance stock units. The restricted stock vests over three years, while the performance stock units cover the 2023–2025 period and include 37 dividend equivalent shares within the vested total.

How many BCPC shares were withheld to cover taxes on Miyata’s awards?

The filing shows 877 shares withheld at $178.68 per share and 181 shares withheld at $177.49 per share. These withholdings covered tax liabilities arising from vesting of performance stock units and previously granted restricted shares, rather than open-market sales.

What stock option grant did Hatsuki Miyata receive from BCPC?

Miyata received 6,300 stock options with an exercise price of $178.68 per share. These options vest 20% in year one, 40% in year two, and 40% in year three, and are exercisable until their stated expiration date in 2036.

What is Hatsuki Miyata’s BCPC share ownership after these transactions?

After the reported transactions, Miyata directly owned 8,745 BCPC common shares and held 487 additional shares indirectly through a 401(k) plan. Miyata also beneficially owned 6,300 stock options, reflecting the new equity grant reported in the filing.

How do the restricted stock and performance units for BCPC vest for Miyata?

Restricted stock vests 25% on the first anniversary of the grant date, 25% on the second, and 50% on the third. The performance stock units relate to the 2023–2025 performance period and include 37 dividend equivalent shares in the vested amount reported.