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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended September 30, 2026
    OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from ____ to ____
Commission file number: 1-13648
_______________________________________________________________________________________________________________
Balchem Corporation
(Exact name of Registrant as specified in its charter)
Maryland13-2578432
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

5 Paragon Drive, Montvale, NJ 07645
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (845) 326-5600

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $.06-2/3 per shareBCPCThe Nasdaq Stock Market LLC
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑  No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check one):Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of October 15, 2026, the registrant had 31,777,324 shares of its Common Stock, $.06 2/3 par value, outstanding.

Table of Contents
BALCHEM CORPORATION
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page No.


Table of Contents
Part I.    Financial Information

Item 1.    Financial Statements
BALCHEM CORPORATION
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share and per share data)
AssetsSeptember 30, 2026December 31, 2025
Current assets:(unaudited)
Cash and cash equivalents$66,264 $74,570 
Accounts receivable, net of allowance for credit losses of $1,262 and $862 at September 30, 2026 and December 31, 2025, respectively
145,635 143,596 
Inventories, net177,006 131,449 
Prepaid expenses9,933 9,778 
Other current assets6,039 6,221 
Total current assets404,877 365,614 
Property, plant and equipment, net306,135 306,648 
Goodwill807,487 816,375 
Customer relationships and lists, net120,076 132,994 
Other intangible assets with finite lives, net27,290 30,295 
Right of use assets - operating leases16,319 14,672 
Right of use assets - finance lease1,364 1,520 
Other non-current assets20,024 18,134 
Total assets$1,703,572 $1,686,252 
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable$72,037 $60,425 
Accrued expenses59,154 49,288 
Accrued compensation and other benefits26,400 27,896 
Dividends payable164 31,044 
Income taxes payable2,385 3,912 
Operating lease liabilities - current3,762 3,614 
Finance lease liabilities - current213 205 
Total current liabilities164,115 176,384 
Revolving loan124,000 164,000 
Deferred income taxes52,273 54,143 
Operating lease liabilities - non-current13,085 11,324 
Finance lease liabilities - non-current1,384 1,544 
Other long-term obligations21,938 21,444 
Total liabilities376,795 428,839 
Commitments and contingencies (Note 15)
Stockholders' equity:
Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding
— — 
Common stock, $0.0667 par value. Authorized 120,000,000 shares; 31,824,039 and 32,058,121 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively
2,123 2,139 
Additional paid-in capital47,221 92,331 
Retained earnings1,253,024 1,121,396 
Accumulated other comprehensive income24,409 41,547 
Total stockholders' equity1,326,777 1,257,413 
Total liabilities and stockholders' equity$1,703,572 $1,686,252 

See accompanying notes to condensed consolidated financial statements.
3
Table of Contents
BALCHEM CORPORATION
Condensed Consolidated Statements of Earnings
(Dollars in thousands, except per share data)
(unaudited)

Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Net sales$290,658 $267,558 $845,364 $773,544 
Cost of sales184,944 172,105 534,883 496,810 
Gross margin105,714 95,453 310,481 276,734 
Operating expenses:
Selling expenses20,690 19,092 62,923 55,318 
Research and development expenses5,343 4,496 15,758 13,458 
General and administrative expenses17,244 17,286 54,516 50,922 
43,277 40,874 133,197 119,698 
Earnings from operations62,437 54,579 177,284 157,036 
Other expenses, net:
Interest expense, net1,934 2,629 6,085 8,319 
Other expense (income), net459 (94)852 (278)
2,393 2,535 6,937 8,041 
Earnings before income tax expense60,044 52,044 170,347 148,995 
Income tax expense13,316 11,755 38,719 33,375 
Net earnings$46,728 $40,289 $131,628 $115,620 
Net earnings per common share - basic$1.47 $1.25 $4.13 $3.57 
Net earnings per common share - diluted$1.46 $1.24 $4.09 $3.54 

See accompanying notes to condensed consolidated financial statements.

4
Table of Contents
BALCHEM CORPORATION
Condensed Consolidated Statements of Comprehensive Income
(Dollars in thousands)
(unaudited)

Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Net earnings$46,728 $40,289 $131,628 $115,620 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment(2,791)85 (17,427)65,583 
Change in postretirement benefit plans(9)(1)289 (240)
Other comprehensive (loss) income(2,800)84 (17,138)65,343 
Comprehensive income$43,928 $40,373 $114,490 $180,963 


See accompanying notes to condensed consolidated financial statements.

5
Table of Contents
BALCHEM CORPORATION
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For the Three and Nine Months Ended September 30, 2026 and 2025
(Dollars in thousands, except share and per share data)
(Unaudited)

Total
Stockholders'
Equity		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Common StockAdditional
Paid-in
Capital
SharesAmount
Balance - December 31, 2025$1,257,413 $1,121,396 $41,547 32,058,121$2,139 $92,331 
Net earnings40,285 40,285 — —— — 
Other comprehensive loss(9,798)— (9,798)—— — 
Repurchases of common stock (14,923)— — (89,880)(6)(14,917)
Shares and options issued under stock plans12,139 — — 160,28510 12,129 
Balance - March 31, 20261,285,116 1,161,681 31,749 32,128,5262,143 89,543 
Net earnings44,615 44,615 — — — — 
Other comprehensive loss(4,540)— (4,540)— — — 
Repurchases of common stock, including
   excise tax		(29,800)— — (183,249)(12)(29,788)
Shares and options issued under stock plans6,987 — — 10,2571 6,986 
Balance - June 30, 20261,302,378 1,206,296 27,209 31,955,5342,132 66,741 
Net earnings46,728 46,728 — — — — 
Other comprehensive loss(2,800)— (2,800)— — — 
Repurchases of common stock, including
   excise tax		(28,414)— — (170,618)(11)(28,403)
Shares and options issued under stock plans8,885 — — 39,1232 8,883 
Balance - September 30, 2026$1,326,777 $1,253,024 $24,409 31,824,039$2,123 $47,221 

See accompanying notes to condensed consolidated financial statements.

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BALCHEM CORPORATION
Condensed Consolidated Statements of Changes in Stockholders’ Equity (continued)
For the Three and Nine Months Ended September 30, 2026 and 2025
(Dollars in thousands, except share and per share data)
(Unaudited)
Total
Stockholders'
Equity		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Common StockAdditional
Paid-in
Capital
SharesAmount
Balance - December 31, 2024$1,149,913 $997,493 $(23,747)32,527,244$2,170 $173,997 
Net earnings37,053 37,053 — —— — 
Other comprehensive income21,484 — 21,484 —— — 
Repurchases of common stock (5,325)— — (32,869)(2)(5,323)
Shares and options issued under stock plans5,576 — — 117,1697 5,569 
Balance - March 31, 20251,208,701 1,034,546 (2,263)32,611,5442,175 174,243 
Net earnings38,278 38,278 — — — — 
Other comprehensive income43,775 — 43,775 — — — 
Repurchases of common stock, including
   excise tax		(33,348)— — (204,965)(13)(33,335)
Shares and options issued under stock plans10,507 — — 48,9753 10,504 
Balance - June 30, 20251,267,913 1,072,824 41,512 32,455,5542,165 151,412 
Net earnings40,289 40,289 — — — — 
Other comprehensive income84 — 84 — — — 
Repurchases of common stock, including
   excise tax		(15,624)— — (95,760)(6)(15,618)
Shares and options issued under stock plans5,202 — — 16,5201 5,201 
Balance - September 30, 2025$1,297,864 $1,113,113 $41,596 32,376,314 $2,160 $140,995 

See accompanying notes to condensed consolidated financial statements.
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BALCHEM CORPORATION
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(unaudited)
Nine Months Ended
September 30,
20262025
Cash flows from operating activities:
Net earnings$131,628 $115,620 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization37,100 33,969 
Stock compensation expense16,316 14,298 
Deferred income taxes(860)(273)
Provision for (recovery of) credit losses410 (118)
Unrealized loss (gain) on foreign currency transactions and
   deferred compensation		944 (1,207)
Loss (gain) on disposal of assets and asset impairment2,543 (94)
Changes in assets and liabilities
Accounts receivable(2,985)(8,900)
Inventories(47,332)2,622 
Prepaid expenses and other current assets(194)24 
Accounts payable and accrued expenses19,474 (9,024)
Income taxes(1,677)1,440 
Other1,177 924 
Net cash provided by operating activities156,544 149,281 
Cash flows from investing activities:
Capital expenditures and intangible assets acquired(29,605)(27,275)
Cash paid for acquisitions, net of cash acquired— (323)
Proceeds from sale of assets 7 267 
Investment in affiliates(155)(144)
Net cash used in investing activities(29,753)(27,475)
Cash flows from financing activities:
Proceeds from revolving loan88,000 70,000 
Principal payments on revolving loan(128,000)(106,000)
Principal payments on finance leases(153)(145)
Cash paid for financing costs(1,943)— 
Proceeds from stock options exercised11,589 6,867 
Dividends paid(30,773)(28,276)
Repurchases of common stock(71,925)(54,008)
Net cash used in financing activities(133,205)(111,562)
Effect of exchange rate changes on cash(1,892)5,334 
(Decrease) increase in cash and cash equivalents(8,306)15,578 
Cash and cash equivalents beginning of period74,570 49,515 
Cash and cash equivalents end of period$66,264 $65,093 


See accompanying notes to condensed consolidated financial statements.
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BALCHEM CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)
(All dollar amounts in thousands, except share and per share data)


NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated financial statements presented herein have been prepared in accordance with the accounting policies described in the December 31, 2025 consolidated financial statements, and should be read in conjunction with the consolidated financial statements and notes, which appear in the Annual Report on Form 10-K for the year ended December 31, 2025. The condensed consolidated financial statements reflect the operations of Balchem Corporation and its subsidiaries (the "Company" or "Balchem"). All intercompany balances and transactions have been eliminated in consolidation.
In the opinion of management, the unaudited condensed consolidated financial statements furnished in this Form 10-Q include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal, recurring nature. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) governing interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934 (the "Exchange Act") and therefore do not include some information and notes necessary to conform to annual reporting requirements. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the operating results expected for the full year or any interim period.

Recent Accounting Pronouncements

Recently Issued Accounting Standards
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, "Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)." The new guidance is intended to enhance transparency and disclosures by requiring public entities to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. While the adoption of ASU 2024-03 is not expected to have an effect on our consolidated financial statements, it is expected to result in incremental disclosures within the notes to our consolidated financial statements.


NOTE 2 - STOCKHOLDERS' EQUITY
Stock-Based Compensation
The Company’s results for the three and nine months ended September 30, 2026 and 2025 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:

Increase/(Decrease) for theIncrease/(Decrease) for the
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Cost of sales$555 $382 $1,733 $1,356 
Operating expenses4,484 4,268 14,583 12,942 
Net earnings(3,910)(3,626)(12,610)(11,131)

The Company's omnibus incentive plan ("the Plan") allows for the granting of stock awards and options to purchase common stock. Both incentive stock options and nonqualified stock options can be awarded under the plan. The Company has approved and reserved a number of shares to be issued upon exercise of the outstanding options that is adequate to cover all exercises. As of September 30, 2026, the Plan had 502,353 shares available for future awards.
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Accounting Standards Codification ("ASC") 718, "Compensation-Stock Compensation", requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The weighted average fair values of the stock options granted under the Plan were calculated using either the Black-Scholes model or the Binomial model, whichever was deemed to be most appropriate. For the nine months ended September 30, 2026, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions:
Nine Months Ended September 30,
20262025
Dividend yields0.5 %0.6 %
Expected volatilities23.5 %26.0 %
Risk-free interest rates3.8 %4.5 %
Expected lives5.2 years5.2 years
Option activity for the nine months ended September 30, 2026 and 2025 is summarized below:
For the Nine Months Ended September 30, 2026Shares (000s)Weighted
Average
Exercise
Price		Aggregate
Intrinsic
Value		Weighted
Average
Remaining
Contractual
Term
Outstanding as of December 31, 2025900 $120.48 $29,888 5.2
Granted71 178.68 
Exercised(113)102.69 
Forfeited(1)143.43 
Canceled(2)139.31 
Outstanding as of September 30, 2026855 $127.57 $32,936 5.1
Exercisable as of September 30, 2026639 $116.86 $30,721 4.2
For the Nine Months Ended September 30, 2025Shares (000s)Weighted
Average
Exercise
Price		Aggregate
Intrinsic
Value		Weighted
Average
Remaining
Contractual
Term
Outstanding as of December 31, 2024962 $114.81 $46,346 5.8
Granted51 159.18 
Exercised(76)90.46 
Forfeited(3)142.33 
Canceled(1)139.81 
Outstanding as of September 30, 2025933 $119.11 $29,374 5.4
Exercisable as of September 30, 2025661 $108.04 $27,784 4.3

Other information pertaining to option activity during the three and nine months ended September 30, 2026 and 2025 is as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Weighted-average fair value of options granted$— $— $48.90 $48.86 
Total intrinsic value of stock options exercised ($000s)$2,491 $621 $8,058 $5,380 
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The Company has Restricted Stock Grant Agreements with the Company's non–employee directors and certain employees, which are subject to time-based vesting requirements. The value of the restricted shares is based on the fair value of the award at the date of grant.
Non-vested restricted stock activity for the nine months ended September 30, 2026 and 2025 is summarized below:
Nine Months Ended September 30,
20262025
Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance as of December 31147 $150.15 122 $141.62 
Granted66 177.16 65 158.89 
Vested(52)145.16 (34)137.78 
Forfeited(5)156.26 (3)148.11 
Non-vested balance as of September 30156 $163.10 150 $149.84 
The Company also has performance share (“PS”) awards, which provide the recipients the right to receive a certain number of shares of the Common Stock in the future, subject to certain performance hurdles, depending on the date of the grant: (1) an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period (typically three years), (2) a relative total shareholder return (“TSR”) market condition where vesting is dependent upon the Company’s TSR performance over the performance period (typically three years) relative to a comparator group consisting of the Russell 2000 index constituents, or (3) an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period (typically three years) and modified based on the Company's TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents. Expense is measured based on the fair value of the grant at the date of grant. A Monte-Carlo simulation has been used to estimate the fair value using the following assumptions:
Nine Months Ended September 30,
20262025
Dividend yields— %— %
Expected volatilities22.8 %25.5 %
Risk-free interest rates3.5 %4.3 %
Initial TSR's16.0 %-8.8 %
Non-vested performance share activity for the nine months ended September 30, 2026 and 2025 is summarized below:

Nine Months Ended September 30,
20262025
Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance as of December 3181 $160.14 79 $150.73 
Granted50 173.60 50 147.96
Vested(35)148.64 (44)130.29
Forfeited— — (4)152.69
Non-vested balance as of September 3096 $171.52 81 $160.14 

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As of September 30, 2026 and 2025, there were $26,793 and $23,995, respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans. As of September 30, 2026, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.4 years. The Company estimates that share-based compensation expense for the year ended December 31, 2026 will be $21,358.
Repurchases of Common Stock
On December 9, 2025, the Company's Board of Directors approved a stock repurchase program (the "December 2025 program"), which replaced the previously approved June 1999 program. The December 2025 program authorizes the repurchases of up to and including 4,000,000 shares of the Company's ordinary shares. This stock repurchase program has no expiration date, does not oblige the Company to acquire any particular amount of the Company's ordinary shares, and may be terminated at any time. Since the inception of the December 2025 program, a total of 513,406 shares have been repurchased.
During the nine months ended September 30, 2026 and 2025, the Company purchased 443,747 and 333,594 shares, respectively, from open market purchases and from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan. These shares were purchased at an average cost of $163.97 and $161.90 per share, respectively. The Company records the applicable excise taxes payable related to repurchases of our common stock as an incremental cost of the shares repurchased and a corresponding liability for the excise tax payable in "Other accrued liabilities" on our condensed consolidated balance sheet. The excise tax payable was $377 and $779 as of September 30, 2026 and December 31, 2025, respectively.


NOTE 3 – INVENTORIES
Inventories, net of reserves at September 30, 2026 and December 31, 2025 consisted of the following:

September 30, 2026December 31, 2025
Raw materials$55,660 $41,858 
Work in progress8,816 6,527 
Finished goods112,530 83,064 
Total inventories$177,006 $131,449 

On a regular basis, the Company evaluates its inventory balances for excess quantities and obsolescence by analyzing demand, inventory on hand, sales levels and other information. Based on these evaluations, inventory balances are reserved, if necessary. The reserve for inventory was $5,123 and $3,414 at September 30, 2026 and December 31, 2025, respectively.


NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at September 30, 2026 and December 31, 2025 are summarized as follows:
September 30, 2026December 31, 2025
Land$12,211 $12,428 
Building142,382 116,395 
Equipment364,399 340,322 
Construction in progress64,178 95,229 
583,170 564,374 
Less: accumulated depreciation277,035 257,726 
Property, plant and equipment, net$306,135 $306,648 


NOTE 5 - INTANGIBLE ASSETS
The Company had goodwill in the amount of $807,487 and $816,375 as of September 30, 2026 and December 31, 2025, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The decrease in goodwill is due to foreign currency translation adjustments.
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Identifiable intangible assets with finite lives at September 30, 2026 and December 31, 2025 are summarized as follows:

Amortization
Period
(in years)		Gross Carrying Amount at September 30, 2026Accumulated Amortization at September 30, 2026Gross Carrying Amount at December 31, 2025Accumulated Amortization at December 31, 2025
Customer relationships and lists
10-20
$365,861 $245,785 $370,763 $237,769 
Trademarks and trade names
2-17
51,547 44,132 52,256 43,655 
Developed technology
5-12
41,707 25,020 42,385 23,415 
Other
2-18
26,130 22,942 25,178 22,454 
   Other intangible assets with finite lives$119,384 $92,094 $119,819 $89,524 
Amortization of identifiable intangible assets was $4,280 and $12,980 for the three and nine months ended September 30, 2026, respectively, and $4,341 and $12,662 for the three and nine months ended September 30, 2025, respectively. Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $4,321 for the remainder of 2026, $16,614 for 2027, $16,169 for 2028, $15,757 for 2029, $15,372 for 2030 and $15,254 for 2031. At September 30, 2026 and December 31, 2025, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350. Identifiable intangible assets are reflected in "Customer relationships and lists, net" and “Other intangible assets with finite lives, net” on the Company’s condensed consolidated balance sheets. There were no changes to the useful lives of intangible assets subject to amortization during the nine months ended September 30, 2026 and 2025.


NOTE 6 - EQUITY METHOD INVESTMENT
In January 2014, BCP Ingredients, Inc. ("BCP"), a subsidiary of the Company, and Taminco US Inc. (note: Taminco was subsequently acquired by Eastman Chemical Company) formed a joint venture (66.66% / 33.34% ownership), St. Gabriel CC Company, LLC, to design, develop, and construct an expansion of BCP’s St. Gabriel aqueous choline chloride plant. BCP contributed the St. Gabriel plant, at cost, and all continued expansion and improvements are funded by the owners. The joint venture became operational as of July 1, 2016, at which point, Taminco US Inc. was succeeded by Taminco US LLC. St. Gabriel CC Company, LLC is a Variable Interest Entity (VIE) because the total equity at risk is not sufficient to permit the joint venture to finance its own activities without additional subordinated financial support. Additionally, voting rights (2 votes each) are not proportionate to the owners’ obligation to absorb expected losses or receive the expected residual returns of the joint venture. BCP receives the majority of the production offtake capacity, which may be adjusted from time to time to the extent the owners agree as such, and absorbs operating expenses approximately proportional to the actual percentage of offtake. The joint venture is accounted for under the equity method of accounting since BCP is not the primary beneficiary as BCP does not have the power to direct the activities of the joint venture that most significantly impact its economic performance. BCP recognized a loss of $129 and $379 for the three and nine months ended September 30, 2026, respectively, and $123 and $368 for the three and nine months ended September 30, 2025, respectively, relating to its portion of the joint venture's expenses in other expense. BCP made capital contributions to the investment totaling $60 and $155 for the three and nine months ended September 30, 2026, respectively, and $39 and $144 for the three and nine months ended September 30, 2025, respectively. The carrying value of the joint venture at September 30, 2026 and December 31, 2025 was $3,493 and $3,717, respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.


NOTE 7 – REVOLVING LOAN
On July 27, 2022, the Company entered into an Amended and Restated Credit Agreement (the "2022 Credit Agreement") with certain lenders in the form of a senior secured revolving credit facility. On July 24, 2026, the Company entered into Amendment No. 1 to the 2022 Credit Agreement (the "Credit Agreement Amendment"), which increased the aggregate revolving commitment amount from $550,000 to $650,000, extended the maturity date of the credit facility from July 27, 2027 to July 24, 2031, and made certain other amendments to the facility terms. The loans may be used for working capital, letters of credit, and other corporate purposes and may be drawn upon at the Company’s discretion. The Company used initial proceeds from the Credit Agreement Amendment to repay the outstanding balance of $152,000 due in July 2027 under the 2022 Credit Agreement. The amendment was accounted for as a modification of the existing debt arrangement.

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As of September 30, 2026 and December 31, 2025, the total balance outstanding under the revolving credit facility amounted to $124,000 and $164,000, respectively. There are no installment payments required on the revolving loans. The loans may be voluntarily prepaid in whole or in part without premium or penalty, and all outstanding amounts are due on the maturity date. Amounts outstanding under the revolving credit facility are subject to an interest rate equal to a fluctuating rate as defined by the Credit Agreement Amendment plus an applicable rate. The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the Credit Agreement Amendment, and the interest rate was 4.90% at September 30, 2026.
The Company is also required to pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the Credit Agreement Amendment and ranges from 0.150% to 0.225% (0.150% at September 30, 2026). The unused portion of the revolving loan amounted to $526,000 at September 30, 2026. The Company is also required to pay, as applicable, letter of credit fees, administrative agent fees, and other fees to the arrangers and lenders.
Costs associated with the issuance of the revolving loans are capitalized and amortized on a straight-line basis over the term of the Credit Agreement Amendment, which is not materially different than the effective interest method. Capitalized costs net of accumulated amortization were $2,108 and $455 at September 30, 2026 and December 31, 2025, respectively, and are included in "Other non-current assets" on the condensed consolidated balance sheets. Amortization expense pertaining to these costs totaled $101 and $245 for the three and nine months ended September 30, 2026, respectively, and $72 and $216 for the three and nine months ended September 30, 2025, respectively, and are included in "Interest expense, net" in the accompanying condensed consolidated statements of earnings.
The Credit Agreement Amendment contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated interest coverage ratio to exceed a certain minimum ratio. At September 30, 2026, the Company was in compliance with these covenants. Indebtedness under the Company’s loan agreements is secured by assets of the Company.


NOTE 8– NET EARNINGS PER SHARE
The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per share:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Net Earnings - Basic and Diluted$46,728 $40,289 $131,628 $115,620 
Shares (000s)
Weighted Average Common Shares - Basic31,695 32,265 31,845 32,353 
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares337 330 336 349 
Weighted Average Common Shares - Diluted32,032 32,595 32,181 32,702 
Net Earnings Per Share - Basic$1.47 $1.25 $4.13 $3.57 
Net Earnings Per Share - Diluted$1.46 $1.24 $4.09 $3.54 
The number of anti-dilutive shares were 120,000 and 123,510 for the three and nine months ended September 30, 2026, respectively, and 221,170 and 224,180 for the three and nine months ended September 30, 2025, respectively. Anti-dilutive shares could potentially dilute basic earnings per share in future periods and therefore, were not included in diluted earnings per share.


NOTE 9 – INCOME TAXES
The Company’s effective tax rate for the three months ended September 30, 2026 and 2025, was 22.2% and 22.6%, respectively. The lower effective tax rate for the quarter was primarily due to higher favorable adjustments related to the filing of the prior year federal tax return and a higher foreign-derived intangible income deduction benefit, partially offset by an increase in certain state taxes. The effective tax rate for the nine months ended September 30, 2026 and 2025, was 22.7% and 22.4%, respectively. The higher effective tax rate for the nine months ended September 30, 2026 was primarily due to an increase in certain state taxes, partially offset by higher favorable adjustments related to the filing of the prior year federal tax return.
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On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the United States which includes a broad range of tax provision. The Company has assessed that the OBBBA will not have a material impact on its estimated annual effective tax rate in 2026.
The Company files income tax returns in the U.S. and in various states and foreign countries. As of September 30, 2026, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2021. The Company had $7,052 and $6,731 of unrecognized tax benefits, which included $2,671 and $2,350 of total accrued interest and penalties at September 30, 2026 and December 31, 2025, respectively. The unrecognized tax benefits are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets. The Company includes interest expense or income as well as potential penalties on uncertain tax positions as a component of "Income tax expense" in the condensed consolidated statements of earnings.
The European Union ("EU") member states formally adopted the EU's Pillar Two Directive on December 15, 2022, which was established by the Organization for Economic Co-operation and Development. Pillar Two generally provides for a 15 percent minimum effective tax rate for the jurisdictions where multinational enterprises operate. While the Company does not anticipate that this will have a material impact on its tax provision or effective tax rate, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.


NOTE 10 – SEGMENT INFORMATION
Balchem Corporation reports three reportable segments: Human Nutrition and Health ("HNH"), Animal Nutrition and Health ("ANH"), and Specialty Products ("SP"). Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".
The Company's Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The CODM receives a profit and loss reporting package which provides segment information including revenue, cost of goods sold, gross margin, total operating expenses, and earnings from operations. The CODM utilizes this monthly profit and loss reporting package to analyze segment performance and appropriately allocate resources.
Pursuant to ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures", the significant segment information is summarized as follows:

For the Three Months Ended September 30, 2026
HNHANHSPOther and UnallocatedTotal
Net sales$188,227 $62,990 $37,294 $2,147 $290,658 
Cost of sales117,788 (1)48,022 (1)16,183 (1)2,951 (1)184,944 
Gross margin70,439 14,968 21,111 (804)105,714 
Operating expenses24,806 (2)8,179 
(3)
8,810 (4)1,482 (5)43,277 
Earnings from operations45,633 6,789 12,301 (2,286)62,437 
Other expenses:
   Interest expense, net1,934 
   Other expense, net459 
2,393 
Earnings before income tax expense60,044 
   Income tax expense13,316 
Net earnings$46,728 
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(1) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expenses necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight and duty costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
(2) Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets.
(3) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs.
(4) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.
(5) Operating expenses within Other and Unallocated are primarily comprised of compensation-related costs and transaction and integration costs.

For the Nine Months Ended September 30, 2026
HNHANHSPOther and UnallocatedTotal
Net sales$536,749 $189,633 $112,532 $6,450 $845,364 
Cost of sales333,433 (6)145,309 (6)48,389 (6)7,752 (6)534,883 
Gross margin203,316 44,324 64,143 (1,302)310,481 
Operating expenses75,282 (7)26,616 (8)27,014 (9)4,285 (10)133,197 
Earnings from operations128,034 17,708 37,129 (5,587)177,284 
Other expenses:
   Interest expense, net6,085 
   Other expense, net852 
6,937 
Earnings before income tax expense170,347 
   Income tax expense38,719 
Net earnings$131,628 
(6) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expenses necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight and duty costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
(7) Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets.
(8) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs.
(9) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.
(10) Operating expenses within Other and Unallocated are primarily comprised of compensation-related costs and transaction and integration costs.

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For the Three Months Ended September 30, 2025
HNHANHSPOther and UnallocatedTotal
Net sales$174,088 $56,376 $35,683 $1,411 $267,558 
Cost of sales109,961 (11)44,630 (11)15,735 (11)1,779 (11)172,105 
Gross margin64,127 11,746 19,948 (368)95,453 
Operating expenses23,296 (12)8,033 (13)8,414 (14)1,131 (15)40,874 
Earnings from operations40,831 3,713 11,534 (1,499)54,579 
Other expenses:
   Interest expense, net2,629 
   Other income, net(94)
2,535 
Earnings before income tax expense52,044 
   Income tax expense11,755 
Net earnings$40,289 
(11) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expenses necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight and duty costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
(12) Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets.
(13) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs.
(14) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.
(15) Operating expenses within Other and Unallocated are primarily comprised of compensation-related costs and transaction and integration costs.

For the Nine Months Ended September 30, 2025
HNHANHSPOther and UnallocatedTotal
Net sales$493,318 $169,681 $106,143 $4,402 $773,544 
Cost of sales308,811 (16)134,033 (16)48,292 (16)5,674 (16)496,810 
Gross margin184,507 35,648 57,851 (1,272)276,734 
Operating expenses67,360 (17)23,185 (18)25,463 (19)3,690 (20)119,698 
Earnings from operations117,147 12,463 32,388 (4,962)157,036 
Other expenses:
   Interest expense, net8,319 
   Other income, net(278)
8,041 
Earnings before income tax expense148,995 
   Income tax expense33,375 
Net earnings$115,620 
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(16) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expenses necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight and duty costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
(17) Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets.
(18) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs.
(19) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.
(20) Operating expenses within Other and Unallocated are primarily comprised of compensation-related costs and transaction and integration costs.

Business Segment AssetsSeptember 30,
2026		December 31,
2025
Human Nutrition and Health$1,248,693 $1,243,522 
Animal Nutrition and Health198,148 176,608 
Specialty Products168,600 172,076 
Other and Unallocated (21)
88,131 94,046 
Total$1,703,572 $1,686,252 

(21) Other and Unallocated assets consist of certain cash, capitalized loan issuance costs, other assets, investments, and income taxes, which the Company does not allocate to its individual business segments. It also includes assets associated with a few minor businesses which individually do not meet the quantitative thresholds for separate presentation.


Depreciation/Amortization		Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Human Nutrition and Health$8,653 $7,615 $25,771 $22,462 
Animal Nutrition and Health1,820 1,834 5,520 5,424 
Specialty Products1,652 1,872 5,081 5,394 
Other and Unallocated264 231 728 689 
Total$12,389 $11,552 $37,100 $33,969 

Capital Expenditures		Nine Months Ended September 30,
20262025
Human Nutrition and Health$11,929 $14,075 
Animal Nutrition and Health13,744 9,940 
Specialty Products2,568 2,768 
Other and Unallocated325 350 
Total$28,566 $27,133 



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NOTE 11 – REVENUE
The following table presents revenues disaggregated by revenue source:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Product Sales Revenue$290,257 $267,078 $843,836 $772,180 
Royalty Revenue401 480 1,528 1,364 
Total Revenue$290,658 $267,558 $845,364 $773,544 

The following table presents revenues disaggregated by geography, based on customers' delivery addresses:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
United States$212,985 $198,064 $615,560 $570,492 
Foreign Countries77,673 69,494 229,804 203,052 
Total Revenue$290,658 $267,558 $845,364 $773,544 

NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the nine months ended September 30, 2026 and 2025 for income taxes and interest is as follows:
Nine Months Ended September 30,
20262025
Income taxes$38,586 $29,625 
Interest$6,366 $8,516 


NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) were as follows:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Net foreign currency translation adjustment (1)
$(2,791)$85 $(17,427)$65,583 
Net change in postretirement benefit plan (see Note 14 for
   further information)
Amortization of gain(13)(1)(34)(4)
Prior service gain arising during the period— — 411 (319)
Total before tax(13)(1)377 (323)
Tax4 — (88)83 
Net of tax(9)(1)289 (240)
Total other comprehensive (loss) income$(2,800)$84 $(17,138)$65,343 
(1) Includes gains of $1,139 and $2,873 on intra-entity foreign currency transactions for the three and nine months ended September 30, 2026, respectively, and gains of $431 and $5,732 for the three and nine months ended September 30, 2025, respectively.

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Accumulated other comprehensive income (loss) at September 30, 2026 and December 31, 2025 consisted of the following:

Foreign currency
translation
adjustment		Postretirement
benefit plan		Total
Balance December 31, 2025$41,353 $194 $41,547 
Other comprehensive (loss) income(17,427)289 (17,138)
Balance September 30, 2026$23,926 $483 $24,409 


NOTE 14 – EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
The Company sponsors one 401(k) savings plan for eligible employees, which allows participants to make pretax or after tax contributions, and the Company matches certain percentages of those contributions with shares of the Company’s Common Stock. The plan also has a discretionary profit sharing portion. All amounts contributed to the plan are deposited into a trust fund administered by independent trustees. The Company also sponsors various defined contribution plans for employees working in our foreign operations and matches certain employee contributions. These contributions are deposited into trust funds administered by independent trustees.
Postretirement Medical Plans
The Company provides postretirement benefits in the form of two unfunded postretirement medical plans; one that is under a collective bargaining agreement and covers eligible retired employees of the Verona facility and one for officers of the Company pursuant to the Balchem Corporation Officer Retiree Program.
Net periodic benefit costs for such retirement medical plans were as follows:
Nine Months Ended September 30,
20262025
Service cost$69 $87 
Interest cost40 53 
Amortization of gain(42)(7)
Net periodic benefit cost$67 $133 

The amounts recorded for these obligations on the Company’s condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025 are $1,147 and $1,122, respectively, and are included in "Other long-term obligations" on the Company's condensed consolidated balance sheets. These plans are unfunded and approved claims are paid from Company funds. Historical cash payments made under such plans have typically been less than $200 per year.

Defined Benefit Pension Plan
The Company provides an unfunded defined benefit pension plan for employees working in Belgium. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amounts recorded for these obligations on the Company's condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025 were $938 and $869, respectively, and were included in "Other long-term obligations" on the Company's condensed consolidated balance sheets.

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Net periodic benefit costs for such benefit pension plan were as follows:
Nine Months Ended September 30,
20262025
Service cost with interest to end of year$168 $161 
Interest cost78 61 
Expected return on plan assets(50)(45)
Amortization of loss8 3 
Total net periodic benefit cost$204 $180 

Deferred Compensation Plan

The Company provides an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust, and are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The Company may, at its discretion, provide matching contributions to eligible employee deferred compensation contributions, with no obligation to make such contributions in future periods. The deferred compensation liability was $14,273 as of September 30, 2026, of which $13,246 was included in "Other long-term obligations" and $1,027 was included in "Accrued compensation and other benefits" on the Company's condensed consolidated balance sheets. The deferred compensation liability was $12,806 as of December 31, 2025, of which $12,781 was included in "Other long-term obligations" and $25 was included in "Accrued compensation and other benefits" on the Company’s consolidated balance sheets. The related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $14,262 as of September 30, 2026, of which $13,234 was included in "Other non-current assets" and $1,028 was included in "Other current assets" on the Company's condensed consolidated balance sheet. The rabbi trust funds were $12,798 as of December 31, 2025, of which $12,773 was included in "Other non-current assets" and $25 was included in "Other current assets" on the Company's condensed consolidated balance sheets.

NOTE 15 – COMMITMENTS AND CONTINGENCIES
The Company is obligated to make rental payments under non-cancelable operating and finance leases. Aggregate future minimum rental payments required under these leases at December 31, 2025 are disclosed in Note 18, Leases.
The Company’s Verona, Missouri facility, while held by a prior owner, Syntex Agribusiness, Inc. (“Syntex”), was designated by the U.S. Environmental Protection Agency (the "EPA") as a Superfund site and placed on the National Priorities List in 1983 because of dioxin contamination on portions of the site. Remediation was conducted by Syntex under the oversight of the EPA and the Missouri Department of Natural Resources. The Company is indemnified by the sellers under its May 2001 asset purchase agreement covering its acquisition of the Verona, Missouri facility for potential liabilities associated with the Superfund site. One of the sellers, in turn, has the benefit of certain contractual indemnification by Syntex in relation to the implementation of the above-described Superfund remedy. In June 2023, in response to a Special Notice Letter received from the EPA in 2022, BCP Ingredients, Inc. ("BCP"), the Company's subsidiary that owns and operates the site, Syntex, EPA, and the State of Missouri entered into an Administrative Settlement Agreement and Order on Consent (“ASAOC”) for a focused remedial investigation/feasibility study ("RI/FS") under which (a) BCP will conduct a source investigation of potential source(s) of releases of 1,4-dioxane and chlorobenzene at a portion of the site and (b) BCP and Syntex will complete a RI/FS to determine a potential remedy, if any is required. Activities under the ASAOC are underway and are expected to continue for some period of time.
Separately, in June 2022, the EPA conducted an inspection of BCP’s Verona, Missouri facility (“2022 EPA Inspection”) which was followed by BCP entering into an Administrative Order for Compliance on Consent (“AOC”) with the EPA in relation to its risk management program at the Verona facility. Further, in January 2023, BCP entered into an Amended AOC with the EPA whereby the parties agreed to the extension of certain timelines. BCP timely completed all requirements under the Amended AOC. In November 2023, BCP received a notice from the Environment and Natural Resources Division of the U.S Department of Justice (“DOJ”) primarily related to the 2022 EPA Inspection, which extended the opportunity to discuss alleged violations of Sections 112(r)(7) of the Clean Air Act and regulations in 40 C.F.R. Part 68, commonly known as the Risk Management Plan Rule (“RMP Rule”). BCP participated in such discussions during 2024, and in December 2024, BCP reached a settlement with the EPA and DOJ to resolve these alleged violations. Pursuant to the settlement, which was entered into on January 31, 2025, BCP agreed to: (a) pay a $300 civil penalty; (b) complete a new scrubber system project; and (c) spend $350 to implement projects benefiting the surrounding community, such as emergency equipment for the local fire department and two vehicles to be used as mobile health clinics. The amount associated with this settlement was consistent with the amount previously accrued as a loss contingency. BCP has completed most of its obligations under this settlement and will continue to take steps to timely complete any remaining items.
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In addition to the above, from time to time, the Company is a party to various legal proceedings, litigation, claims and assessments. While it is not possible to predict the ultimate disposition of each of these matters, management believes that the ultimate outcome of such matters will not have a material effect on the Company's consolidated financial position, results of operations, liquidity or cash flows.

NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at September 30, 2026 and December 31, 2025 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
The following fair value hierarchy is used to classify assets and liabilities and the table below presents the carrying amounts and the estimated fair values of the Company's financial assets and liabilities measured on a recurring basis as defined by ASC 820, "Fair Value Measurement."
•Level 1 - Inputs are quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.
•Level 2 - Inputs include observable inputs other than quoted prices in active markets.
•Level 3 - Inputs are unobservable inputs for which there is little or no market data available.
Carrying AmountFair Value Measurements
Level 1Level 2Level 3
September 30, 2026
Assets:
Money market funds (1)
$2,234 $2,234 $— $— 
Certificate of deposit with maturities of three
   months or less (2)
3,403 — 3,403 
Rabbi trust funds - current (3)
1,028 1,028 — — 
Rabbi trust funds - non-current (3)
13,234 13,234 — — 
December 31, 2025
Assets:
Money market funds (1)
$1,464 $1,464 $— $— 
Rabbi trust funds - current (3)
25 25 — — 
Rabbi trust funds - non-current (3)
12,773 12,773 — — 
(1) Money market funds are categorized as cash equivalents.
(2) Certificates of deposit with original maturities of three months or less are categorized as cash equivalents. Due to the short-term nature of the instruments, the Company has determined the cost approximates fair value.
(3) Rabbi trust funds - current and Rabbi trust funds - non-current are included in "Other current assets" and "Other non-current assets" on the consolidated balance sheets, respectively.
The Company’s financial instruments also include accounts receivable, accounts payable, and accrued liabilities, which are carried at cost and approximate fair value due to the short-term maturity of these instruments. The carrying value of debt approximates fair value based upon prices of identical or similar instruments in the marketplace, which are considered Level 2 inputs.
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NOTE 17 – RELATED PARTY TRANSACTIONS
The Company provides services under a contractual agreement to St. Gabriel CC Company, LLC. These services include accounting, information technology, quality control, and purchasing services, as well as operation of the St. Gabriel CC Company, LLC plant. The Company also sells raw materials to St. Gabriel CC Company, LLC. These raw materials are used in the production of finished goods that are, in turn, sold by Saint Gabriel CC Company, LLC to the Company for resale to unrelated parties. As such, the sale of these raw materials to St. Gabriel CC Company, LLC in this scenario lacks economic substance and therefore the Company does not include them in net sales within the condensed consolidated statements of earnings.
Payments for the services the Company provided amounted to $1,196 and $3,485 for the three and nine months ended September 30, 2026, respectively, and $1,108 and $3,447 for the three and nine months ended September 30, 2025, respectively. The raw materials purchased and subsequently sold amounted to $11,999 and $33,451 for the three and nine months ended September 30, 2026, respectively, and $9,399 and $30,145 for the three and nine months ended September 30, 2025, respectively. These services and raw materials are primarily recorded in cost of goods sold, net of the finished goods received from St. Gabriel CC Company, LLC of $9,216 and $26,364 during the three and nine months ended September 30, 2026, respectively, and $7,620 and $24,521 for the three and nine months ended September 30, 2025, respectively. At September 30, 2026 and December 31, 2025, the Company had receivables of $4,545 and $4,225, respectively, recorded in accounts receivable from St. Gabriel CC Company, LLC for services rendered and raw materials sold. At September 30, 2026 and December 31, 2025, the Company had payables of $6,342 and $3,369, respectively, recorded in accounts payable for finished goods received from St. Gabriel CC Company, LLC. The Company had payables in the amount of $296 related to non-contractual monies owed to St. Gabriel CC Company, LLC, recorded in accounts payable as of both September 30, 2026 and December 31, 2025.


NOTE 18 – LEASES
The Company has both real estate leases and equipment leases. The Company developed four tranches of leases based on lease terms and these tranches reflect the composition of the current lease portfolio. The Company's borrowing history shows that interest rates of a term loan or a line of credit depend on the duration of the loan rather than the nature of the assets purchased by those funds. Based on this understanding, the Company elected to use a portfolio approach to discount rates, applying corporate rates to the tranches of leases based on lease terms. Based on the Company's risk rating, the Company applied the following discount rates for new leases entered into during the third quarter of 2026: (1) 1-2 years, 4.93% (2) 3-4 years, 5.52% (3) 5-9 years, 5.86% and (4) 10+ years, 6.58%.
Right of use assets and lease liabilities at September 30, 2026 and December 31, 2025 are summarized as follows:

Right of use assetsSeptember 30, 2026December 31, 2025
Operating leases$16,319 $14,672 
Finance leases1,364 1,520 
Total$17,683 $16,192 

Lease liabilities - currentSeptember 30, 2026December 31, 2025
Operating leases$3,762 $3,614 
Finance leases213 205 
Total$3,975 $3,819 

Lease liabilities - non-currentSeptember 30, 2026December 31, 2025
Operating leases$13,085 $11,324 
Finance leases1,384 1,544 
Total$14,469 $12,868 


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For the three and nine months ended September 30, 2026 and 2025, the Company's total lease costs were as follows, which included amounts recognized in earnings, amounts capitalized on the balance sheets, and the cash flows arising from lease transactions:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Lease Cost
Operating lease cost$1,438 $1,407 $4,000 $4,100 
Finance lease cost
Amortization of ROU asset52 53 157 157 
Interest on lease liabilities20 23 63 71 
Total finance lease72 76 220 228 
Total lease cost$1,510 $1,483 $4,220 $4,328 
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$1,436 $1,400 $4,009 $4,142 
Operating cash flows from finance leases20 23 63 71 
Financing cash flows from finance leases51 48 153 145 
$1,507 $1,471 $4,225 $4,358 
Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed$4,784 $1,397 $5,004 $3,254 
Weighted-average remaining lease term - operating leases5.56 years5.71 years5.56 years5.71 years
Weighted-average remaining lease term - finance leases6.50 years7.61 years6.50 years7.61 years
Weighted-average discount rate - operating leases6.8 %6.6 %6.8 %6.6 %
Weighted-average discount rate - finance leases5.1 %5.1 %5.1 %5.1 %
Rent expense charged to operations under operating lease agreements for the three and nine months ended September 30, 2026 aggregated to $1,438 and $4,000, respectively, and $1,407 and $4,100 for the three and nine months ended September 30, 2025, respectively.
Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at September 30, 2026 are as follows:
Year
October 1, 2026 to December 31, 2026$1,491 
20274,702 
20283,954 
20293,381 
20302,853 
20312,627 
Thereafter3,270 
Total undiscounted lease payments22,278 
Less: Present value adjustment(3,834)
Present value of lease liabilities$18,444 
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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
(All amounts in thousands, except share and per share data)

Forward-Looking Statements
This report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our expectation or belief concerning future events that involve risks and uncertainties. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar expressions generally intended to identify forward-looking statements. Actions and performance could differ materially from what is contemplated by the forward-looking statements contained in this report. Factors that might cause differences from the forward-looking statements include those referred to or identified in Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2025 and other factors that may be identified elsewhere in this report. Reference should be made to such factors and all forward-looking statements are qualified in their entirety by the above cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Factors that may affect our forward-looking statements include, among other things: (1) our ability to manage risks associated with our sales to customers and manufacturing operations outside the United States, including changes in tariffs, sanctions, trade restrictions and trade relations, political and economic instability and geopolitical tensions; (2) supply chain disruptions due to political unrest, terrorist acts, and national and international conflicts; (3) reliability and sufficiency of our manufacturing facilities; (4) our ability to recruit and retain a highly qualified and motivated workforce; (5) our ability to effectively manage labor relations; (6) the effects of global climate change or other unexpected events, including global health crises, that may disrupt our operations; (7) our ability to manage risks related to our information technology and operational technology systems and cybersecurity; (8) our reliance on third-party vendors for many of the critical elements of our global information and operational technology infrastructure and their failure to provide effective support for such infrastructure; (9) disruption and breaches of our information systems; (10) increased competition and our ability to anticipate evolving trends in the market; (11) global economic conditions, including inflation, recession, changes in tariffs and trade relations; (12) raw material shortages or price increases; (13) currency translation and currency transaction risks; (14) interest rate risks; (15) our ability to successfully consummate and manage acquisitions, joint ventures and divestitures; (16) our ability to effectively manage and implement restructuring initiatives or other organizational changes; (17) changes in our relationships with our vendors, changes in tax or trade policy, interruptions in our operations or supply chain, political or financial instability and geopolitical tensions; (18) adverse publicity or consumer concern regarding the safety or quality of food products containing our products; (19) the outcome of any litigation, governmental investigations or proceedings; (20) product liability claims and recalls; (21) our ability to protect our brand reputation and trademarks; (22) claims of infringement of intellectual property rights by third parties; (23) risks related to corporate social responsibility and reputational matters; (24) improper conduct by any of our employees, agents or business partners; (25) changes to, or changes in interpretations of, current laws and regulations, and loss of governmental permits and approvals; and (26) regulatory requirements for ethylene oxide users that have impacted, and may continue to impact, such users’ ability to use the ethylene oxide process to sterilize medical devices, among other things.


Overview
We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, performance gases, plant nutrition and industrial markets. Our three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition & Health, Animal Nutrition & Health, and Specialty Products. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".
Balchem is committed to solving today's challenges to shape a healthier tomorrow by operating responsibly and providing innovative solutions for the health and nutritional needs of the world. Sustainability is at the heart of our company's vision to make the world a healthier place and plays an important role in our strategies and in long-term value creation for our stakeholders. Our framework focuses on the sustainability topics most relevant to our business and stakeholders, and has been fully integrated into our governance structure and everyday operations. We are very proud of our significant progress relating to the Company's corporate social responsibilities and will continue to foster these fundamental principles broadly along our entire value chain, develop new ideas and technologies that help us work smarter, and help build a world that is a better place to live.
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As of September 30, 2026, we employed approximately 1,430 full time employees worldwide. Labor market conditions remained generally stable during the quarter, supporting our ability to attract and retain skilled and experienced employees in a competitive talent market. Additionally, we continued to invest in and leverage technology solutions to enhance productivity, improve performance, and drive operational efficiencies across the organization.
Recent Developments
Geopolitical Conflicts
We continue to monitor the heightened geopolitical tensions in the Middle East, including conflicts involving Iran, which have, or may have, certain effects on our business and broader consequences, including increased energy prices, certain raw material costs, increased freight costs, and volatility in shipping patterns. All above impacts may adversely affect the global economy and may have the effect of heightening the operational risks disclosed in the "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025.
Tariffs
We continue to monitor developments with respect to tariffs and other trade policy matters closely, including impacts from the U.S. Supreme Court decision in February 2026 that invalidated certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the ruling, the U.S. presidential administration imposed additional tariffs under other statutory authorities, resulting in a rapidly evolving tariff environment. The online portal and process to submit IEEPA tariff refund requests became available on April 20, 2026, and since June 2026, we have participated in the process for refunds to the extent we were the importer of record and directly paid tariffs under IEEPA. We do not expect the financial impacts of these developments to have a material effect on our future results of operations or cash flows. We will continue to monitor and evaluate new information as it becomes available.
Segment Results
We sell products for all three segments through our own sales force, independent distributors, and sales agents.

The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three and nine months ended September 30, 2026 and 2025:

Business Segment Net Sales
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2026202520262025
Human Nutrition & Health$188,227 $174,088 $536,749 $493,318 
Animal Nutrition & Health62,990 56,376 189,633 169,681 
Specialty Products37,294 35,683 112,532 106,143 
Other and Unallocated (1)
2,147 1,411 6,450 4,402 
Total$290,658 $267,558 $845,364 $773,544 

Business Segment Earnings From Operations
Three Months Ended
September 30,		Nine Months Ended
September 30,
(in thousands)2026202520262025
Human Nutrition & Health$45,633 $40,831 $128,034 $117,147 
Animal Nutrition & Health6,789 3,713 17,708 12,463 
Specialty Products12,301 11,534 37,129 32,388 
Other and Unallocated (1)
(2,286)(1,499)(5,587)(4,962)
Total$62,437 $54,579 $177,284 $157,036 
(1) Other and Unallocated consists of a few minor businesses which individually do not meet the quantitative thresholds for separate presentation and corporate expenses that have not been allocated to a segment. Unallocated corporate expenses consist of transaction and integration costs of $578 and $1,495 for the three and nine months ended September 30, 2026, respectively, and $333 and $1,227 for the three and nine months ended September 30, 2025, respectively.

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Results of Operations - Three Months Ended September 30, 2026 and 2025

Net Earnings
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Net sales$290,658 $267,558 $23,100 8.6 %
Gross margin105,714 95,453 10,261 10.7 %
Operating expenses43,277 40,874 2,403 5.9 %
Earnings from operations62,437 54,579 7,858 14.4 %
Interest and other expenses2,393 2,535 (142)(5.6)%
Income tax expense13,316 11,755 1,561 13.3 %
Net earnings$46,728 $40,289 $6,439 16.0 %

Net Sales
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Human Nutrition & Health$188,227 $174,088 $14,139 8.1 %
Animal Nutrition & Health62,990 56,376 6,614 11.7 %
Specialty Products37,294 35,683 1,611 4.5 %
Other2,147 1,411 736 52.2 %
Total$290,658 $267,558 $23,100 8.6 %

•The increase in net sales within the Human Nutrition & Health segment for the third quarter of 2026 as compared to the third quarter of 2025 was driven by higher sales within both the nutrients business and the food ingredients and solutions businesses. Total sales for this segment grew 8.1%, with volume and mix contributing 12.7%, the change in foreign currency exchange rates contributing -0.2%, and average selling prices contributing -4.4%.

•The increase in net sales within the Animal Nutrition & Health segment for the third quarter of 2026 compared to the third quarter of 2025 was driven by higher sales in both the monogastric and ruminant species markets. Total sales for this segment increased by 11.7%, with average selling prices contributing 8.5%, volume and mix contributing 3.6%, and the change in foreign currency exchange rates contributing -0.4%.

•The increase in net sales within the Specialty Products segment for the third quarter of 2026 compared to the third quarter of 2025 was due to higher sales in the performance gases business. Total sales for this segment increased by 4.5%, with average selling prices contributing 7.6%, the change in foreign currency exchange rates contributing -0.2%, and volume and mix contributing -2.8%.

•Sales may fluctuate in future periods based on macroeconomic conditions, competitive dynamics, changes in customer preferences, and our ability to successfully introduce new products to the market.

Gross Margin
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Gross margin$105,714 $95,453 $10,261 10.7 %
% of net sales36.4 %35.7 %
Gross margin dollars increased in the third quarter of 2026 compared to the third quarter of 2025 due to sales growth, favorable mix and manufacturing efficiencies, partially offset by certain higher manufacturing input costs.
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Operating Expenses
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Operating expenses$43,277 $40,874 $2,403 5.9 %
% of net sales14.9 %15.3 %
The increase in operating expenses in the third quarter of 2026 compared to the third quarter of 2025 was primarily due to higher compensation-related costs of $3,743 and a non-cash impairment charge of $1,915 on certain manufacturing equipment that will not be placed into service, partially offset by a $4,000 favorable legal settlement.
Earnings from Operations
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Human Nutrition & Health$45,633 $40,831 $4,802 11.8 %
Animal Nutrition & Health6,789 3,713 3,076 82.8 %
Specialty Products12,301 11,534 767 6.6 %
Other and unallocated(2,286)(1,499)(787)(52.5)%
Earnings from operations$62,437 $54,579 $7,858 14.4 %
% of net sales (operating margin)21.5 %20.4 %

•Human Nutrition & Health segment earnings from operations increased $4,802, primarily due to a gross margin contribution of $6,312 driven by higher sales and favorable mix.

•Animal Nutrition & Health segment earnings from operations increased $3,076, primarily due to a gross margin contribution of $3,224, which was driven by higher sales and favorable mix, partially offset by certain higher manufacturing input costs.

•Specialty Products segment earnings from operations increased $767 primarily due to a gross margin contribution of $1,161, driven by higher sales and favorable mix.
Other Expenses
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Interest expense, net$1,934 $2,629 $(695)(26.4)%
Other expense (income), net459 (94)553 588.3 %
$2,393 $2,535 $(142)(5.6)%

Interest expense for the three months ended September 30, 2026 and 2025 was primarily related to outstanding borrowings under the 2022 Credit Agreement and the Credit Agreement Amendment. The decrease in net interest expense is a reflection of lower outstanding borrowings and lower interest rates. The increase in net other expense for the three months ended September 30, 2026 and 2025 was primarily related to unrealized losses on rabbi trust funds.
Income Tax Expense
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Income tax expense$13,316 $11,755 $1,561 13.3 %
Effective tax rate22.2 %22.6 %
The lower effective tax rate was primarily due to higher favorable adjustments related to the filing of the prior year federal tax return and a higher foreign-derived intangible income deduction benefit, partially offset by an increase in certain state taxes.

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Results of Operations - Nine Months Ended September 30, 2026 and 2025

Net Earnings
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Net sales$845,364 $773,544 $71,820 9.3 %
Gross margin310,481 276,734 33,747 12.2 %
Operating expenses133,197 119,698 13,499 11.3 %
Earnings from operations177,284 157,036 20,248 12.9 %
Interest and other expenses6,937 8,041 (1,104)(13.7)%
Income tax expense38,719 33,375 5,344 16.0 %
Net earnings$131,628 $115,620 $16,008 13.8 %

Net Sales
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Human Nutrition & Health$536,749 $493,318 $43,431 8.8 %
Animal Nutrition & Health189,633 169,681 19,952 11.8 %
Specialty Products112,532 106,143 6,389 6.0 %
Other6,450 4,402 2,048 46.5 %
Total$845,364 $773,544 $71,820 9.3 %

•The increase in net sales within the Human Nutrition & Health segment for the nine months ended September 30, 2026 as compared to 2025 was driven by higher sales within both the nutrients business and the food ingredients and solutions businesses. Total sales for this segment grew 8.8%, with volume and mix contributing 9.1%, the change in foreign currency exchange rates contributing 0.6%, and average selling prices contributing -0.8%.

•The increase in net sales within the Animal Nutrition & Health segment for the nine months ended September 30, 2026 as compared to 2025 was driven by higher sales in both the monogastric and ruminant species markets. Total sales for this segment increased by 11.8%, with average selling prices contributing 7.2%, volume and mix contributing 3.8%, and the change in foreign currency exchange rates contributing 0.8%.

•The increase in net sales within the Specialty Products segment for the nine months ended September 30, 2026 as compared to 2025 was due to higher sales in the performance gases business. Total sales for this segment increased by 6.0%, with average selling prices contributing 5.3%, the change in foreign currency exchange rates contributing 1.3%, and volume and mix contributing -0.6%.

•Sales may fluctuate in future periods based on macroeconomic conditions, competitive dynamics, changes in customer preferences, and our ability to successfully introduce new products to the market.

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Gross Margin
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Gross margin$310,481 $276,734 $33,747 12.2 %
% of net sales36.7 %35.8 %

Gross margin dollars increased in the nine months ended September 30, 2026 as compared to 2025 due to the sales growth, favorable mix, and manufacturing efficiencies, partially offset by certain higher manufacturing input costs.

Operating Expenses
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Operating expenses$133,197 $119,698 $13,499 11.3 %
% of net sales15.8 %15.5 %
The increase in operating expenses in the nine months ended September 30, 2026 as compared to 2025 was primarily due to an increase in compensation-related costs of $11,816.

Earnings from Operations
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Human Nutrition & Health$128,034 $117,147 $10,887 9.3 %
Animal Nutrition & Health17,708 12,463 5,245 42.1 %
Specialty Products37,129 32,388 4,741 14.6 %
Other and unallocated(5,587)(4,962)(625)(12.6)%
Earnings from operations$177,284 $157,036 $20,248 12.9 %
% of net sales (operating margin)21.0 %20.3 %

•Human Nutrition & Health segment earnings from operations increased $10,887, primarily due to a gross margin contribution of $18,812 driven by higher sales and favorable mix. This was partially offset by a $7,922 increase in operating expenses, primarily due to higher compensation-related costs of $5,359.

•Animal Nutrition & Health segment earnings from operations increased $5,245, primarily due to a gross margin contribution of $8,674 driven by higher sales partially offset by a $3,429 increase in operating expenses, primarily due to higher compensation-related costs of $3,764.

•Specialty Products segment earnings from operations increased $4,741, primarily due to a gross margin contribution of $6,295 driven by higher sales and favorable mix, partially offset by a $1,553 increase in operating expenses, primarily due to higher compensation-related costs of $2,426.


Other Expenses
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Interest expense, net$6,085 $8,319 $(2,234)(26.9)%
Other expense (income), net852 (278)1,130 406.5 %
$6,937 $8,041 $(1,104)(13.7)%

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Interest expense for the nine months ended September 30, 2026 and 2025 was primarily related to outstanding borrowings under the 2022 Credit Agreement and the Credit Agreement Amendment. The decrease in net interest expense is reflects lower outstanding borrowings and lower interest rates. The increase in net other expense for the nine months ended September 30, 2026 and 2025 was primarily related to foreign currency losses.
Income Tax Expense
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Income tax expense$38,719 $33,375 $5,344 16.0 %
Effective tax rate22.7 %22.4 %
The higher effective tax rate was primarily due to an increase in certain state taxes, partially offset by higher favorable adjustments related to the filing of the prior year federal tax return.


Liquidity and Capital Resources
During the nine months ended September 30, 2026, there were no material changes outside the ordinary course of business in the specified contractual obligations set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. We expect our operations to continue generating sufficient cash flow to fund working capital requirements and necessary capital investments. We are actively pursuing additional acquisition candidates. We could seek additional bank loans or access to financial markets to fund such acquisitions, our operations, working capital, necessary capital investments or other cash requirements should we deem it necessary to do so.
Cash
Cash and cash equivalents decreased to $66,264 at September 30, 2026 from $74,570 at December 31, 2025. At September 30, 2026, the Company had $57,919 of cash and cash equivalents held by foreign subsidiaries. We intend to permanently reinvest a significant portion of these foreign-held funds in foreign operations by continuing to make additional plant related investments, and potentially invest in partnerships or acquisitions; however, we may also repatriate a portion of cash held by certain foreign subsidiaries to support U.S. liquidity needs and capital allocation priorities. To the extent amounts are repatriated, we could be required to pay applicable withholding taxes on such repatriations. During the second quarter of 2026, we repatriated $23,460 from our Belgium subsidiary to pay down U.S. debt. Working capital was $240,762 at September 30, 2026 as compared to $189,230 at December 31, 2025, an increase of $51,532. Significant cash payments during the nine months ended September 30, 2026 included repurchases of common stock of $71,925, net debt payments of $40,000, income taxes paid of $38,586, the payment of dividends declared in 2025 of $30,773, and capital expenditures and intangible assets acquired of $29,605.

Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20262025% Change
Cash flows provided by operating activities$156,544 $149,281 $7,263 4.9 %
Cash flows used in investing activities(29,753)(27,475)(2,278)(8.3)%
Cash flows used in financing activities(133,205)(111,562)(21,643)(19.4)%

Operating Activities
The increase in cash flows from operating activities was primarily driven by higher net earnings and higher non-cash adjustments, partially offset by changes in working capital, primarily an increase in inventories, partially offset by an increase in accounts payable and accrued expenses.
Investing Activities
We continue to invest in corporate projects, improvements across all production facilities, and intangible assets. Total investments in property, plant and equipment and intangible assets were $29,605 and $27,275 for the nine months ended September 30, 2026 and 2025, respectively.

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Financing Activities
During the nine months ended September 30, 2026, we borrowed $88,000 to fund the 2025 dividend, bonus payments, and share repurchases. We made total loan payments of $128,000, resulting in $526,000 available under the revolving credit facility (see Note 7, Revolving Loan) as of September 30, 2026.
On July 24, 2026, the Company entered into the Credit Agreement Amendment, which expands our ability to fund growth, innovation, and acquisitions. The Credit Agreement Amendment increased the aggregate revolving commitment amount from $550,000 to $650,000, extended the maturity date of the credit facility from July 27, 2027 to July 24, 2031, and made certain other amendments to the facility terms. The Company used initial proceeds from the Credit Agreement Amendment to repay the outstanding balance of $152,000 due in July 2027 under the 2022 Credit Agreement.
On December 9, 2025, the Company's Board of Directors approved a stock repurchase program (the "December 2025 program"), which replaced the previously approved June 1999 program. The December 2025 program authorizes the repurchases of up to and including 4,000,000 shares of the Company's ordinary shares. The stock repurchase program has no expiration date, does not oblige the Company to acquire any particular amount of the Company's ordinary shares, and may be terminated at any time. Since the inception of the December 2025 program, a total of 513,406 shares have been repurchased. We intend to acquire shares from time to time at prevailing market prices if and to the extent we deem it is advisable to do so based on our assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to a share repurchase agreement in compliance with Rule 10b-18 or a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. We also repurchase (withhold) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan. Such repurchases of shares from employees are funded with existing cash on hand. Repurchases of common stock were $71,925 and $54,008 for the nine months ended September 30, 2026 and 2025, respectively.
Proceeds from stock options exercised were $11,589 and $6,867 for the nine months ended September 30, 2026 and 2025, respectively. Dividend payments were $30,773 and $28,276 for the nine months ended September 30, 2026 and 2025, respectively.


Other Matters Impacting Liquidity
As of September 30, 2026 and December 31, 2025, we have a liability of $7,052 and $6,731, respectively, for uncertain tax positions, including the related interest and penalties, recorded in accordance with ASC 740-10, for which we are unable to reasonably estimate the timing of settlement, if any.
We currently provide postretirement benefits in the form of two retirement medical plans, as discussed in Note 14, Employee Benefit Plans. The liabilities recorded in "Other long-term obligations" on the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025 were $1,147 and $1,122, respectively, and the plans are not funded. Historical cash payments made under these plans have typically been less than $200 per year. We do not anticipate any changes to the payments made in the current year for the plans.
We provide an unfunded defined benefit pension plan for employees working in Belgium. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amounts recorded for this obligation on our balance sheets as of September 30, 2026 and December 31, 2025 was $938 and $869, respectively, and was included in "Other long-term obligations" on the condensed consolidated balance sheets.
We provide an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust and are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability was $14,273 as of September 30, 2026, of which $13,246 was included in "Other long-term obligations" and $1,027 was included in "Accrued compensation and other benefits" on our consolidated balance sheets. The deferred compensation liability was $12,806 as of December 31, 2025, of which $12,781 was included in "Other long-term obligations" and $25 was included in "Accrued compensation and other benefits" on our consolidated balance sheets. The related rabbi trust assets were $14,262 as of September 30, 2026, of which $13,234 was included in "Other non-current assets" and $1,028 was included in "Other current assets" on the condensed consolidated balance sheets. The rabbi trust assets were $12,798 as of December 31, 2025, of which $12,773 was included in "Other non-current assets" and $25 was included in "Other current assets" on the Company's condensed consolidated balance sheets.

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Significant Accounting Policies

There were no changes to our Significant Accounting Policies, as described in our December 31, 2025 Annual Report on Form 10-K, during the nine months ended September 30, 2026.

Related Party Transactions
We were engaged in related party transactions with St. Gabriel CC Company, LLC during the three and nine months ended September 30, 2026. Refer to Note 17, Related Party Transactions.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk
Our cash and cash equivalents are held primarily in checking accounts and money market investment funds. Additionally, as of September 30, 2026, our borrowings were under a revolving loan bearing interest at a fluctuating rate as defined by the Credit Agreement Amendment plus an applicable rate (See Note 7, Revolving Loan). The applicable rate is based upon our consolidated net leverage ratio, as defined in the Credit Agreement Amendment. A 100 basis point increase or decrease in interest rates, applied to our borrowings at September 30, 2026, would result in an increase or decrease in annual interest expense and a corresponding reduction or increase in cash flow of approximately $1,240. We are exposed to commodity price risks, including prices of our primary raw materials. Our objective is to seek a reduction in the potential negative earnings impact of raw material pricing arising in our business activities. We manage these financial exposures, where possible, through pricing and operational means. Our practices may change as economic conditions change.

Interest Rate Risk

We have exposure to market risk for changes in interest rates, including the interest rate relating to the Credit Agreement Amendment.
Foreign Currency Exchange Risk

The financial condition and results of operations of our foreign subsidiaries are reported in local currencies and then translated into U.S. dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Therefore, we are exposed to foreign currency exchange risk related to these currencies.


Item 4.    Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Prior to filing this report, we completed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act as of September 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2026.
(b) Changes in Internal Controls
There have been no changes in the internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.


Part II.    Other Information
Item 1.    Legal Proceedings
In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, from time to time, including commercial and contract disputes, labor and employment matters, product liability claims, environmental liabilities, trade regulation matters, intellectual property disputes and tax-related matters. Further, in connection with normal operations at our plant facilities, our manufacturing sites may, from time to time, be subject to inspections or inquiries by the EPA and other agencies. To the extent any consent orders or other agreements are entered into as a result of findings from such inspections or inquiries, the Company is committed to ensuring compliance with such orders or agreements.
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Information with respect to certain legal proceedings is included in Note 15, Commitments and Contingencies, to our consolidated financial statements for the quarter ended September 30, 2026 contained in this Quarterly Report on Form 10-Q, and is incorporated herein by reference.
In our opinion, we do not expect pending legal matters to have a material adverse effect on our consolidated financial position, results of operations, liquidity or cash flows.

Item 1A.    Risk Factors
There have been no material changes in the Risk Factors identified in the Company's Annual report on Form 10-K for the year ended December 31, 2025. For a further discussion of our Risk Factors, refer to the "Risk Factors" discussion contained in our Annual Report on Form 10-K for the year ended December 31, 2025.


Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes the share repurchases activity for the nine months ended September 30, 2026:
Total Number of Shares
Purchased (1)
Average Price Paid Per Share
Total Number of Shares
Purchased as
Part of Publicly Announced Plans or
Programs (2)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be
Purchased Under the
Plans or Programs (2)(3)
January 1-31, 202653,543 $158.94 53,543 $616,178,274 
February 1-28, 202636,337 $176.46 36,337 $677,687,748 
March 1-31, 2026— $— — $677,687,748 
First Quarter89,880 89,880 
April 1-30, 2026290 $170.42 290 $654,441,942 
May 1-31, 202649,991 $160.06 49,991 $606,640,523 
June 1-30, 2026132,968 $162.36 132,968 $593,781,228 
Second Quarter183,249 183,249 
July 1-31, 2026112,138 $164.23 112,138 $582,208,785 
August 1-31, 202653 $175.89 53 $623,533,744 
September 1-30, 202658,427 $167.25 58,427 $583,122,624 
Third Quarter170,618 170,618 
Total443,747 443,747 
(1) The Company repurchased shares from open market purchases and/or withheld shares from employees in connection with the tax settlement of vested shares under the Company's omnibus incentive plan.
(2) On December 9, 2025, the Board of Directors of the Company approved a stock repurchase program which replaced the previously approved June 1999 program. The December 2025 program authorizes the repurchases of up to and including 4,000,000 shares of the Company's ordinary shares. The stock repurchase program has no expiration date, does not oblige the Company to acquire any particular amount of the Company's ordinary shares, and may be terminated at any time. Since the inception of the new program on December 9, 2025, a total of 513,406 shares have been repurchased under the December 2025 program.
(3) Dollar amounts in this column equal the number of shares remaining available for repurchases under the stock repurchase program as of the last date of the applicable month multiplied by the monthly average price paid per share.

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Item 5.     Other Information

No directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement during the fiscal quarter ended September 30, 2026.
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Item 6.    Exhibits

Exhibit NumberDescription
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Compensatory plan or arrangement.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BALCHEM CORPORATION
By: /s/ Theodore L. Harris
Theodore L. Harris, Chairman, President, and
Chief Executive Officer
By: /s/ Martin Bengtsson
Martin Bengtsson, Executive Vice President and
Chief Financial Officer
Date: October 23, 2026

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ATTACHMENTS / EXHIBITS

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