BALCHEM CORP

Previous wording

As of June 30, 2026, we employed approximately 1,379 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.

Current wording

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.

Previous wording

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 as of 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. At this time, we cannot reasonably estimate the total financial impact of these developments; however, we do not expect them 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.

Current wording

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.

Previous wording

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

Current wording

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:

Previous wording

(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 $22 and $917 for the three and six months ended June 30, 2026, respectively, and $405 and $894 for the three and six months ended June 30, 2025, respectively.

Current wording

(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.

Previous wording

•The increase in net sales within the Human Nutrition & Health segment for the second quarter of 2026 as compared to the second 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 10.0%, with volume and mix contributing 7.0%, average selling prices contributing 2.7%, and the change in foreign currency exchange rates contributing 0.4%.

Current wording

•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%.

Previous wording

•The increase in net sales within the Animal Nutrition & Health segment for the second quarter of 2026 compared to the second quarter of 2025 was driven by higher sales in both the monogastric and ruminant species markets. Total sales for this segment increased by 15.0%, with volume and mix contributing 7.9%, average selling prices contributing 6.6%, and the change in foreign currency exchange rates contributing 0.5%.

Current wording

•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%.

Previous wording

•The increase in net sales within the Specialty Products segment for the second quarter of 2026 compared to the second quarter of 2025 was due to higher sales in both the performance gases and plant nutrition businesses. Total sales for this segment increased by 8.9%, with average selling prices contributing 4.3%, volume and mix contributing 3.7%, and the change in foreign currency exchange rates contributing 1.0%.

Current wording

•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%.

Previous wording

Gross margin dollars increased in the second quarter of 2026 compared to the second quarter of 2025 due to sales growth and manufacturing efficiencies, partially offset by certain higher manufacturing input costs.

Current wording

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.

Previous wording

The increase in operating expenses in the second quarter of 2026 compared to the second quarter of 2025 was primarily due to higher compensation-related costs of $2,942.

Current wording

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.

Previous wording

Interest expense for the three months ended June 30, 2026 and 2025 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The decrease in net interest expense is primarily due to lower outstanding borrowings and lower interest rates.

Current wording

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.

Previous wording

•The increase in net sales within the Human Nutrition & Health segment for the six months ended June 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 9.2%, with volume and mix contributing 7.1%, average selling prices contributing 1.1%, and the change in foreign currency exchange rates contributing 1.0%.

Current wording

•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%.

Previous wording

•The increase in net sales within the Animal Nutrition & Health segment for the six months ended June 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 6.6%, volume and mix contributing 3.8%, and the change in foreign currency exchange rates contributing 1.4%.

Current wording

•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%.

Previous wording

•The increase in net sales within the Specialty Products segment for the six months ended June 30, 2026 as compared to 2025 was due to higher sales in the performance gases business. Total sales for this segment increased by 6.8%, with average selling prices contributing 4.1%, the change in foreign currency exchange rates contributing 2.1%, and volume and mix contributing 0.6%.

Current wording

•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%.

Previous wording

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

Current wording

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.

Previous wording

The increase in operating expenses in the six months ended June 30, 2026 as compared to 2025 was primarily due to an increase in compensation-related costs of $8,069.

Current wording

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.

Previous wording

•Animal Nutrition & Health segment earnings from operations increased $2,169 primarily due to a gross margin contribution of $5,452, which was driven by the aforementioned higher sales, partially offset by certain higher manufacturing input costs. The increase in gross margin was partially offset by an increase in operating expenses of $3,284, primarily due to higher compensation-related costs of $2,717.

Current wording

•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.

Previous wording

Interest expense for the six months ended June 30, 2026 and 2025 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The decrease in net interest expense is primarily due to lower outstanding borrowings and lower interest rates. The increase in net other expense for the six months ended June 30, 2026 and 2025 was primarily related to foreign currency losses.

Current wording

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.

Previous wording

The higher effective tax rate was primarily due tolower tax benefits from stock-based compensation.

Current wording

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.

Previous wording

During the six months ended June 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.

Current wording

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.

Previous wording

Cash and cash equivalents decreased to $63,174 at June 30, 2026 from $74,570 at December 31, 2025. At June 30, 2026, the Company had $53,925 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 $242,669 at June 30, 2026 as compared to $189,230 at December 31, 2025, an increase of $53,439. Significant cash payments during the six months ended June 30, 2026 included repurchases of common stock of $44,484, the payment of dividends declared in 2025 of $30,772, income taxes paid of $29,184, capital expenditures and intangible assets acquired of $17,138, and net debt payments of $12,000.

Current wording

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.

Previous wording

The increase in cash flows from operating activities was primarily driven by the increases in net earnings, partially offset by the impact from the changes in working capital.

Current wording

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.

Previous wording

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 $17,138 and $12,372 for the six months ended June 30, 2026 and 2025, respectively.

Current wording

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.

Previous wording

During the six months ended June 30, 2026, we borrowed $80,000 to fund the 2025 dividend, bonus payments, and share repurchases. We made total loan payments of $92,000, resulting in $398,000 available under the 2022 Credit Agreement (see Note 7, Revolving Loan) as of June 30, 2026.

Current wording

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.

Previous wording

On July 24, 2026, the Company entered into Amendment No. 1 to the 2022 Credit Agreement (the "Credit Agreement Amendment"). 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. The Credit Agreement Amendment expands our ability to fund growth, innovation, and acquisitions.

Current wording

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.

Previous wording

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 342,788 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 $44,484 and $38,589 for the three months ended June 30, 2026 and 2025, respectively.

Current wording

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.

Previous wording

Proceeds from stock options exercised were $7,742 and $6,222 for the six months ended June 30, 2026 and 2025, respectively. Dividend payments were $30,772 and $28,265 for the six months ended June 30, 2026 and 2025, respectively.

Current wording

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.

Previous wording

As of June 30, 2026 and December 31, 2025, we have a liability of $6,945 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.

Current wording

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.

Previous wording

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 June 30, 2026 and December 31, 2025 were $1,128 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.

Current wording

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.

Previous wording

Chemogas has an unfunded defined benefit plan. 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 June 30, 2026 and December 31, 2025 was $911 and $869, respectively, and was included in "Other long-term obligations" on the condensed consolidated balance sheets.

Current wording

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.

Previous wording

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 $14,095 as of June 30, 2026, of which $14,070 was included in "Other long-term obligations" and $25 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 $14,084 as of June 30, 2026, of which $14,059 was included in "Other non-current assets" and $25 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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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

Current wording

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.