Tignor Michael Brent 4

4 · BALCHEM CORP · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Balchem (BCPC) SVP Michael Tignor Receives Awards; Shares Withheld

What Happened

Michael Brent Tignor, SVP & Chief HR Officer of Balchem Corp (BCPC), received equity awards/vested shares and had shares withheld to cover tax withholding. On Feb 11, 2026 he was credited with 1,200 restricted shares (recorded at $0), 1,929 performance stock units (PSUs) that vested (recorded at $0), and a derivative award of 4,400 shares (recorded at $0). To satisfy tax withholding obligations, 991 of the vested PSUs were withheld on Feb 11 (priced at $178.68, proceeds $177,072) and 165 restricted shares were withheld on Feb 12 (priced at $177.49, proceeds $29,286). Total shares withheld: 1,156; total withholding value: $206,358.
These were awards/vesting events (A) with withholding disposed shares (F) — not open‑market sales by the insider.

Key Details

Transaction dates and amounts:
- Feb 11, 2026: +1,200 restricted shares (A) at $0; +1,929 PSUs vesting (A) at $0; 991 shares withheld (F) at $178.68 → $177,072.
- Feb 12, 2026: 165 shares withheld (F) at $177.49 → $29,286.
- Feb 11, 2026: +4,400 derivative award (A) at $0 (likely options/other derivative).
Shares withheld for taxes: 1,156 shares; total withholding value: $206,358.
Vesting and award notes from filing:
- Restricted stock vests 25%/25%/50% over 3 years (F1).
- PSUs represent the 2023–2025 performance period and include 31 dividend-equivalent shares (F2); 991 of 1,929 PSUs were withheld for taxes (F3).
- The 165-share withholding relates to restricted shares granted 2/12/2025 (F4).
- The derivative award follows a 20%/40%/40% vesting schedule (F5).
Filing date: Form 4 filed Feb 13, 2026 (two business days after Feb 11), which appears to be timely.

Context

These transactions are award/vesting events and mandatory tax withholdings — routine compensation-related activity rather than voluntary market sales or purchases. The withheld shares were surrendered to cover taxes, not sold on the open market by the insider.
The derivative award (4,400) is subject to multi-year vesting per the schedule provided; no option exercise or open-market trades were reported here.

Form 4

Period: 2026-02-11

SVP & Chief HR Officer

Transactions

Award
Common Stock
[F1]
2026-02-11+1,200→ 9,950 total
Award
Common Stock
[F2]
2026-02-11+1,929→ 11,879 total
Tax Payment
Common Stock
[F3]
2026-02-11$178.68/sh−991$177,072→ 10,888 total
Tax Payment
Common Stock
[F4]
2026-02-12$177.49/sh−165$29,286→ 10,723 total
Award
Stock Option
[F5]
2026-02-11+4,400→ 4,400 total
Exercise: $178.68Exp: 2036-02-11→ Common Stock (4,400 underlying)

Holdings

Footnotes (5)

[F1]Ownership of restricted stock vests in Reporting Person over a 3-year period (25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date), subject to restrictions on transfer in accordance with the provisions of a Restricted Stock Grant Agreement between the Issuer and the Reporting Person.
[F2]Represents the vesting of performance stock units (includes 31 dividend equivalent shares) for the 2023-2025 performance period.
[F3]991 of the 1,929 performance stock units that vested on February 11, 2026 were withheld to cover tax requirement due upon vesting.
[F4]Reflects shares that were withheld to cover withholding taxes due upon vesting of restricted shares (granted on 2/12/2025).
[F5]Options vest 20% Year 1, 40% Year 2, and 40% Year 3.

Signature

/s/ Travis Larsen, Attorney in Fact for Michael Brent Tignor|2026-02-13

1 file