BALCHEM CORP|4Feb 13, 6:36 PM ET

Backus William A. 4

4 · BALCHEM CORP · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

BALCHEM (BCPC) Chief Accounting Officer Backus Receives Awards, Withholds Shares

What Happened

William A. Backus, Vice President and Chief Accounting Officer of Balchem Corporation (BCPC), received multiple equity awards on Feb 11–12, 2026 and had 935 shares withheld to satisfy tax obligations. The filing shows awards/acquisitions of 490 shares, 1,664 performance stock units (PSUs) that vested (including 29 dividend equivalents), and a reported derivative award of 1,800 shares. To cover taxes due on vested awards, 865 of the 1,664 PSUs were withheld (disposed) at $178.68 per share for $154,558, and an additional 70 restricted shares were withheld at $177.49 per share for $12,424 — total tax-withheld value ≈ $166,982.

Key Details

Transaction dates: Awards/vesting reported Feb 11, 2026 (PSUs and other awards); restricted-share withholding reported Feb 12, 2026. Form filed Feb 13, 2026 (timely).
Specifics: Acquired 490 shares (award), 1,664 PSUs vested (includes 29 dividend equivalents), and 1,800 derivative shares reported as an award; 865 PSUs and 70 restricted shares withheld to cover taxes.
Prices/values: Withheld 865 shares at $178.68 ($154,558) and 70 shares at $177.49 ($12,424); combined proceeds/value of withheld shares ≈ $166,982. Awarded shares reported at $0.00 acquisition price (typical for RSUs/PSUs).
Shares owned after transaction: Not specified in the provided excerpt of the filing.
Footnotes of note: F1 (restricted stock vests over 3 years: 25%/25%/50%), F2 (PSUs vested for 2023–2025 performance period), F3–F4 (865 and 70 shares withheld for tax withholding), F5 (options vest 20%/40%/40% — referenced for derivative awards).
Filing timeliness: Filed within the normal Form 4 window (not indicated as late).

Context

The disposals here are tax-withholdings (transaction code F), not open-market sales by the insider. That means shares were retained by the company to satisfy tax liabilities on vesting rather than sold on the open market — a routine administrative step following vesting.
The report includes both performance-based and restricted/derivative awards; awards and withholding are common after vesting periods and do not, by themselves, indicate a buy/sell signal from the insider.

Form 4

Period: 2026-02-11

VP & Chief Accounting Officer

Transactions

Award
Common Stock
[F1]
2026-02-11+490→ 6,007 total
Award
Common Stock
[F2]
2026-02-11+1,664→ 7,671 total
Tax Payment
Common Stock
[F3]
2026-02-11$178.68/sh−865$154,558→ 6,806 total
Tax Payment
Common Stock
[F4]
2026-02-12$177.49/sh−70$12,424→ 6,736 total
Award
Stock Option
[F5]
2026-02-11+1,800→ 1,800 total
Exercise: $178.68Exp: 2036-02-11→ Common Stock (1,800 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 29 dividend equivalent shares) for the 2023-2025 performance period.
[F3]865 of the 1,664 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 William A Backus|2026-02-13

1 file