Backus William A. 4

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.