Harris Theodore L 4

4 · BALCHEM CORP · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Balchem (BCPC) CEO Theodore L. Harris Receives Awards, Sells Shares to Cover Taxes

What Happened

Theodore L. Harris, Chairman, President & CEO of Balchem Corp (BCPC), had performance stock units and restricted/derivative awards vest on Feb 11–12, 2026. He was credited with awards totaling 52,541 shares (7,350 + 18,291 + 26,900).
To cover tax liabilities on the vesting, 9,358 of the vested performance stock units and 844 restricted shares were withheld (disposed) on Feb 11 and Feb 12, 2026, producing cash proceeds of $1,672,087 and $149,802 respectively (total ≈ $1,821,889).
These transactions represent awards vesting and routine tax-withholding (not open-market selling for investment purposes).

Key Details

Transaction dates/prices:
- Feb 11, 2026: 18,291 PSUs vested (includes 306 dividend equivalents); 9,358 PSUs withheld at $178.68/share → $1,672,087.
- Feb 11, 2026: 7,350 shares awarded @ $0.00 (restricted/awarded).
- Feb 11, 2026: 26,900 shares awarded (derivative) @ $0.00.
- Feb 12, 2026: 844 restricted shares withheld at $177.49/share → $149,802.
Shares withheld for taxes: 10,202 total (9,358 + 844).
Shares owned after the transactions: not specified in the provided filing.
Relevant footnotes:
- F2: 18,291 = performance stock units vesting for the 2023–2025 period (includes 306 dividend equivalents).
- F3/F4: 9,358 and 844 shares were withheld specifically to satisfy tax withholding on vested PSUs and restricted shares.
- F1/F6: Restricted stock and option vesting schedules described (standard multi-year vesting).
- F5: Some securities are held in a trust for the reporting person’s mother; he disclaims beneficial ownership except to the extent of any pecuniary interest.
Filing: Form 4 filed Feb 13, 2026 — appears timely (within the standard 2-business-day window for insiders).

Context

This was not an open-market sale: shares were withheld to cover tax liabilities upon vesting (routine payroll/tax withholding), which is common after PSU/restricted-stock vesting.
The primary signal here is awarding/vesting of equity compensation to the CEO, with standard withholding to satisfy taxes; such transactions are administrative and don’t necessarily indicate a bullish or bearish opinion by the insider.

Form 4

Period: 2026-02-11

DirectorChairman, President & CEO

Transactions

Award
Common Stock
[F1]
2026-02-11+7,350→ 83,284 total
Award
Common Stock
[F2]
2026-02-11+18,291→ 101,575 total
Tax Payment
Common Stock
[F3]
2026-02-11$178.68/sh−9,358$1,672,087→ 92,217 total
Tax Payment
Common Stock
[F4]
2026-02-12$177.49/sh−844$149,802→ 91,373 total
Award
Stock Option
[F6]
2026-02-11+26,900→ 26,900 total
Exercise: $178.68Exp: 2036-02-11→ Common Stock (26,900 underlying)

Holdings

Footnotes (6)

[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 306 dividend equivalent shares) for the 2023-2025 performance period.
[F3]9,358 of the 18,291 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]Reflects securities held in a trust for the benefit of the Reporting Person's mother and for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership over the securities held by the trust, except to the extent of his pecuniary interest therein, if any.
[F6]Options vest 20% Year 1, 40% Year 2, and 40% Year 3.

Signature

/s/ Travis Larsen, Attorney in Fact for Theodore L Harris|2026-02-13

1 file