Harris Theodore L 4

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.