UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number: 1-13648

_______________________________________________________________________________________________________________

Balchem Corporation

(Exact name of Registrant as specified in its charter)


Maryland						13-2578432
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

5 Paragon Drive, Montvale, NJ 07645

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (845) 326-5600

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $.06-2/3 per share	BCPC	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~October~~April 17, ~~2024~~2025, the registrant had 32,~~507~~617,~~716~~301 shares of its Common Stock, $.06 2/3 par value, outstanding.

Table of Contents

BALCHEM CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

Page No.

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023

Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024

Condensed Consolidated Statements of Earnings for the Three and Nine Months Ended September 30, 2024 and 2023

Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 2025 and 2024

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2025 and 2024

Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Nine Months Ended September 30, 2024 and 2023

Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, 2025 and 2024

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024

Notes to Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

2423

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

3328

Item 4.

Controls and Procedures

3429

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

3429

Item 1A.

Risk Factors

3429

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

3530

Item 5.

Other Information

3631

Item 6.

Exhibits

3732

SIGNATURE PAGE

3833

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

BALCHEM CORPORATION

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share data)

Assets

~~September~~March 3031, ~~2024~~2025 (unaudited)

December 31, ~~2023~~2024

Current assets:

~~(unaudited)~~

Cash and cash equivalents

7349,~~694~~901

6449,~~447~~515

Accounts receivable, net of allowances of $1,014 and $908 at September 30, 2024 and December 31, 2023 respectively

120,537

125,284

Accounts receivable, net of allowances of $838 and $909 at March 31, 2025 and December 31, 2024, respectively

130,447

119,662

Inventories, net

~~118~~144,~~510~~926

~~109~~130,~~521~~802

Prepaid expenses

78,~~828~~132

78,~~798~~054

Other current assets

56,~~419~~833

75,~~192~~737

Total current assets

~~325~~340,~~988~~239

~~314~~313,~~242~~770

Property, plant and equipment, net

~~277~~283,~~429~~753

~~276~~282,~~039~~154

Goodwill

~~781~~793,~~109~~087

~~778~~780,~~907~~030

Intangible assets with finite lives, net

~~177~~165,~~525~~965

~~191~~165,~~212~~050

Right of use assets - operating leases

15,~~547~~598

1715,~~763~~320

Right of use assets - finance lease

1,~~783~~678

21,~~101~~730

Other non-current assets

17,~~563~~235

1617,~~947~~317

Total assets

1,~~596~~617,~~944~~555

1,~~597~~575,~~211~~371

Liabilities and Stockholders' Equity

Current liabilities:

Trade accounts payable

4665,~~461~~975

5554,~~503~~745

Accrued expenses

4044,~~019~~172

4043,~~855~~750

Accrued compensation and other benefits

1711,~~551~~631

1722,~~228~~886

Dividends payable

50126

2528,~~717~~510

Income taxes payable

113,~~955~~728

4,~~967~~466

Operating lease liabilities - current

3,~~211~~726

3,~~949~~134

Finance lease liabilities - current

~~192~~197

~~272~~194

Total current liabilities

~~109~~139,~~439~~555

~~148~~157,~~491~~685

Revolving loan

~~227~~190,000

~~309~~190,~~569~~000

Deferred income taxes

5045,~~460~~217

5243,~~046~~722

Operating lease liabilities - non-current

1312,~~089~~445

1412,~~601~~967

Finance lease liabilities - non-current

1,~~798~~698

1,~~943~~749

Other long-term obligations

1719,~~932~~939

1619,~~577~~335

Total liabilities

~~419~~408,~~718~~854

~~543~~425,~~227~~458

Commitments and contingencies (Note 15)

Stockholders' equity:

Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding

—

Common stock, $0.0667 par value. Authorized 120,000,000 shares; 32,507,716 and 32,254,728 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

2,169

2,152

Common stock, $0.0667 par value. Authorized 120,000,000 shares; 32,611,544 and 32,527,244 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

2,175

2,170

Additional paid-in capital

~~168,~~174,243

~~145~~173,~~653~~997

Retained earnings

~~992~~1,~~380~~034,546

~~897~~997,~~488~~493

Accumulated other comprehensive income

14(2,~~503~~263)

8(23,~~691~~747)

Total stockholders' equity

1,~~177~~208,~~226~~701

1,~~053~~149,~~984~~913

Total liabilities and stockholders' equity

1,~~596~~617,~~944~~555

1,~~597~~575,~~211~~371

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BALCHEM CORPORATION

Condensed Consolidated Statements of Earnings

(Dollars in thousands, except per share data)

(unaudited)

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

Three Months EndedMarch 31,

2024

2023

2024

2023

2025

2024

Net sales

~~239~~250,~~940~~519

~~229~~239,~~948~~659

~~713,680~~

~~693,740~~

Cost of sales

~~154~~162,~~579~~351

~~153~~158,~~404~~145

~~463,811~~

~~466,677~~

Gross margin

8588,~~361~~168

7681,~~544~~514

~~249,869~~

~~227,063~~

Operating expenses:

Selling expenses

1516,~~557~~926

18,~~258~~227

~~51,798~~

~~55,125~~

Research and development expenses

4,~~329~~662

34,~~868~~100

~~12,283~~

~~11,113~~

General and administrative expenses

1715,~~483~~565

1017,~~804~~511

~~50,323~~

~~39,967~~

37,369

32,930

114,404

106,205

37,153

39,838

Earnings from operations

4751,~~992~~015

4341,~~614~~676

~~135,465~~

~~120,858~~

Other expenses, net:

Interest expense, net

42,~~071~~924

65,~~594~~398

~~13,709~~

~~17,322~~

Other expense (income), net

28151

~~545~~(572)

~~(213)~~

~~(458)~~

4,099

7,139

13,496

16,864

3,075

4,826

Earnings before income tax expense

4347,~~893~~940

36,~~475~~850

~~121,969~~

~~103,994~~

Income tax expense

10,~~056~~887

7,~~400~~864

~~27,077~~

~~22,099~~

Net earnings

3337,~~837~~053

2928,~~075~~986

~~94,892~~

~~81,895~~

Net earnings per common share - basic

1.0514

0.9190

~~2.94~~

~~2.55~~

Net earnings per common share - diluted

1.0313

0.9089

~~2.90~~

~~2.52~~

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BALCHEM CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(Dollars in thousands)

(unaudited)

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2024		2023		2024		2023
	2025		2024
Net earnings	$	3337,~~837~~053	$	2928,~~075~~986	$	~~94,892~~	$	~~81,895~~
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	21,~~638~~722		(1412,~~425~~717)		~~5,661~~		~~(6,117)~~
Unrealized loss on cash flow hedge	—		—		—		(1,065)
Change in postretirement benefit plans	(238)		154
Change in postretirement benefit plans	(1)		2		151		104
Other comprehensive income (loss)	21,484		(12,563)
Other comprehensive income (loss)	21,637		(14,423)		5,812		(7,078)
Comprehensive income	$	58,537	$	16,423
Comprehensive income	$	55,474	$	14,652	$	100,704	$	74,817

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BALCHEM CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

(Dollars in thousands, except share and per share data)

	TotalStockholders'Equity		RetainedEarnings		AccumulatedOtherComprehensiveIncome (Loss)		Common Stock				AdditionalPaid-inCapital
							Shares		Amount
Balance - December 31, 2024	$	1,149,913	$	997,493	$	(23,747)	32,527,244		$	2,170	$	173,997
Net earnings	37,053		37,053		—		—		—		—
Other comprehensive gain	21,484		—		21,484		—		—		—
Repurchases of common stock	(5,325)		—		—		(32,869)		(2)		(5,323)
Shares and options issued under stock plans	5,576		—		—		117,169		7		5,569
Balance - March 31, 2025	1,208,701		1,034,546		(2,263)		32,611,544		2,175		174,243
Balance - December 31, 2023	$	1,053,984	$	897,488	$	8,691	32,254,728		$	2,152	$	145,653
Net earnings	28,986		28,986		—		—		—		—
Other comprehensive loss	(12,563)		—		(12,563)		—		—		—
Repurchases of common stock, including excise tax	(5,254)		—		—		(36,122)		(2)		(5,252)
Shares and options issued under stock plans	13,638		—		—		204,794		13		13,625
Balance - March 31, 2024	1,078,791		926,474		(3,872)		32,423,400		2,163		154,026
Net earnings	32,069		32,069		—		—		—		—
Other comprehensive loss	(3,262)		—		(3,262)		—		—		—
Repurchases of common stock, including excise tax	(11)		—		—		(72)		—		(11)
Shares and options issued under stock plans	4,777		—		—		11,530		1		4,776
Balance - June 30, 2024	1,112,364		958,543		(7,134)		32,434,858		2,164		158,791
Net earnings	33,837		33,837		—		—		—		—
Other comprehensive income	21,637		—		21,637		—		—		—
Repurchases of common stock, including excise tax	(165)		—		—		(915)		—		(165)
Shares and options issued under stock plans	9,553		—		—		73,773		5		9,548
Balance - September 30, 2024	$	1,177,226	$	992,380	$	14,503	$	32,507,716	$	2,169	$	168,174

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BALCHEM CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity (continued)

For the Three and Nine Months Ended September 30, 2024 and 2023

(Dollars in thousands, except share and per share data)

	TotalStockholders'Equity		RetainedEarnings		AccumulatedOtherComprehensive(Loss) Income		Common Stock			AdditionalPaid-inCapital
							Shares	Amount
Balance - December 31, 2022	$	938,284	$	814,487	$	(7,154)	32,152,787	$	2,145	$	128,806
Net earnings	22,710		22,710		—		—	—		—
Other comprehensive income	9,013		—		9,013		—	—		—
Repurchases of common stock, including excise tax	(3,887)		—		—		(28,109)	(2)		(3,885)
Shares and options issued under stock plans	7,296		—		—		100,949	7		7,289
Balance - March 31, 2023	973,416		837,197		1,859		32,225,627	2,150		132,210
Net earnings	30,110		30,110		—		—	—		—
Other comprehensive loss	(1,668)		—		(1,668)		—	—		—
Repurchases of common stock, including excise tax	(76)		—		—		(567)	—		(76)
Shares and options issued under stock plans	5,121		—		—		14,142	1		5,120
Balance - June 30, 2023	1,006,903		867,307		191		32,239,202	2,151		137,254
Net earnings	29,075		29,075		—		—	—		—
Other comprehensive loss	(14,423)		—		(14,423)		—	—		—
Repurchases of common stock, including excise tax	(102)		—		—		(775)	—		(102)
Shares and options issued under stock plans	3,814		—		—		1,717	—		3,814
Balance - September 30, 2023	$	1,025,267	$	896,382	$	(14,232)	32,240,144	$	2,151	$	140,966

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BALCHEM CORPORATION

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(unaudited)

Nine Months EndedSeptember 30,

Three Months EndedMarch 31,

2024

2023

2025

2024

Cash flows from operating activities:

Net earnings

9437,~~892~~053

8128,~~895~~986

Adjustments to reconcile net earnings to net cash provided by operating activities:

Depreciation and amortization

3711,~~077~~014

4013,~~878~~668

Stock compensation expense

123,~~787~~810

124,~~267~~750

Deferred income taxes

(~~1,918~~115)

(~~2,422~~302)

Provision for doubtful accounts

~~238~~(79)

1223

Unrealized gain on foreign currency transactions and deferred compensation

(730)

(778)

Unrealized loss (gain) on foreign currency transactions and deferred compensation

(726)

Asset impairment and loss on disposal of assets

1,479

6,858

Loss (gain) on disposal of assets

(144)

Change in fair value of contingent consideration liability

(91)

(9,900)

Changes in assets and liabilities

Accounts receivable

5(10,~~220~~069)

2(15,~~606~~010)

Inventories

(812,~~738~~897)

2(1,~~545~~458)

Prepaid expenses and other current assets

~~1,199~~(859)

~~(2,703)~~564

Accounts payable and accrued expenses

(~~9,734~~737)

(64,~~429~~584)

Income taxes

(39,~~110)~~123

(76,~~742)~~929

Other

~~1,111~~124

~~(721)~~492

Net cash provided by operating activities

~~129~~36,~~682~~457

~~116~~33,~~355~~388

Cash flows from investing activities:

Capital expenditures and intangible assets acquired

(225,~~936~~559)

(266,~~177~~910)

Cash paid for acquisitions, net of cash acquired

—(323)

~~(1,252)~~—

Proceeds from sale of assets

~~272~~—

~~1,881~~213

Proceeds from settlement of net investment hedge

—

2,740

Investment in affiliates

(30)

(42)

Investment in affiliates

(113)

(140)

Net cash used in investing activities

(5,912)

(6,739)

Net cash used in investing activities

(22,777)

(22,948)

Cash flows from financing activities:

Proceeds from revolving loan

2629,000

1826,000

Principal payments on revolving loan

(~~108~~29,~~569~~000)

(7834,000)

Principal payments on finance lease

(169)

(166)

Principal payments on finance leases

(49)

(57)

Proceeds from stock options exercised

151,~~084~~668

38,~~888~~791

Dividends paid

(2528,~~572~~263)

(2225,~~872~~555)

Repurchases of common stock

(5,~~376~~325)

(45,~~025~~202)

Net cash used in financing activities

(9831,~~602~~969)

(8330,~~175~~023)

Effect of exchange rate changes on cash

~~944~~1,810

~~160~~(724)

Increase in cash and cash equivalents

9,247

10,392

Increase (decrease) in cash and cash equivalents

386

(4,098)

Cash and cash equivalents beginning of period

6449,~~447~~515

6664,~~560~~447

Cash and cash equivalents end of period

7349,~~694~~901

7660,~~952~~349

See accompanying notes to condensed consolidated financial statements.

Table of Contents

BALCHEM CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

(All dollar amounts in thousands, except share and per share data)

NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated financial statements presented herein have been prepared in accordance with the accounting policies described in the December 31, ~~2023~~2024 consolidated financial statements, and should be read in conjunction with the consolidated financial statements and notes, which appear in the Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. The condensed consolidated financial statements reflect the operations of Balchem Corporation and its subsidiaries (the "Company" or "Balchem"). All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the unaudited condensed consolidated financial statements furnished in this Form 10-Q include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal, recurring nature. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) governing interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934 (the "Exchange Act") and therefore do not include some information and notes necessary to conform to annual reporting requirements. The results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 are not necessarily indicative of the operating results expected for the full year or any interim period.

Recent Accounting Pronouncements

Recently Issued Accounting Standards

In ~~December~~November ~~2023~~2024, the Financial Accounting Standards Board ("FASB") issued Accounting ~~Standards~~Standard Update ("ASU") ~~2023~~2024-0903, "Income ~~Taxes~~Statement ~~(Topic 740)~~ - ~~Improvements~~Reporting toComprehensive Income-Expense ~~Tax~~Disaggregation Disclosures (Subtopic 220-40)." The new guidance is intended to enhance ~~the~~ transparency and ~~decision usefulness of income tax~~ disclosures by requiring ~~disaggregated~~public ~~information~~entities ~~about~~to aprovide ~~reporting~~disaggregated ~~entity's~~disclosures ~~effective~~of ~~tax~~certain ~~rate~~categories ~~reconciliation~~of ~~and~~expenses ~~information~~ on ~~income~~an ~~taxes~~annual ~~paid~~and interim basis. The ~~amendment~~ASU is effective for fiscal years beginning after December 15, ~~2024,~~2026 ~~with~~and ~~early~~interim ~~adoption~~periods ~~permitted.~~beginning ~~The~~after ~~amendment~~December in15, ~~this update should be applied on a prospective basis~~2027, with ~~retrospective~~early ~~application~~adoption permitted. The Company is incurrently ~~the process of~~ evaluating the impact that the adoption of ASU ~~2023~~2024-0903 will have toon the consolidated financial statements and related disclosures.

In ~~November~~December 2023, the FASB issued ASU 2023-0709, "~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740) - Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures." The ~~ASU~~new ~~expands~~guidance ~~reportable~~is ~~segment~~intended ~~disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided~~ to ~~the~~enhance ~~Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. The ASU also requires disclosure of~~ the ~~title~~transparency and ~~position~~decision ofusefulness ~~the individual identified as the CODM and an explanation~~ of ~~how~~income ~~the~~tax ~~CODM~~disclosures ~~uses~~by ~~the~~requiring ~~reported~~disaggregated ~~measures~~information ofabout a ~~segment~~reporting entity's ~~profit~~effective ortax ~~loss~~rate inreconciliation ~~assessing segment performance~~ and ~~deciding~~information ~~how to allocate resources. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided~~ on anincome ~~annual~~taxes ~~and interim basis~~paid. ~~ASU~~The ~~2023-07~~amendment is effective for fiscal years beginning after December 15, ~~2023~~2024, ~~and~~with ~~interim~~early ~~periods~~adoption ~~within fiscal years beginning December 15, 2024~~permitted. ~~Early~~The ~~adoption~~amendment isin ~~permitted~~this ~~and~~update ~~the~~should ~~amendments must~~ be applied ~~retrospectively~~on toa ~~all~~prospective ~~prior~~basis, ~~periods~~with ~~presented~~retrospective application permitted. The ~~adoption~~Company ofis ~~this~~in ~~guidance will not affect~~ the ~~Company's~~process ~~consolidated results~~ of ~~operations,~~evaluating ~~financial~~the ~~position~~impact orthat ~~cash~~the ~~flows.~~adoption ~~The~~of ~~Company~~ASU is2023-09 ~~currently~~will ~~evaluating~~have ~~the~~on ~~effect~~ the ~~guidance~~consolidated ~~will~~financial ~~have~~statements onand ~~its~~related disclosures.

Recently Adopted Accounting Standards

In ~~August~~November 2023, the FASB issued ASU 2023-0507, "~~Business~~Segment ~~Combinations~~Reporting ~~- Joint Venture Formations~~ (~~Subtopic~~Topic ~~805-60~~280): ~~Recognition~~- ~~and~~Improvements ~~Initial~~to ~~Measurement~~Reportable Segment Disclosures." The ~~new~~ASU ~~guidance~~expands ~~applies~~reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the ~~formation~~Chief Operating Decision Maker (“CODM”) and included within each reported measure of a ~~joint~~segment's ~~venture~~profit ~~and~~or loss. The ASU also requires adisclosure ~~joint~~of ~~venture~~the totitle ~~initially~~and ~~measure~~position ~~all~~of ~~contributions~~the ~~received~~individual ~~upon~~identified ~~its~~as ~~formation~~the atCODM ~~fair~~and ~~value.~~an ~~The~~explanation ~~guidance~~of ishow ~~intended~~the toCODM ~~reduce~~uses ~~diversity~~the reported measures of a segment's profit or loss in ~~practice~~assessing segment performance and isdeciding ~~applicable~~how to ~~joint~~allocate ~~venture~~resources. ~~entities~~Additionally, ~~with~~ASU a2023-07 ~~formation~~requires ~~date~~all onsegment profit or ~~after~~loss ~~January~~and 1,assets ~~2025~~disclosures to be provided on aan ~~prospective~~annual and interim basis. ~~While~~ ASU 2023-0507 is ~~not~~effective ~~currently~~for ~~applicable~~fiscal toyears ~~Balchem~~beginning after December 15, ~~the~~2023, ~~Company~~and ~~will~~interim ~~apply~~periods within fiscal years beginning December 15, 2024. The Company adopted this accounting guidance inon ~~future~~December ~~reporting~~31, 2024, and applied it retrospectively to all prior periods ~~after~~presented ~~the~~in ~~guidance~~our isconsolidated ~~effective~~financial tostatements. ~~any~~Refer ~~future~~to ~~arrangements~~Note ~~meeting~~10, ~~the~~Segment ~~definition~~Information offor athe ~~joint~~expanded ~~venture~~disclosures.

Table of Contents

NOTE 2 - STOCKHOLDERS' EQUITY

Stock-Based Compensation

The Company’s results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:

	Increase/(Decrease) for the				Increase/(Decrease) for the
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of sales	$	441	$	477	$	1,266	$	1,436
Operating expenses	3,710		3,272		11,521		10,831
Net earnings	(3,188)		(2,884)		(9,815)		(9,447)

As allowed by ASC 718, the Company has made an estimate of expected forfeitures based on its historical experience and is recognizing compensation cost only for those stock-based compensation awards expected to vest.

The Company's omnibus incentive plan ("the Plan") allows for the granting of stock awards and options to purchase common stock. Both incentive stock options and nonqualified stock options can be awarded under the plan. No option will be exercisable for longer than ten years after the date of grant. The Company has approved and reserved a number of shares to be issued upon exercise of the outstanding options that is adequate to cover all exercises. As of September 30, 2024, the Plan had 829,101 shares available for future awards, which included an additional 800,000 shares approved by the Company's shareholders during its annual meeting of shareholders held on June 22, 2023. Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three to five years for stock options, three years for employee restricted stock awards, three years for employee performance share awards, and three years for non-employee director restricted stock awards. Certain awards provide for accelerated vesting if there is a change in control (as defined in the plans) or other qualifying events.

Option activity for the nine months ended September 30, 2024 and 2023 is summarized below:

For the Nine Months Ended September 30, 2024	Shares (000s)	WeightedAverageExercisePrice		AggregateIntrinsicValue		WeightedAverageRemainingContractualTerm
Outstanding as of December 31, 2023	1,078	$	104.38	$	47,889
Granted	113	143.43
Exercised	(198)	75.94
Forfeited	(2)	137.06
Canceled	—	—
Outstanding as of September 30, 2024	991	$	114.49	$	60,932	6.0
Exercisable as of September 30, 2024	626	$	99.39	$	47,926	4.6

For the Nine Months Ended September 30, 2023	Shares (000s)	WeightedAverageExercisePrice		AggregateIntrinsicValue		WeightedAverageRemainingContractualTerm
Outstanding as of December 31, 2022	1,045	$	99.82	$	27,221
Granted	109	138.09
Exercised	(47)	82.70
Forfeited	(11)	131.79
Canceled	(1)	138.07
Outstanding as of September 30, 2023	1,095	$	104.00	$	26,825	5.9
Exercisable as of September 30, 2023	728	$	88.01	$	26,512	4.6

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ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The weighted average fair values of the stock options granted under the Plan were calculated using either the Black-Scholes model or the Binomial model, whichever was deemed to be most appropriate. The fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions for the nine months ended September 30, 2024 and 2023, respectively: dividend yields of 0.6% and 0.5%; expected volatilities of 28% and 28%; risk-free interest rates of 4.1% and 3.9% and expected lives of 5.0 years and 4.8 years.


	Increase/(Decrease) for the
	Three Months Ended March 31,
	2025		2024
Cost of sales	$	438	$	400
Operating expenses	3,372		4,350
Net earnings	(2,928)		(3,652)

As allowed by Accounting Standards Codification ("ASC") 718, the Company has made an estimate of expected forfeitures based on its historical experience and is recognizing compensation cost only for those stock-based compensation awards expected to vest.

The Company's omnibus incentive plan ("the Plan") allows for the granting of stock awards and options to purchase common stock. Both incentive stock options and nonqualified stock options can be awarded under the plan. No option will be exercisable for longer than ten years after the date of grant. The Company has approved and reserved a number of shares to be issued upon exercise of the outstanding options that is adequate to cover all exercises. As of March 31, 2025, the Plan had 685,590 shares available for future awards. Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three to five years for stock options, three years for employee restricted stock awards, three years for employee performance share awards, and one to three years for non-employee director restricted stock awards. Certain awards provide for accelerated vesting if there is a change in control (as defined in the plans) or other qualifying events.

Option activity for the three months ended March 31, 2025 and 2024 is summarized below:


For the Three Months Ended March 31, 2025	Shares (000s)	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding as of December 31, 2024	962	$	114.81	$	46,346
Granted	51	159.18
Exercised	(18)	90.50
Forfeited	—	—
Canceled	—	—
Outstanding as of March 31, 2025	995	$	117.53	$	48,212	5.6

Exercisable as of March 31, 2025	688	$	105.78	$	41,408	4.4


For the Three Months Ended March 31, 2024	Shares (000s)	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding as of December 31, 2023	1,078	$	104.38	$	47,889
Granted	113	143.43
Exercised	(125)	70.40
Forfeited	(1)	134.45
Canceled	—	—
Outstanding as of March 31, 2024	1,065	$	112.48	$	45,223	6.3

Exercisable as of March 31, 2024	699	$	97.89	$	39,881	4.9

ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The weighted average fair values of the stock options granted under the Plan were calculated using either the Black-Scholes model or the Binomial model, whichever was deemed to be most appropriate. The fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions for the three months ended March 31, 2025 and 2024, respectively: dividend yields of 0.6% and 0.6%; expected volatilities of 26% and 28%; risk-free interest rates of 4.5% and 4.1% and expected lives of 5.2 years and 5.0 years.

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The Company used a projected expected life for each award granted based on historical experience of employees’ exercise behavior. Expected volatilities are based on the Company’s historical volatility levels. Dividend yields are based on the Company’s historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life.

Other information pertaining to option activity during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 is as follows:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2024		2023		2024		2023
	2025		2024
Weighted-average fair value of options granted	$	—48.86	$	—44.52	$	~~44.52~~	$	~~40.91~~
Total intrinsic value of stock options exercised ($000s)	$	51,~~372~~388	$	~~100~~10,377	$	~~16,693~~	$	~~2,280~~

Non-vested restricted stock activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 is summarized below:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023
	2025			2024
	Shares (000s)	WeightedAverage GrantDate FairValue		Shares (000s)	WeightedAverage GrantDate FairValue
Non-vested balance as of December 31	~~116~~122	$	~~133~~141.0662	~~122~~116	$	~~124~~133.4206
Granted	5054	~~147~~159.4911		3935	~~137~~143.4843
Vested	(3428)	~~120~~138.0121		(3432)	~~111~~119.4811
Forfeited	(31)	~~141~~140.2376		(41)	~~128~~129.0693
Non-vested balance as of September 30	129	$	141.94	123	$	132.01
Non-vested balance as of March 31	147	$	148.68	118	$	139.95

Non-vested performance share activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 is summarized below:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023
	2025			2024
	Shares (000s)	WeightedAverage GrantDate FairValue		Shares (000s)	WeightedAverage GrantDate FairValue
Non-vested balance as of December 31	7679	$	~~135~~150.2573	7076	$	~~127~~135.6925
Granted	4750	~~152~~147.2896		4247	~~139~~152.6628
Vested	(44)	~~106~~109.5795		(3644)	98106.8457
Forfeited	—(4)	—150.11		—	—
Non-vested balance as of September 30	79	$	150.73	76	$	135.25
Non-vested balance as of March 31	81	$	160.14	79	$	150.73

11The Company's performance share (“PS”) awards provide the recipients the right to receive a certain number of shares of the Company’s common stock in the future, subject to an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, or relative total shareholder return ("TSR") where vesting is dependent upon the Company’s TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents. For grants made in 2025, the performance metrics are comprised of an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period and modified based on the Company's TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents. Expense is measured based on the fair value of the grant at the date of grant. A Monte-Carlo simulation has been used to estimate the fair value. The assumptions used in the fair value determination were risk free interest rates of 4.3% and 4.2%; dividend yields of 0.0% and 0.0%; volatilities of 26% and 25%; and initial TSR's of -8.8% and 10.3%, in each case for the three months ended March 31, 2025 and 2024, respectively. Expense is estimated based on the number of shares expected to vest, assuming the requisite service period is rendered and the probable

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The performance share (“PS”) awards provide the recipients the right to receive a certain number of shares of the Company’s common stock in the future, subject to an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, and relative total shareholder return ("TSR") where vesting is dependent upon the Company’s TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents. Expense is measured based on the fair value of the grant at the date of grant. A Monte-Carlo simulation has been used to estimate the fair value. The assumptions used in the fair value determination were risk free interest rates of 4.2% and 4.2%; dividend yields of 0.0% and 0.5%; volatilities of 25% and 32%; and initial TSR’s of 10.3% and 4.2%, in each case for the nine months ended September 30, 2024 and 2023, respectively. Expense is estimated based on the number of shares expected to vest, assuming the requisite service period is rendered and the probable outcome of the performance condition is achieved. The estimate is revised if subsequent information indicates that the actual number of shares likely to vest differs from previous estimates. Expense is ultimately adjusted based on the actual achievement of service and performance targets. The PS will cliff vest 100% at the end of the third year following the grant in accordance with the performance metrics set forth. Grants may be subject to a mandatory holding period of one year from the vesting date. For PS ~~grants~~awards ~~made~~granted ~~for~~in ~~the~~ 2024~~-2026~~ ~~performance~~and ~~period~~2025, grants are subject to such holding period.

As of ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, there were $2431,~~300~~427 and $2230,~~470~~380, respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans. As of ~~September~~March 3031, ~~2024~~2025, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.78 years. The Company estimates that share-based compensation expense for the year ended December 31, ~~2024~~2025 will be approximately $16,~~996~~860.

Repurchase of Common Stock

The Company's Board of Directors has approved a stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 3,~~140~~174,~~215~~897 shares have been repurchased. The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it is advisable to do so based on its assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The Company also repurchases (withholds) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan. Such repurchases of shares from employees are funded with existing cash on hand. During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company purchased 3732,~~109~~869 and 2936,~~451~~122 shares, respectively, from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan at an average cost of $~~144~~161.8999 and $~~136~~144.6902, respectively.

NOTE 3 – INVENTORIES

Inventories, net of reserves at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 consisted of the following:

September 30, 2024

December 31, 2023

March 31, 2025

December 31, 2024

Raw materials

4344,~~109~~671

3945,~~517~~319

Work in progress

510,~~364~~538

34,~~960~~510

Finished goods

7089,~~037~~717

6680,~~044~~973

Total inventories

~~118~~144,~~510~~926

~~109~~130,~~521~~802

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NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 are summarized as follows:

September 30, 2024

December 31, 2023

March 31, 2025

December 31, 2024

Land

11,~~854~~927

11,~~787~~690

Building

~~104~~110,~~393~~903

~~104~~106,~~363~~954

Equipment

~~312~~323,~~143~~519

~~312~~315,~~704~~001

Construction in progress

74,~~296~~137

5977,~~981~~508

502,686

488,835

520,486

511,153

Less: accumulated depreciation

~~225~~236,~~257~~733

~~212~~228,~~796~~999

Property, plant and equipment, net

~~277~~283,~~429~~753

~~276~~282,~~039~~154

In accordance with Topic 360, the Company reviews long-lived assets for impairment whenever events indicate that the carrying amount of the assets may not be fully recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is generally based on discounted cash flows. ~~Included~~There inwere ~~"General~~no ~~and administrative expenses" was $521 of restructuring-related~~ impairment charges ~~related~~recorded ~~to an asset that was held~~ for ~~sale for both~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024. Included~~2025 ~~in "General~~ and ~~administrative expenses" were $1,618 and $7,764 of restructuring-related impairment and asset disposal charges for the three and nine months ended September 30, 2023, respectively~~2024.

~~NOTE 5 - INTANGIBLE ASSETS~~11

The Company had goodwill in the amount of $781,109 and $778,907 as of September 30, 2024 and December 31, 2023, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is due to changes in foreign currency translation.

Identifiable intangible assets with finite lives at September 30, 2024 and December 31, 2023 are summarized as follows:

	AmortizationPeriod(in years)	Gross Carrying Amount at September 30, 2024		Accumulated Amortization at September 30, 2024		Gross Carrying Amount at December 31, 2023		Accumulated Amortization at December 31, 2023
Customer relationships & lists	10-20	$	363,563	$	220,718	$	362,032	$	209,651
Trademarks & trade names	2-17	50,353		40,225		50,286		37,773
Developed technology	5-12	41,396		18,972		41,184		17,516
Other	2-18	26,131		24,003		25,733		23,083
		$	481,443	$	303,918	$	479,235	$	288,023

Amortization of identifiable intangible assets was approximately $3,795 and $15,380 for the three and nine months ended September 30, 2024, respectively, and $6,947 and $21,132 for the three and nine months ended September 30, 2023, respectively. Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $3,747 for the remainder of 2024, $15,659 for 2025, $15,444 for 2026, $14,916 for 2027, $14,517 for 2028 and $14,091 for 2029. At September 30, 2024 and December 31, 2023, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350. Identifiable intangible assets are reflected in “Intangible assets with finite lives, net” on the Company’s condensed consolidated balance sheets. There were no changes to the useful lives of intangible assets subject to amortization during the nine months ended September 30, 2024 and 2023.

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NOTE 5 - INTANGIBLE ASSETS

The Company had goodwill in the amount of $793,087 and $780,030 as of March 31, 2025 and December 31, 2024, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is primarily due to foreign currency translation adjustments.

Identifiable intangible assets with finite lives at March 31, 2025 and December 31, 2024 are summarized as follows:


	Amortization Period (in years)	Gross Carrying Amount at March 31, 2025		Accumulated Amortization at March 31, 2025		Gross Carrying Amount at December 31, 2024		Accumulated Amortization at December 31, 2024
Customer relationships & lists	10-20	$	359,414	$	225,696	$	354,051	$	221,567
Trademarks & trade names	2-17	51,631		42,274		50,971		41,417
Developed technology	5-12	40,815		21,131		40,074		20,362
Other	2-18	24,934		21,728		25,154		21,854
		$	476,794	$	310,829	$	470,250	$	305,200

Amortization of identifiable intangible assets was approximately $4,060 and $6,342 for the three months ended March 31, 2025 and 2024, respectively. Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $12,192 for the remainder of 2025, $16,148 for 2026, $15,622 for 2027, $15,171 for 2028, $14,769 for 2029 and $14,390 for 2030. At March 31, 2025 and December 31, 2024, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350. Identifiable intangible assets are reflected in “Intangible assets with finite lives, net” on the Company’s condensed consolidated balance sheets. There were no changes to the useful lives of intangible assets subject to amortization during the three months ended March 31, 2025 and 2024.

NOTE 6 - EQUITY METHOD INVESTMENT

In 2013, the Company and Eastman Chemical Company formed a joint venture (66.66% / 33.34% ownership), St. Gabriel CC Company, LLC, to design, develop, and construct an expansion of the Company’s St. Gabriel aqueous choline chloride plant. The Company contributed the St. Gabriel plant, at cost, and all continued expansion and improvements are funded by the owners. The joint venture became operational as of July 1, 2016. St. Gabriel CC Company, LLC is a Variable Interest Entity (VIE) because the total equity at risk is not sufficient to permit the joint venture to finance its own activities without additional subordinated financial support. Additionally, voting rights (2 votes each) are not proportionate to the owners’ obligation to absorb expected losses or receive the expected residual returns of the joint venture. The Company ~~generally~~ receives upthe tomajority ~~2/3~~ of the production offtake capacity, which ~~(percentage of offtake)~~ may be adjusted from time to time to the extent the owners agree as such, and absorbs operating expenses approximately proportional to the actual percentage of offtake. The joint venture is accounted for under the equity method of accounting since the Company is not the primary beneficiary as the Company does not have the power to direct the activities of the joint venture that most significantly impact its economic performance. The Company recognized a loss of $~~124~~122 and $~~367~~121 for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively,~~ and ~~$118 and $396 for the three and nine months ended September 30~~2024, ~~2023,~~ respectively, relating to its portion of the joint venture's expenses in other expense. The Company made capital contributions to the investment totaling $3330 and $~~113~~42 for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively,~~ and ~~$69 and $141 for the three and nine months ended September 30~~2024, ~~2023,~~ respectively. The carrying value of the joint venture at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 was $3,~~822~~764 and $43,~~076~~856, respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.

NOTE 7 – REVOLVING LOAN

On July 27, 2022, the Company entered into an Amended and Restated Credit Agreement (the "2022 Credit Agreement") with certain lenders in the form of a senior secured revolving credit facility, due on July 27, 2027. The 2022 Credit Agreement allows for up to $550,000 of borrowing. The loans may be used for working capital, letters of credit, and other corporate purposes and may be drawn upon at the Company’s discretion. As of ~~September~~both March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the total balance outstanding on the 2022 Credit Agreement amounted to $~~227~~190,000 ~~and $309,569, respectively~~. There are no installment payments required on the revolving loans; they may be voluntarily prepaid in whole or in part without premium or penalty, and all outstanding amounts are due on the maturity date.

Amounts outstanding under the 2022 Credit Agreement are subject to an interest rate equal to a fluctuating rate as defined by the 2022 Credit Agreement plus an applicable rate. The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the 2022 Credit Agreement, and the interest rate was 6.070% at September 30, 2024. The Company is also required to pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the 2022 Credit Agreement and ranges from 0.150% to 0.225% (0.175% at September 30, 2024). The unused portion of the revolving loan amounted to $323,000 at September 30, 2024. The Company is also required to pay, as applicable, letter of credit fees, administrative agent fees, and other fees to the arrangers and lenders.12

Costs associated with the issuance of the revolving loans are capitalized and amortized on a straight-line basis over the term of the 2022 Credit Agreement, which is not materially different than the effective interest method. Capitalized costs net of accumulated amortization were $814 and $1,030 at September 30, 2024 and December 31, 2023, respectively, and are included in "Other non-current assets" on the condensed consolidated balance sheets. Amortization expense pertaining to these costs totaled $72 and $216 for the three and nine months ended September 30, 2024, respectively, and $71 and $215 for the three and nine months ended September 30, 2023, respectively, and are included in "Interest expense, net" in the accompanying condensed consolidated statements of earnings.

The 2022 Credit Agreement contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated interest coverage ratio to exceed a certain minimum ratio. At September 30, 2024, the Company was in compliance with these covenants. Indebtedness under the Company’s loan agreements is secured by assets of the Company.

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Amounts outstanding under the 2022 Credit Agreement are subject to an interest rate equal to a fluctuating rate as defined by the 2022 Credit Agreement plus an applicable rate. The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the 2022 Credit Agreement, and the interest rate was 5.43% at March 31, 2025. The Company is also required to pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the 2022 Credit Agreement and ranges from 0.150% to 0.225% (0.150% at March 31, 2025). The unused portion of the revolving loan amounted to $360,000 at March 31, 2025. The Company is also required to pay, as applicable, letter of credit fees, administrative agent fees, and other fees to the arrangers and lenders.

Costs associated with the issuance of the revolving loans are capitalized and amortized on a straight-line basis over the term of the 2022 Credit Agreement, which is not materially different than the effective interest method. Capitalized costs net of accumulated amortization were $671 and $743 at March 31, 2025 and December 31, 2024, respectively, and are included in "Other non-current assets" on the condensed consolidated balance sheets. Amortization expense pertaining to these costs totaled $71 for both the three months ended March 31, 2025 and 2024 and are included in "Interest expense, net" in the accompanying condensed consolidated statements of earnings.

The 2022 Credit Agreement contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated interest coverage ratio to exceed a certain minimum ratio. At March 31, 2025, the Company was in compliance with these covenants. Indebtedness under the Company’s loan agreements is secured by assets of the Company.

NOTE 8– NET EARNINGS PER SHARE

The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per share:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2024		2023		2024		2023
	2025		2024
Net Earnings - Basic and Diluted	$	3337,~~837~~053	$	2928,~~075~~986	$	~~94,892~~	$	~~81,895~~
Shares (000s)
Weighted Average Common Shares - Basic	32,~~373~~440		32,~~116~~251		~~32,311~~		~~32,102~~
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares	~~410~~367		~~360~~376		~~375~~		~~338~~
Weighted Average Common Shares - Diluted	32,~~783~~807		32,~~476~~627		~~32,686~~		~~32,440~~
Net Earnings Per Share - Basic	$	1.0514	$	0.9190	$	~~2.94~~	$	~~2.55~~
Net Earnings Per Share - Diluted	$	1.0313	$	0.9089	$	~~2.90~~	$	~~2.52~~

The number of anti-dilutive shares were ~~189~~223,~~830~~820 and ~~326~~448,~~020~~915 for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively,~~ and ~~332~~2024,~~339~~ ~~and 355,419 for the three and nine months ended September 30, 2023,~~ respectively. Anti-dilutive shares could potentially dilute basic earnings per share in future periods and therefore, were not included in diluted earnings per share.

NOTE 9 – INCOME TAXES

The Company’s effective tax rate for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, was 22.97% and ~~20.3%, respectively, and 22.2% and~~ 21.3% ~~for the nine months ended September 30~~, ~~2024 and 2023,~~ respectively. The higher effective tax rate for ~~both~~ the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 was primarily due to lower tax benefits from stock-based compensation ~~and certain higher state taxes~~.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company regularly reviews its deferred tax assets for recoverability and would establish a valuation allowance if it believed that such assets may not be recovered, taking into consideration historical operating results, expectations of future earnings, changes in its operations and the expected timing of the reversals of existing temporary differences.

The Company accounts for uncertainty in income taxes utilizing ASC 740-10, "Income Taxes". ASC 740-10 clarifies whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. It prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosures. The application of ASC 740-10 requires judgment related to the uncertainty in income taxes and could impact our effective tax rate.13

The Company files income tax returns in the U.S. and in various states and foreign countries. As of September 30, 2024, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2019. The Company had approximately $4,825 and $4,650 of unrecognized tax benefits, which are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets, as of September 30, 2024 and December 31, 2023, respectively. The Company includes interest expense or income as well as potential penalties on uncertain tax positions as a component of "Income tax expense" in the condensed consolidated statements of earnings. Total accrued interest and penalties related to uncertain tax positions at September 30, 2024 and December 31, 2023 were approximately $1,588 and $1,413, respectively, and are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets.

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The Company files income tax returns in the U.S. and in various states and foreign countries. As of March 31, 2025, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2020. The Company had approximately $6,786 and $6,720 of unrecognized tax benefits, which are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets, as of March 31, 2025 and December 31, 2024, respectively. The Company includes interest expense or income as well as potential penalties on uncertain tax positions as a component of "Income tax expense" in the condensed consolidated statements of earnings. Total accrued interest and penalties related to uncertain tax positions at March 31, 2025 and December 31, 2024 were approximately $2,418 and $2,352, respectively, and are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets.

The European Union ("EU") member states formally adopted the EU's Pillar Two Directive on December 15, 2022, which was established by the Organization for Economic Co-operation and Development. Pillar Two generally provides for a 15 percent minimum effective tax rate for the jurisdictions where multinational enterprises operate. While the Company does not anticipate that this will have a material impact on its tax provision or effective tax rate, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.

NOTE 10 – SEGMENT INFORMATION

Balchem Corporation reports three reportable segments: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".

The Company's Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The CODM receives a profit and loss reporting package which provides segment information isincluding ~~summarized~~revenue, ascost ~~follows:~~of goods sold, gross margin, total operating expenses, and earnings from operations. The CODM utilizes this monthly profit and loss reporting package to analyze segment performance and appropriately allocate resources.

Business Segment Assets	September 30,2024		December 31,2023
Human Nutrition and Health	$	1,183,987	$	1,180,527
Animal Nutrition and Health	154,905		166,994
Specialty Products	166,888		168,307
Other and Unallocated (1)	91,164		81,383
Total	$	1,596,944	$	1,597,211

Pursuant to ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures", the significant segment information is summarized as follows:

Business Segment Net Sales	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	For the Three Months Ended March 31, 2025
	2024			2023			2024			2023
	HNH			ANH			SP			Other and Unallocated			Total
Human Nutrition and Health	$	152,283		$	144,455		$	452,955		$	412,777
Net sales	$	158,457		$	57,277		$	33,275		$	1,510		$	250,519
Animal Nutrition and Health	52,906			53,944			156,384			180,162
Cost of sales	99,383		(1)	44,917		(1)	15,986		(1)	2,065		(1)	162,351
Specialty Products	33,191			30,004			99,898			94,961
Gross margin	59,074			12,360			17,289			(555)			88,168
Other and Unallocated (2)	1,560			1,545			4,443			5,840
Operating expenses	21,100		(2)	7,124		(3)	7,704		(4)	1,225		(5)	37,153
Total	$	239,940		$	229,948		$	713,680		$	693,740
Earnings from operations	37,974			5,236			9,585			(1,780)			51,015
Other expenses:
Interest expense, net													2,924
Other expense													151
													3,075
Earnings before income tax expense													47,940
Income tax expense													10,887
Net earnings													$	37,053

Business Segment Earnings Before Income Taxes	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	35,578	$	31,275	$	102,202	$	77,209
Animal Nutrition and Health	3,529		5,070		8,282		22,230
Specialty Products	10,516		8,740		29,943		25,984
Other and Unallocated (2)	(1,631)		(1,471)		(4,962)		(4,565)
Interest and other expenses	(4,099)		(7,139)		(13,496)		(16,864)
Total	$	43,893	$	36,475	$	121,969	$	103,994

Depreciation/Amortization	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	6,803	$	9,640	$	24,729	$	28,567
Animal Nutrition and Health	2,068		2,117		6,266		5,885
Specialty Products	1,770		1,831		5,314		5,440
Other and Unallocated (2)	262		216		768		986
Total	$	10,903	$	13,804	$	37,077	$	40,878

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Capital Expenditures	Nine Months Ended September 30,
	2024		2023
Human Nutrition and Health	$	11,850	$	18,745
Animal Nutrition and Health	8,459		4,247
Specialty Products	1,948		2,663
Other and Unallocated (2)	255		178
Total	$	22,512	$	25,833


(1) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expenses necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.

(2) Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets.

(3) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs.

(4) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.

(5) Operating expenses within Other and Unallocated are primarily comprised of transaction and integration costs.

(1) Other and Unallocated assets consist of certain cash, capitalized loan issuance costs, other assets, investments, and income taxes, which the Company does not allocate to its individual business segments. It also includes assets associated with a few minor businesses which individually do not meet the quantitative thresholds for separate presentation. (2) Other and Unallocated consists of a few minor businesses which individually do not meet the quantitative thresholds for separate presentation and corporate expenses that have not been allocated to a segment. Unallocated corporate expenses consist of: (i) Transaction and integration costs of $223 and $795 for the three and nine months ended September 30, 2024, respectively, and $384 and $1,600 for the three and nine months ended September 30, 2023, respectively, and (ii) Unallocated amortization expense of $0 and $0 for the three and nine months ended September 30, 2024, respectively, and $0 and $312 for the three and nine months ended September 30, 2023, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.


	For the Three Months Ended March 31, 2024
	HNH			ANH			SP			Other and Unallocated			Total
Net sales	$	152,744		$	53,921		$	31,613		$	1,381		$	239,659
Cost of sales	97,382		(6)	44,235		(6)	14,624		(6)	1,904		(6)	158,145
Gross margin	55,362			9,686			16,989			(523)			81,514
Operating expenses	22,105		(7)	7,626		(8)	8,790		(9)	1,317		(10)	39,838
Earnings from operations	33,257			2,060			8,199			(1,840)			41,676
Other expenses:
Interest expense, net													5,398
Other income													(572)
													4,826
Earnings before income tax expense													36,850
Income tax expense													7,864
Net earnings													$	28,986


(6) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expenses necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.

(7) Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets.

(8) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs.

(9) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.

(10) Operating expenses within Other and Unallocated are primarily comprised of transaction and integration costs.


Business Segment Assets	March 31, 2025		December 31, 2024
Human Nutrition and Health	$	1,213,407	$	1,185,962
Animal Nutrition and Health	169,464		161,243
Specialty Products	166,745		161,283
Other and Unallocated (11)	67,939		66,883
Total	$	1,617,555	$	1,575,371


(11) Other and Unallocated assets consist of certain cash, capitalized loan issuance costs, other assets, investments, and income taxes, which the Company does not allocate to its individual business segments. It also includes assets associated with a few minor businesses which individually do not meet the quantitative thresholds for separate presentation.

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Depreciation/Amortization	Three Months Ended March 31,
	2025		2024
Human Nutrition and Health	$	7,303	$	9,540
Animal Nutrition and Health	1,761		2,102
Specialty Products	1,726		1,779
Other and Unallocated	224		247
Total	$	11,014	$	13,668


Capital Expenditures	Three Months Ended March 31,
	2025		2024
Human Nutrition and Health	$	2,327	$	4,260
Animal Nutrition and Health	2,344		2,021
Specialty Products	722		435
Other and Unallocated	28		70
Total	$	5,421	$	6,786

NOTE 11 – REVENUE

Revenue Recognition

Revenues are recognized when control of the promised goods is transferred to customers, in an amount that reflects the consideration the Company expects to realize in exchange for those goods.

The following table presents revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues.

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2024		2023		2024		2023
	2025		2024
Product Sales Revenue	$	~~239~~250,~~522~~061	$	~~229~~239,~~274~~126	$	~~712,374~~	$	~~691,507~~
Royalty Revenue	~~418~~458		~~674~~533		~~1,306~~		~~2,233~~
Total Revenue	$	~~239~~250,~~940~~519	$	~~229~~239,~~948~~659	$	~~713,680~~	$	~~693,740~~

The following table presents revenues disaggregated by geography, based on ~~the~~customers' ~~shipping~~delivery addresses ~~of customers~~:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2024		2023		2024		2023
	2025		2024
United States	$	~~181~~185,~~990~~722	$	~~176~~182,~~765~~086	$	~~541,768~~	$	~~515,099~~
Foreign Countries	5764,~~950~~797		5357,~~183~~573		~~171,912~~		~~178,641~~
Total Revenue	$	~~239~~250,~~940~~519	$	~~229~~239,~~948~~659	$	~~713,680~~	$	~~693,740~~

Product Sales Revenues

The Company’s primary operation is the manufacturing and sale of health and nutrition ingredient products, in which the Company receives an order from a customer and fulfills that order. The Company’s product sales are considered point-in-time revenue.

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Royalty Revenues

Royalty revenue consists of agreements with customers to use the Company’s intellectual property in exchange for a sales-based royalty. Royalties are considered over time revenue and are recorded in the Human Nutrition and Health segment.

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Contract Liabilities

The Company records contract liabilities when cash payments are received or due in advance of performance, including amounts which are refundable.

The Company’s payment terms vary by the type and location of customers and the products offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products are delivered to the customer.

Practical Expedients and Exemptions

The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling and marketing expenses.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for products shipped.

NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 for income taxes and interest is as follows:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023
	2025		2024
Income taxes	$	311,~~575~~443	$	~~30,899~~949
Interest	$	143,~~500~~010	$	205,~~085~~170

NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) were as follows:

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	Three Months EndedMarch 31,
	2024		2023		2024		2023
	2025		2024
Net foreign currency translation adjustment	$	21,~~638~~722	$	(1412,~~425~~717)	$	~~5,661~~	$	~~(6,117)~~
Net change of cash flow hedge (see Note 19 for further information)
Net change in postretirement benefit plan (see Note 14 for further information)
Unrealized loss on cash flow hedge	—		—		—		(1,406)
Amortization of gain	(2)		(3)
Tax	—		—		—		341
Prior service (gain) loss arising during the period	(319)		206
Net of tax	—		—		—		(1,065)
Total before tax	(321)		203
Net change in postretirement benefit plan (see Note 14 for further information)
Tax	83		(49)
Amortization of (gain) loss	(2)		2		(7)		6
Net of tax	(238)		154
Prior service loss arising during the period	—		—		206		132
Total other comprehensive income (loss)	$	21,484	$	(12,563)
Total before tax	(2)		2		199		138
Tax	1		—		(48)		(34)
Net of tax	(1)		2		151		104
Total other comprehensive income (loss)	$	21,637	$	(14,423)	$	5,812	$	(7,078)

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~~Included~~Accumulated inother ~~"Net~~comprehensive ~~foreign~~income ~~currency~~(loss) ~~translation~~at ~~adjustment" were losses of $0 and $1~~March 31,~~455~~ ~~related~~2025 ~~to a net investment hedge, which were net of tax benefits of $0~~ and ~~$1,114 for the three and nine months ended September~~December 3031, ~~2023,~~2024 ~~respectively.~~consisted ~~The Company settled its derivative instruments on their maturity date~~ of ~~June~~the ~~27, 2023. See Note 19, Derivative Instruments and Hedging Activities.~~following:

Accumulated other comprehensive income (loss) at September 30, 2024 and December 31, 2023 consisted of the following:


	Foreign currency translation adjustment		Postretirement benefit plan		Total
Balance December 31, 2024	$	(24,182)	$	435	$	(23,747)
Other comprehensive income (loss)	21,722		(238)		21,484
Balance March 31, 2025	$	(2,460)	$	197	$	(2,263)

	Foreign currencytranslationadjustment		Cash flow hedge		Postretirementbenefit plan		Total
Balance December 31, 2023	$	8,408	$	—	$	283	$	8,691
Other comprehensive income	5,661		—		151		5,812
Balance September 30, 2024	$	14,069	$	—	$	434	$	14,503

NOTE 14 – EMPLOYEE BENEFIT PLANS

Defined Contribution Plans

The Company sponsors one 401(k) savings plan for eligible employees, which allows participants to make pretax or after tax contributions and the Company matches certain percentages of those contributions. The plan also has a discretionary profit sharing portion and matches 401(k) contributions with shares of the Company’s Common Stock. All amounts contributed to the plan are deposited into a trust fund administered by independent trustees.

Postretirement Medical Plans

The Company provides postretirement benefits in the form of two unfunded postretirement medical plans; one that is under a collective bargaining agreement and covers eligible retired employees of the Verona facility and one for officers of the Company pursuant to the Balchem Corporation Officer Retiree Program.

Net periodic benefit costs for such retirement medical plans were as follows:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023
	2025		2024
Service cost	$	8429	$	8128
Interest cost	4118		4614
Amortization of (gain) loss	(7)		6
Amortization of gain	(3)		(3)
Net periodic benefit cost	$	~~118~~44	$	~~133~~39

The amounts recorded for these obligations on the Company’s condensed consolidated balance sheets as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 are $1,~~381~~446 and $1,~~395~~522, respectively, and are included in "Other long-term obligations" on the Company's condensed consolidated balance sheets. These plans are unfunded and approved claims are paid from Company funds. Historical cash payments made under such plans have typically been less than $200 per year.

Defined Benefit Pension Plans

On May 27, 2019, the Company acquired Chemogas Holding NV, a privately held specialty gases company headquartered in Grimbergen, Belgium ("Chemogas"), which has an unfunded defined benefit pension plan. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amounts recorded for these obligations on the Company's condensed consolidated balance sheets as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 were $~~405~~690 and $~~420~~613, respectively, and were included in "Other long-term obligations" on the Company's condensed consolidated balance sheets.

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Net periodic benefit costs for such benefit pension plans were as follows:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023
	2025		2024
Service cost with interest to end of year	$	5849	$	4618
Interest cost	4319		4714
Expected return on plan assets	(3214)		(3010)
Total net periodic benefit cost	$	69	$	63
Amortization of loss	1		—
Total net periodic benefit cost	$	55	$	22

Deferred Compensation Plan

The Company provides an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust, and are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability was $11,~~432~~653 as of ~~September~~March 3031, ~~2024~~2025, of which $11,~~411~~633 was included in "Other long-term obligations" and $2120 was included in "Accrued compensation and other benefits" on the Company's condensed consolidated balance sheets. The deferred compensation liability was $1011,~~188~~470 as of December 31, ~~2023~~2024, ~~and~~of which $11,449 was included in "Other long-term obligations" and $21 was included in "Accrued compensation and other benefits" on the Company’s ~~condensed~~ consolidated balance sheets. The related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $11,~~429~~642 ~~and~~as ~~$10~~of March 31,~~188~~ as2025, of ~~September 30~~which $11,622 ~~2024~~was included in "Other non-current assets" and $20 was included in "Other current assets" on the Company's condensed consolidated balance sheet. The rabbi trust funds were $11,465 as of December 31, ~~2023,~~2024 ~~respectively,~~ and were included in "Other non-current assets" on the Company's ~~condensed~~ consolidated balance sheets.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

The Company is obligated to make rental payments under non-cancelable operating and finance leases. Aggregate future minimum rental payments required under these leases at ~~September~~March 3031, ~~2024~~2025 are disclosed in Note 18, Leases.

The Company’s Verona, Missouri facility, while held by a prior owner, Syntex Agribusiness, Inc. (“Syntex”), was designated by the U.S. Environmental Protection Agency (the "EPA") as a Superfund site and placed on the National Priorities List in 1983 because of dioxin contamination on portions of the site. Remediation was conducted by Syntex under the oversight of the EPA and the Missouri Department of Natural Resources. The Company is indemnified by the sellers under its May 2001 asset purchase agreement covering its acquisition of the Verona, Missouri facility for potential liabilities associated with the Superfund site. One of the sellers, in turn, has the benefit of certain contractual indemnification by Syntex in relation to the implementation of the above-described Superfund remedy. In June 2023, in response to a Special Notice Letter received from the EPA in 2022, BCP Ingredients, Inc. ("BCP"), the Company's subsidiary that operates the site, Syntex, EPA, and the State of Missouri entered into an Administrative Settlement Agreement and Order on Consent (“ASAOC”) for a focused remedial investigation/feasibility study ("RI/FS") under which (a) BCP will conduct a source investigation of potential source(s) of releases of 1,4-dioxane and chlorobenzene at a portion of the site and (b) BCP and Syntex will complete a RI/FS to determine a potential remedy, if any is required. Activities under the ASAOC are underway and are expected to continue for some period of time.

Separately, in June 2022, the EPA conducted an inspection of BCP’s Verona, Missouri facility (“2022 EPA Inspection”) which was followed by BCP entering into an Administrative Order for Compliance on Consent (“AOC”) with the EPA in relation to its risk management program at the Verona facility. Further, in January 2023, BCP entered into an Amended AOC with the EPA whereby the parties agreed to the extension of certain timelines. BCP timely completed all requirements under the Amended AOC. In November 2023, BCP received a notice from the Environment and Natural Resources Division of the U.S Department of Justice (“DOJ”) primarily related to the 2022 EPA Inspection, which extended the opportunity to discuss alleged violations of Sections 112(r)(7) of the Clean Air Act and regulations in 40 C.F.R. Part 68, commonly known as the Risk Management Plan Rule (“RMP Rule”). BCP ~~has~~participated ~~engaged~~in such discussions during 2024, and in December 2024, BCP reached a settlement with the EPA and ~~intends~~DOJ to ~~continue~~resolve tothese ~~participate~~alleged ~~in,~~violations. ~~such~~Pursuant ~~discussions~~to inthe ~~2024.~~settlement, Inwhich ~~connection~~was ~~with~~entered ~~the~~into ~~2022~~on ~~EPA~~January ~~Inspection~~31, ~~the~~2025, ~~Company~~BCP ~~believes~~agreed ~~that~~to: (a) ~~loss~~pay ~~contingency~~a in$300 ~~this~~civil ~~matter~~penalty; is(b) ~~probable~~complete ~~and~~a ~~reasonably~~new ~~estimable~~scrubber system project; and ~~has~~(c) ~~recorded~~spend a$350 ~~loss~~to ~~contingency~~implement inprojects anbenefiting ~~amount~~the ~~that~~surrounding iscommunity, ~~not~~such ~~material~~as emergency equipment for the local fire department and two vehicles to ~~its~~be ~~financial~~used ~~performance~~as ormobile ~~operations~~health clinics. The amount associated with this settlement was consistent with the amount previously accrued as a loss contingency.

In addition to the above, from time to time, the Company is a party to various legal proceedings, litigation, claims and assessments. While it is not possible to predict the ultimate disposition of each of these matters, management believes that the ultimate outcome of such matters will not have a material effect on the Company's consolidated financial position, results of operations, liquidity or cash flows.19

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NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio. The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable, and accrued liabilities, which are carried at cost and approximate fair value due to the short-term maturity of these instruments. Cash and cash equivalents atincluded ~~September~~$1,033 and $1,040, in money market funds as of March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, ~~includes~~respectively, and $1011,~~088~~904 and $~~959~~0 in ~~money~~certificates ~~market~~of ~~funds~~deposit with maturities of three months or less at March 31, 2025 and ~~other~~December 31, ~~interest-bearing~~2024, respectively. The certificates of deposit ~~accounts~~are categorized in level two of the fair value hierarchy as defined by ASC 820, ~~respectively~~"Fair Value Measurement". Due to the short-term nature of the instrument, the Company has determined the cost approximates fair value.

Non-current assets at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 included $11,~~429~~622 and $1011,~~188~~465, respectively, of rabbi trust funds related to the Company's deferred compensation plan. The money market and rabbi trust funds are valued using level one inputs, as defined by ASC 820, “Fair Value Measurement.”

NOTE 17 – RELATED PARTY TRANSACTIONS

The Company provides services under a contractual agreement to St. Gabriel CC Company, LLC. These services include accounting, information technology, quality control, and purchasing services, as well as operation of the St. Gabriel CC Company, LLC plant. The Company also sells raw materials to St. Gabriel CC Company, LLC. These raw materials are used in the production of finished goods that are, in turn, sold by Saint Gabriel CC Company, LLC to the Company for resale to unrelated parties. As such, the sale of these raw materials to St. Gabriel CC Company, LLC in this scenario lacks economic substance and therefore the Company does not include them in net sales within the condensed consolidated statements of earnings.

Payments for the services the Company provided amounted to $1,~~109~~127 and $31,~~321~~092 for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively,~~ and $12024,~~094~~ ~~and $3,294 for the three and nine months ended September 30, 2023,~~ respectively. The raw materials purchased and subsequently sold amounted to $79,~~616~~925 and $216,~~249~~332 for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively,~~ and $72024,~~274~~ ~~and $27,069 for the three and nine months ended September 30, 2023,~~ respectively. These services and raw materials are primarily recorded in cost of goods sold, net of the finished goods received from St. Gabriel CC Company, LLC of $57,~~766~~918 and $164,~~450~~971 during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively,~~ and $52024,~~903~~ ~~and $22,198 for the three and nine months ended September 30, 2023,~~ respectively. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had receivables of $23,~~446~~824 and $83,~~314~~893, respectively, recorded in accounts receivable from St. Gabriel CC Company, LLC for services rendered and raw materials sold. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had payables of $12,~~588~~843 and $62,~~050~~831, respectively, recorded in accounts payable for finished goods received from St. Gabriel CC Company, LLC. The Company had payables in the amount of $296 ~~and $329, respectively,~~ related to non-contractual monies owed to St. Gabriel CC Company, LLC, recorded in accounts payable as of ~~September~~both March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. In addition, the Company had receivables in the amount of $35 related to non-contractual monies owed from St. Gabriel CC Company, LLC, recorded in other current assets as of March 31, 2025.

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NOTE 18 – LEASES

The Company has both real estate leases and equipment leases. The main types of equipment leases include forklifts, trailers, printers and copiers, railcars, and trucks. Leases are categorized as both operating leases and finance leases. The Company elected the practical expedient to combine lease and non-lease components and recognizes the combined amount on the condensed consolidated balance sheet. Management determined that since the Company has a centralized treasury function, the parent company would either fund or guarantee a subsidiary's loan for borrowing over a similar term. As such, the Company's management determined it is appropriate to utilize a corporate based borrowing rate for all locations. The Company developed four tranches of leases based on lease terms and these tranches reflect the composition of the current lease portfolio. The Company's borrowing history shows that interest rates of a term loan or a line of credit depend on the duration of the loan rather than the nature of the assets purchased by those funds. Based on this understanding, the Company elected to use a portfolio approach to discount rates, applying corporate rates to the tranches of leases based on lease terms. Based on the Company's risk rating, the Company applied the following discount rates for new leases entered into during the ~~third~~first quarter of ~~2024~~2025: (1) 1-2 years, 65.7562% (2) 3-4 years, 76.3421% (3) 5-9 years, 76.6855% and (4) 10+ years, 87.4027%.

Right of use assets and lease liabilities at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 are summarized as follows:

Right of use assets

~~September~~March 3031, ~~2024~~2025

December 31, ~~2023~~2024

Operating leases

15,~~547~~598

1715,~~763~~320

Finance leases

1,~~783~~678

21,~~101~~730

Total

17,~~330~~276

1917,~~864~~050

Lease liabilities - current

~~September~~March 3031, ~~2024~~2025

December 31, ~~2023~~2024

Operating leases

3,~~211~~726

3,~~949~~134

Finance leases

~~192~~197

~~272~~194

Total

3,~~403~~923

43,~~221~~328

Lease liabilities - non-current

~~September~~March 3031, ~~2024~~2025

December 31, ~~2023~~2024

Operating leases

1312,~~089~~445

1412,~~601~~967

Finance leases

1,~~798~~698

1,~~943~~749

Total

14,~~887~~143

1614,~~544~~716

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For the three months ended March 31, 2025 and 2024, the Company's total lease costs were as follows, which included amounts recognized in earnings, amounts capitalized on the balance sheets, and the cash flows arising from lease transactions:


	Three Months Ended March 31,
	2025			2024
Lease Cost
Operating lease cost	$	1,325		$	1,341

Finance lease cost
Amortization of ROU asset	52			60
Interest on lease liabilities	24			27
Total finance lease	76			87

Total lease cost	$	1,401		$	1,428

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,357		$	1,333
Operating cash flows from finance leases	24			27
Financing cash flows from finance leases	49			57
	$	1,430		$	1,417

Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed	$	1,202		$	398

Weighted-average remaining lease term - operating leases	8.84 years			9.25 years
Weighted-average remaining lease term - finance leases	8.12 years			8.86 years

Weighted-average discount rate - operating leases	7.6		%	7.5		%
Weighted-average discount rate - finance leases	5.1		%	5.0		%

Rent expense charged to operations under operating lease agreements for the three months ended March 31, 2025 and 2024 aggregated to approximately $1,325 and $1,341, respectively.

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at March 31, 2025 are as follows:


Year
April 1, 2025 to December 31, 2025	$	3,900
2026	4,642
2027	3,253
2028	2,488
2029	2,014
2030	1,815
Thereafter	4,259
Total minimum lease payments	$	22,371

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For the three and nine months ended September 30, 2024 and 2023, the Company's total lease costs were as follows, which included amounts recognized in earnings, amounts capitalized on the balance sheets, and the cash flows arising from lease transactions:

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2024			2023			2024			2023
Lease Cost
Operating lease cost	$	1,365		$	1,326		$	4,057		$	3,972
Finance lease cost
Amortization of ROU asset	59			61			179			181
Interest on lease liabilities	25			29			79			87
Total finance lease	84			90			258			268
Total lease cost	$	1,449		$	1,416		$	4,315		$	4,240
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,362		$	1,232		$	4,056		$	3,441
Operating cash flows from finance leases	25			29			79			87
Financing cash flows from finance leases	58			56			169			166
	$	1,445		$	1,317		$	4,304		$	3,694
Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed	$	61		$	1,110		$	1,225		$	3,715
Weighted-average remaining lease term - operating leases	9.18 years			5.49 years			9.18 years			5.49 years
Weighted-average remaining lease term - finance leases	8.62 years			9.29 years			8.62 years			9.29 years
Weighted-average discount rate - operating leases	7.6		%	4.3		%	7.6		%	4.3		%
Weighted-average discount rate - finance leases	5.1		%	5.0		%	5.1		%	5.0		%

Rent expense charged to operations under operating lease agreements for the three and nine months ended September 30, 2024 aggregated to approximately $1,365 and $4,057, respectively, and $1,326 and $3,972 for the three and nine months ended September 30, 2023, respectively.

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at September 30, 2024 are as follows:

Year
October 1, 2024 to December 31, 2024	$	1,418
2025	4,717
2026	4,112
2027	2,947
2028	2,293
2029	1,841
Thereafter	5,828
Total minimum lease payments	$	23,156

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NOTE 19 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

On May 28, 2019, the Company entered into a pay-fixed (2.05%), receive-floating interest rate swap with a notional amount of $108,569 and a maturity date of June 27, 2023, which was designated as cash flow hedge. The net interest income related to the interest rate swap contract was $0 and $1,518 for the three and nine months ended September 30, 2023, respectively. There was no such income for the three and nine months ended September 30, 2024 as the interest rate swap was settled on its maturity date of June 27, 2023. The net interest income was recorded in the condensed consolidated statements of earnings under "Interest expense, net."

On May 28, 2019, the Company also entered into a pay-fixed (0.00%), receive-fixed (2.05%) cross-currency swap to manage foreign exchange risk related to the Company's net investment in Chemogas, which was designated as net investment hedge. The derivative had a notional amount of $108,569, an effective date of May 28, 2019, and a maturity date of June 27, 2023. The interest income related to the cross-currency swap contract was $0 and $1,119 for the three and nine months ended September 30, 2023, respectively. There was no such income for the three and nine months ended September 30, 2024 as the cross-currency swap was settled on its maturity date of June 27, 2023. The interest income was recorded in the condensed consolidated statements of earnings under "Interest expense, net."

The Company settled its derivative instruments on their maturity date of June 27, 2023 and had no other derivatives outstanding as of September 30, 2024. The proceeds from the settlement of the cross-currency swap in the amount of $2,740 were classified as investing activities in the Consolidated Statements of Cash Flows in the second quarter of 2023.

Losses on our hedging instruments were recognized in accumulated other comprehensive income (loss) and categorized as follows for the three and nine months ended September 30, 2023. There were no such losses for the three and nine months ended September 30, 2024:

	Location within Statements of Comprehensive Income	Three Months EndedSeptember 30, 2023		Nine Months EndedSeptember 30, 2023
Cash flow hedge (interest rate swap), net of tax	Unrealized (loss) on cash flow hedge, net	$	—	$	(1,065)
Net investment hedge (cross-currency swap), net of tax	Net foreign currency translation adjustment	—		(1,455)
Total		$	—	$	(2,520)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

(All amounts in thousands, except share and per share data)

Forward-Looking Statements

This report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our expectation or belief concerning future events that involve risks and uncertainties. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar expressions generally intended to identify forward-looking statements. Actions and performance could differ materially from what is contemplated by the forward-looking statements contained in this report. Factors that might cause differences from the forward-looking statements include those referred to or identified in Item 1A of the Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 and other factors that may be identified elsewhere in this report. Reference should be made to such factors and all forward-looking statements are qualified in their entirety by the above cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that may affect our forward-looking statements include, among other things: (1) our ability to manage risks associated with our sales to customers and manufacturing operations outside the United States, including changes in tariffs, sanctions, trade restrictions and trade relations, political and economic instability and geopolitical tensions; (2) supply chain disruptions due to political unrest, terrorist acts, and national and international conflicts; (3) reliability and sufficiency of our manufacturing facilities; (4) our ability to recruit and retain a highly qualified and motivated workforce; (5) our ability to effectively manage labor relations; (6) the effects of global climate change or other unexpected events, including global health crises, that may disrupt our operations; (7) our ability to manage risks related to our information technology and operational technology systems and cybersecurity; (8) our reliance on third-party vendors for many of the critical elements of our global information and operational technology infrastructure and their failure to provide effective support for such infrastructure; (9) disruption and breaches of our information systems; (10) increased competition and our ability to anticipate evolving trends in the market; (11) global economic conditions, including inflation, recession, changes in tariffs and trade relations; (12) raw material shortages or price increases; (13) currency translation and currency transaction risks; (14) interest rate risks; (15) our ability to successfully consummate and manage acquisitions, joint ventures and divestitures; (16) our ability to effectively manage and implement restructuring initiatives or other organizational changes; (17) changes in our relationships with our vendors, changes in tax or trade policy, interruptions in our operations or supply chain, political or financial instability and geopolitical tensions; (18) adverse publicity or consumer concern regarding the safety or quality of food products containing our products; (19) the outcome of any litigation, governmental investigations or proceedings; (20) product liability claims and recalls; (21) our ability to protect our brand reputation and trademarks; (22) claims of infringement of intellectual property rights by third parties; (23) risks related to corporate social responsibility and reputational matters; (24) improper conduct by any of our employees, agents or business partners; (25) changes to, or changes in interpretations of, current laws and regulations, and loss of governmental permits and approvals; and (26) regulatory requirements for ethylene oxide users that have impacted, and may continue to impact, such users’ ability to use the ethylene oxide process to sterilize medical devices, among other things.

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Factors that may affect our forward-looking statements include, among other things: (1) adverse impacts to our business operations due to pandemics, epidemics or other public health emergencies; (2) our ability to manage risks associated with our sales to customers and manufacturing operations outside the United States; (3) supply chain disruptions due to political unrest, terrorist acts, and national and international conflicts; (4) reliability and sufficiency of our manufacturing facilities; (5) our ability to recruit and retain a highly qualified and diverse workforce; (6) our ability to effectively manage labor relations; (7) the effects of global climate change or other unexpected events, including global health crises, that may disrupt our operations; (8) our ability to manage risks related to our information technology and operational technology systems and cybersecurity; (9) our reliance on third-party vendors for many of the critical elements of our global information and operational technology infrastructure and their failure to provide effective support for such infrastructure; (10) disruption and breaches of our information systems; (11) increased competition and our ability to anticipate evolving trends in the market; (12) global economic conditions, including inflation, recession, changes in tariffs and trade relations; (13) raw material shortages or price increases; (14) currency translation and currency transaction risks; (15) interest rate risks; (16) our ability to successfully consummate and manage acquisitions, joint ventures and divestitures; (17) our ability to effectively manage and implement restructuring initiatives or other organizational changes; (18) changes in our relationships with our vendors, changes in tax or trade policy, interruptions in our operations or supply chain; (19) adverse publicity or consumer concern regarding the safety or quality of food products containing our products; (20) the outcome of any litigation, governmental investigations or proceedings; (21) product liability claims and recalls; (22) our ability to protect our brand reputation and trademarks; (23) claims of infringement of intellectual property rights by third parties; (24) risks related to corporate social responsibility and reputational matters; (25) improper conduct by any of our employees, agents or business partners; (26) changes to, or changes in interpretations of, current laws and regulations, and loss of governmental permits and approvals; and (27) ability of our customers to use the ethylene oxide process to sterilize medical devices.

Overview

We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, performance gases, plant nutrition and industrial markets. Our three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition & Health, Animal Nutrition & Health, and Specialty Products. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".

Balchem is committed to solving today's challenges to shape a healthier tomorrow by operating responsibly and providing innovative solutions for the health and nutritional needs of the world. Sustainability is at the heart of our company's vision to make the world a healthier place, and weplays ~~proudly~~an ~~support~~important ~~the~~role ~~Ten~~in ~~Principles~~our ofstrategies ~~the~~and ~~United~~in ~~Nations~~long-term ~~Global~~value ~~Compact~~creation onfor ~~human~~our ~~rights, labor, environment and anti-corruption~~stakeholders. Our ~~Sustainability~~framework ~~Framework~~ focuses on the sustainability topics most ~~critical~~relevant ~~Environmental,~~to ~~Social~~our business and stakeholders, and ~~Governance~~has ~~topics~~been ~~relevant~~fully tointegrated into our ~~business~~governance structure and ~~stakeholders~~everyday operations . We are very proud of our significant progress relating to the Company's corporate social responsibilities and will continue to foster these fundamental principles broadly along our entire value chain, develop new ideas and technologies that help us work smarter, and help build a world that is a better place to live.

As of September 30, 2024, we employed approximately 1,300 full time employees worldwide. We are seeing some modest improvement in most relevant labor markets and we believe that we have been successful in attracting skilled and experienced personnel in a competitive environment and that our human capital resources are adequate to perform all business functions. In addition, we continue to enhance technology to further optimize productivity and performance.23

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As of March 31, 2025, we employed approximately 1,379 full time employees worldwide. We are seeing some improvement in the labor markets and we feel that our team has been successful in attracting and retaining skilled and experienced employees in a competitive landscape. Additionally, we continue to enhance and leverage our existing technology capabilities to further optimize productivity and performance, and explore new solutions to drive efficiencies.

Segment Results

We sell products for all three segments through our own sales force, independent distributors, and sales agents.

The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024:

Business Segment Net Sales

Three Months ~~EndedSeptember~~EndedMarch 3031,

~~Nine Months EndedSeptember 30,~~

2024

2023

2024

2023

2025

2024

Human Nutrition & Health

~~152~~158,~~283~~457

~~144~~152,~~455~~744

~~452,955~~

~~412,777~~

Animal Nutrition & Health

5257,~~906~~277

53,~~944~~921

~~156,384~~

~~180,162~~

Specialty Products

33,~~191~~275

3031,~~004~~613

~~99,898~~

~~94,961~~

Other and Unallocated (1)

1,~~560~~510

1,~~545~~381

~~4,443~~

~~5,840~~

Total

~~239~~250,~~940~~519

~~229~~239,~~948~~659

~~713,680~~

~~693,740~~

Business Segment Earnings From Operations

Three Months ~~EndedSeptember~~EndedMarch 3031,

~~Nine Months EndedSeptember 30,~~

2024

2023

2024

2023

2025

2024

Human Nutrition & Health

3537,~~578~~974

3133,~~275~~257

~~102,202~~

~~77,209~~

Animal Nutrition & Health

35,~~529~~236

52,~~070~~060

~~8,282~~

~~22,230~~

Specialty Products

109,~~516~~585

8,~~740~~199

~~29,943~~

~~25,984~~

Other and Unallocated (1)

(1,~~631~~780)

(1,~~471~~840)

~~(4,962)~~

~~(4,565)~~

Total

4751,~~992~~015

4341,~~614~~676

~~135,465~~

~~120,858~~

(1) Other and Unallocated consists of a few minor businesses which individually do not meet the quantitative thresholds for separate presentation and corporate expenses that have not been allocated to a segment. Unallocated corporate expenses consist of: ~~(i)~~transaction ~~Transaction~~ and integration costs of $~~223~~489 and $~~795~~440 for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively,~~ and ~~$384 and $1,600 for the three and nine months ended September 30, 2023, respectively, and (ii) Unallocated amortization expense of $0 and $0 for the three and nine months ended September 30,~~ 2024, respectively~~, and $0 and $312 for the three and nine months ended September 30, 2023, respectively, related to an intangible asset in connection with a company-wide ERP system implementation~~.

Results of Operations - Three Months Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

Net Earnings

Three Months Ended September 30,

Increase(Decrease)

Three Months Ended March 31,

Increase(Decrease)

(in thousands)

~~2024~~2025

~~2023~~2024

% Change

Net sales

~~239~~250,~~940~~519

~~229~~239,~~948~~659

910,~~992~~860

4.35

Gross margin

8588,~~361~~168

7681,~~544~~514

86,~~817~~654

118.52

Operating expenses

37,~~369~~153

3239,~~930~~838

4(2,~~439~~685)

13(6.57)

Earnings from operations

4751,~~992~~015

4341,~~614~~676

49,~~378~~339

1022.04

Interest and other expenses

43,~~099~~075

74,~~139~~826

(31,~~040~~751)

(4236.63)

Income tax expense

10,~~056~~887

7,~~400~~864

23,~~656~~023

3538.94

Net earnings

3337,~~837~~053

2928,~~075~~986

48,~~762~~067

1627.48

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Net Sales

Three Months Ended September 30,

Increase(Decrease)

Three Months Ended March 31,

Increase(Decrease)

(in thousands)

~~2024~~2025

~~2023~~2024

% Change

Human Nutrition & Health

~~152~~158,~~283~~457

~~144~~152,~~455~~744

75,~~828~~713

53.47

Animal Nutrition & Health

5257,~~906~~277

53,~~944~~921

(13,~~038)~~356

(16.9)2

Specialty Products

33,~~191~~275

3031,~~004~~613

31,~~187~~662

105.63

Other

1,~~560~~510

1,~~545~~381

15129

19.03

Total

~~239~~250,~~940~~519

~~229~~239,~~948~~659

910,~~992~~860

4.35

•The increase in net sales within the Human Nutrition & Health segment for the ~~third~~first quarter of ~~2024~~2025 as compared to the ~~third~~first quarter of ~~2023~~2024 was ~~primarily~~ driven by higher sales within both the ~~minerals~~food ingredients and ~~nutrients~~solutions ~~business~~businesses and the ~~food~~nutrients ~~and beverage markets~~business. Total sales for this segment grew 53.47%, with ~~volume~~average ~~and~~selling ~~mix~~prices contributing 43.76%, ~~average~~volume ~~selling~~and ~~prices~~mix contributing 0.6%, and the change in foreign currency exchange rates contributing -0.14%.

•The ~~decrease~~increase in net sales within the Animal Nutrition & Health segment for the ~~third~~first quarter of ~~2024~~2025 compared to the ~~third~~first quarter of ~~2023~~2024 was driven by ~~lower~~higher sales in the ~~monogastric~~ruminant species markets, partially offset by ~~higher~~lower sales in the ~~ruminant~~monogastric species markets. Total sales for this segment ~~decreased~~increased by 16.92%, with volume and mix contributing 4.5%, average selling prices contributing -52.3%, and the change in foreign currency exchange rates contributing -0.26%~~, and volume and mix contributing 3~~.~~2%.~~

•The increase in net sales within the Specialty Products segment for the ~~third~~first quarter of ~~2024~~2025 compared to the ~~third~~first quarter of ~~2023~~2024 was due to higher sales in both the performance gases ~~business~~ and ~~the~~ plant nutrition ~~business~~businesses. Total sales for this segment increased by 105.63%, with volume and mix contributing 63.59%, average selling prices contributing 32.71%, and the change in foreign currency exchange rates contributing -0.47%.

•Sales relating to Other increased slightly from the prior year primarily due to higher ~~volumes~~average ~~and~~selling ~~mix~~prices, partially offset by lower ~~average~~volumes ~~selling~~and ~~prices~~mix.

•Sales may fluctuate in future periods based on macroeconomic conditions, competitive dynamics, changes in customer preferences, and our ability to successfully introduce new products to the market.

Gross Margin

	Three Months Ended September 30,						Increase(Decrease)
	Three Months Ended March 31,						Increase(Decrease)
(in thousands)	~~2024~~2025			~~2023~~2024					% Change
Gross margin	$	8588,~~361~~168		$	7681,~~544~~514		$	86,~~817~~654	118.52	%
% of net sales	35.62		%	3334.30		%

Gross margin dollars increased in the ~~third~~first quarter of ~~2024~~2025 compared to the ~~third~~first quarter of ~~2023~~2024 due to higher sales and a favorable mix.

Operating Expenses

	Three Months Ended September 30,						Increase(Decrease)
	Three Months Ended March 31,						Increase(Decrease)
(in thousands)	~~2024~~2025			~~2023~~2024					% Change
Operating expenses	$	37,~~369~~153		$	3239,~~930~~838		$	4(2,~~439~~685)	13(6.57)	%
% of net sales	1514.68		%	1416.36		%

The ~~increase~~decrease in operating expenses in the ~~third~~first quarter of ~~2024~~2025 compared to the ~~third~~first quarter of ~~2023~~2024 was primarily due to anlower ~~increase~~amortization inexpense ~~compensation-related costs~~ of $32,~~836~~287 and ana ~~increase~~decrease in ~~transaction~~compensation-related costs of $31,~~339~~197, partially offset by ahigher ~~decrease~~professional inservices ~~amortization expense~~ of $31,~~168~~237.

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Earnings from Operations

Three Months Ended September 30,

Increase(Decrease)

Three Months Ended March 31,

Increase(Decrease)

(in thousands)

~~2024~~2025

~~2023~~2024

% Change

Human Nutrition & Health

3537,~~578~~974

3133,~~275~~257

4,~~303~~717

1314.82

Animal Nutrition & Health

35,~~529~~236

52,~~070~~060

(13,~~541)~~176

~~(30~~154.4)2

Specialty Products

109,~~516~~585

8,~~740~~199

1,~~776~~386

2016.39

Other and unallocated

(1,~~631~~780)

(1,~~471~~840)

~~(160)~~60

~~(10~~3.9)3

Earnings from operations

4751,~~992~~015

4341,~~614~~676

49,~~378~~339

1022.04

% of net sales (operating margin)

20.04

1917.04

•Human Nutrition & Health segment earnings from operations increased $4,~~303~~717 primarily due to the gross margin contribution of $53,~~786~~712. The increase in gross margin was primarily due to the aforementioned higher sales and a favorable mix. This was partially offset by an increase in operating expenses of $1,484 due to the impact of favorable adjustments to transaction costs in the prior year of $2,800 and higher compensation-related costs of $1,882, partially offset by a decrease in amortization expense of $3,121.

•Animal Nutrition & Health segment earnings from operations ~~decreased~~increased $13,~~541~~176 primarily due to ~~higher~~the ~~operating~~gross ~~expenses~~margin ~~driven~~contribution ~~by the impact~~ of ~~favorable~~$2,674. ~~adjustments~~The toincrease ~~transaction~~in ~~costs~~gross inmargin ~~the~~was ~~prior~~primarily ~~year~~due ofto ~~$700~~the ~~and~~aforementioned higher ~~compensation-related~~sales ~~costs~~and ofa ~~$378~~favorable mix.

•Specialty Products segment earnings from operations increased $1,~~776~~386 primarily due to ~~the~~lower ~~gross~~operating ~~margin~~expenses, ~~contribution~~driven ofby ~~$3,460. The~~a ~~increase~~decrease in ~~gross~~compensation-related ~~margin~~costs, ~~was~~and ~~primarily due to~~ the aforementioned higher sales ~~and a favorable mix~~. ~~This~~ ~~was partially offset by higher operating expenses of $1,683 primarily due to an increase in compensation-related costs of $1,395.~~

•The ~~decrease~~increase in Other and unallocated was primarily driven by a decrease in ~~gross~~operating ~~margin~~expenses.

Other Expenses (Income)

Three Months Ended September 30,

Increase(Decrease)

Three Months Ended March 31,

Increase(Decrease)

(in thousands)

~~2024~~2025

~~2023~~2024

% Change

Interest expense, net

42,~~071~~924

65,~~594~~398

(2,~~523~~474)

(3845.38)

Other expense (income), net

28151

~~545~~(572)

~~(517)~~723

~~(94~~126.9)4

43,~~099~~075

74,~~139~~826

(31,~~040~~751)

(4236.63)

Interest expense for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The decrease in net interest expense is due to lower outstanding borrowings.

Income Tax Expense

	Three Months Ended September 30,						Increase(Decrease)
	Three Months Ended March 31,						Increase(Decrease)
(in thousands)	~~2024~~2025			~~2023~~2024					% Change
Income tax expense	$	10,~~056~~887		$	7,~~400~~864		$	23,~~656~~023	3538.94	%
Effective tax rate	22.97		%	2021.3		%

The higher effective tax rate was primarily due to lower tax benefits from stock-based compensation ~~and certain higher U~~.~~S. state taxes.~~

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Results of Operations - Nine Months Ended September 30, 2024 and 2023

	Nine Months Ended September 30,				Increase(Decrease)
(in thousands)	2024		2023				% Change
Net sales	$	713,680	$	693,740	$	19,940	2.9	%
Gross margin	249,869		227,063		22,806		10.0	%
Operating expenses	114,404		106,205		8,199		7.7	%
Earnings from operations	135,465		120,858		14,607		12.1	%
Interest and other expenses	13,496		16,864		(3,368)		(20.0)	%
Income tax expense	27,077		22,099		4,978		22.5	%
Net earnings	$	94,892	$	81,895	$	12,997	15.9	%

	Nine Months Ended September 30,				Increase(Decrease)
(in thousands)	2024		2023				% Change
Human Nutrition & Health	$	452,955	$	412,777	$	40,178	9.7	%
Animal Nutrition & Health	156,384		180,162		(23,778)		(13.2)	%
Specialty Products	99,898		94,961		4,937		5.2	%
Other	4,443		5,840		(1,397)		(23.9)	%
Total	$	713,680	$	693,740	$	19,940	2.9	%

•The increase in net sales within the Human Nutrition & Health segment for the nine months ended September 30, 2024 as compared to 2023 was primarily driven by higher sales within the minerals and nutrients business. Total sales for this segment grew 9.7%, with volume and mix contributing 8.6% and average selling prices contributing 1.2%.

•The decrease in net sales within the Animal Nutrition & Health segment for the nine months ended September 30, 2024 as compared to 2023 was driven by lower sales in both the monogastric and ruminant species markets. Total sales for this segment decreased by 13.2%, with average selling prices contributing -7.4% and volume and mix contributing -5.9%.

•The increase in net sales within the Specialty Products segment for the nine months ended September 30, 2024 as compared to 2023 was due to higher sales in the performance gases market, partially offset by lower sales in the plant nutrition business. Total sales for this segment increased by 5.2%, with average selling prices contributing 3.7% and volume and mix contributing 1.5%.

•Sales relating to Other decreased from the prior year due to lower average selling prices.

	Nine Months Ended September 30,						Increase(Decrease)
(in thousands)	2024			2023					% Change
Gross margin	$	249,869		$	227,063		$	22,806	10.0	%
% of net sales	35.0		%	32.7		%

Gross margin dollars increased in the nine months ended September 30, 2024 as compared to 2023 due to higher sales, a favorable mix and a decrease in cost of goods sold of $2,866. The 0.6% decrease in cost of goods sold was mainly driven by certain lower manufacturing input costs.

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	Nine Months Ended September 30,						Increase(Decrease)
(in thousands)	2024			2023					% Change
Operating expenses	$	114,404		$	106,205		$	8,199	7.7	%
% of net sales	16.0		%	15.3		%

The increase in operating expenses for the nine months ended September 30, 2024 as compared to 2023 was primarily due to the impact of favorable adjustments to transaction costs in the prior year of $9,900, an increase in compensation-related costs of $7,353, and an increase in outside services of $1,877, partially offset by a decrease in restructuring-related impairment charges of $7,243, and a decrease in amortization expense of $5,772.

	Nine Months Ended September 30,						Increase(Decrease)
(in thousands)	2024			2023					% Change
Human Nutrition & Health	$	102,202		$	77,209		$	24,993	32.4	%
Animal Nutrition & Health	8,282			22,230			(13,948)		(62.7)	%
Specialty Products	29,943			25,984			3,959		15.2	%
Other and unallocated	(4,962)			(4,565)			(397)		(8.7)	%
Earnings from operations	$	135,465		$	120,858		$	14,607	12.1	%
% of net sales (operating margin)	19.0		%	17.4		%

•Human Nutrition & Health segment earnings from operations increased $24,993 primarily due to an increase in gross margin of $29,312. The increase in gross margin was primarily due to the aforementioned higher sales, a favorable mix, and certain lower manufacturing input costs.

•Animal Nutrition & Health segment earnings from operations decreased $13,948 primarily due to a decrease in gross margin of $12,313. The decrease in gross margin was primarily due to the aforementioned lower sales and unfavorable mix, partially offset by certain lower manufacturing input costs.

•Specialty Products segment earnings from operations increased $3,959 primarily due to an increase in gross margin of $7,152. The increase in gross margin was primarily due to the aforementioned higher sales and certain lower manufacturing input costs. This was partially offset by an increase in operating expenses of $3,193 mainly due to higher compensation-related costs.

•The decrease in Other and unallocated was primarily driven by the aforementioned lower sales, partially offset by lower unallocated corporate expenses.

	Nine Months Ended September 30,				Increase(Decrease)
(in thousands)	2024		2023				% Change
Interest expense, net	$	13,709	$	17,322	$	(3,613)	(20.9)	%
Other (income), net	(213)		(458)		245		(53.5)	%
	$	13,496	$	16,864	$	(3,368)	(20.0)	%

Interest expense for the nine months ended September 30, 2024 and 2023 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The decrease in net interest expense is due to lower outstanding borrowings.

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	Nine Months Ended September 30,						Increase(Decrease)
(in thousands)	2024			2023					% Change
Income tax expense	$	27,077		$	22,099		$	4,978	22.5	%
Effective tax rate	22.2		%	21.3		%

The higher effective tax rate was primarily due to lower tax benefits from stock-based compensation and certain higher state taxes.

Liquidity and Capital Resources

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, there were no material changes outside the ordinary course of business in the specified contractual obligations set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. We expect our operations to continue generating sufficient cash flow to fund working capital requirements and necessary capital investments. We are actively pursuing additional acquisition candidates. We could seek additional bank loans or access to financial markets to fund such acquisitions, our operations, working capital, necessary capital investments or other cash requirements should we deem it necessary to do so.

Cash

Cash and cash equivalents increased to $7349,~~694~~901 at ~~September~~March 3031, ~~2024~~2025 from $6449,~~447~~515 at December 31, ~~2023~~2024. At ~~September~~March 3031, ~~2024~~2025, the Company had $7144,~~878~~380 of cash and cash equivalents held by foreign subsidiaries. We presently intend to permanently reinvest these funds in foreign operations by continuing to make additional plant related investments, and potentially invest in partnerships or acquisitions; therefore, we do not currently expect to repatriate these funds in order to fund U.S. operations or obligations. However, if these funds are needed for U.S. operations, we could be required to pay additional withholding taxes to repatriate these funds. Working capital was $~~216~~200,~~549~~684 at ~~September~~March 3031, ~~2024~~2025 as compared to $~~165~~156,~~751~~085 at December 31, ~~2023~~2024, an increase of $5044,~~798~~599. Significant cash payments during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 included ~~net repayments on~~ the ~~revolving loan of $82,569, income taxes paid of $31,575, the~~ payment of the ~~2023~~2024 declared dividend in ~~2024~~2025 of $2528,~~572~~263, ~~and~~ capital expenditures and intangible assets acquired of $225,~~936~~559, and repurchases of common stock of $5,325.

Nine Months Ended September 30,

Increase(Decrease)

Three Months Ended March 31,

Increase(Decrease)

(in thousands)

~~2024~~2025

~~2023~~2024

% Change

Cash flows provided by operating activities

~~129~~36,~~682~~457

~~116~~33,~~355~~388

133,~~327~~069

119.52

Cash flows used in investing activities

(225,~~777~~912)

(226,~~948~~739)

~~171~~827

012.73

Cash flows used in financing activities

(9831,~~602~~969)

(8330,~~175~~023)

(151,~~427~~946)

(186.5)

Operating Activities

The increase in cash flows from operating activities was primarily driven by the increase in net earnings, partially offset by the decrease of depreciation and amortization and the impact from changes in working capital.

Investing Activities

We continue to invest in corporate projects, improvements across all production facilities, and intangible assets. Total investments in property, plant and equipment and intangible assets were $225,~~936~~559 and $266,~~177~~910 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively.

Financing Activities

During ~~2024~~2025, we borrowed $2629,000 ~~under~~to fund the ~~2022~~2024 ~~Credit~~dividend ~~Agreement~~and bonus payments and made total loan payments of $~~108~~29,~~569~~000, resulting in $~~323~~360,000 available under the 2022 Credit Agreement (see Note 7, Revolving Loan) as of ~~September~~March 3031, ~~2024~~2025.

31We have an approved stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 3,174,897 shares have been repurchased. We intend to acquire shares from time to time at prevailing market prices if and to the extent we deem it is advisable to do so based on our assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. We also purchase (withhold) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan. Share repurchases are funded with existing cash on hand.

Proceeds from stock options exercised were $1,668 and $8,791 for the three months ended March 31, 2025 and 2024, respectively. Dividend payments were $28,263 and $25,555 for the three months ended March 31, 2025 and 2024, respectively.

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We have an approved stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 3,140,215 shares have been purchased. We intend to acquire shares from time to time at prevailing market prices if and to the extent we deem it is advisable to do so based on our assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. We also purchase (withhold) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan. Share repurchases are funded with existing cash on hand.

Proceeds from stock options exercised were $15,084 and $3,888 for the nine months ended September 30, 2024 and 2023, respectively. Dividend payments were $25,572 and $22,872 for the nine months ended September 30, 2024 and 2023, respectively.

Other Matters Impacting Liquidity

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we have a liability of $46,~~825~~786 and $46,~~650~~720, respectively, for uncertain tax positions, including the related interest and penalties, recorded in accordance with ASC 740-10, for which we are unable to reasonably estimate the timing of settlement, if any.

We currently provide postretirement benefits in the form of two retirement medical plans, as discussed in Note 14, Employee Benefit Plans. The liabilities recorded in "Other long-term obligations" on the condensed consolidated balance sheets as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 were $1,~~381~~446 and $1,~~395~~522, respectively, and the plans are not funded. Historical cash payments made under these plans have typically been less than $200 per year. We do not anticipate any changes to the payments made in the current year for the plans.

Chemogas has an unfunded defined benefit plan. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amounts recorded for this obligation on our balance sheets as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 was $~~405~~690 and $~~420~~613, respectively, and was included in "Other long-term obligations" on the condensed consolidated balance sheets.

We provide an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust and are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability was $11,653 as of ~~September~~March 3031, ~~2024~~2025, ~~and~~of ~~December 31~~which $11,633 ~~2023~~was included in "Other long-term obligations" and $20 was included in "Accrued compensation and other benefits" on our consolidated balance sheets. The deferred compensation liability was $11,~~432~~470 ~~and~~as ~~$10~~of December 31,~~188,~~ ~~respectively~~2024, ~~and~~of which $11,449 was included in "Other long-term obligations" onand ~~the~~$21 ~~condensed~~was included in "Accrued compensation and other benefits" on our consolidated balance sheets. The related rabbi trust assets were $11,~~429~~642 ~~and~~as ~~$10~~of March 31,~~188~~ as2025, of ~~September 30~~which $11,622 ~~2024~~was included in "Other non-current assets" and $20 was included in "Other current assets" on the condensed consolidated balance sheets. The rabbi trust assets were $11,465 as of December 31, ~~2023,~~2024 ~~respectively,~~ and were included in "Other non-current assets" on the condensed consolidated balance sheets.

Significant Accounting Policies

There were no changes to our Significant Accounting Policies, as described in our December 31, ~~2023~~2024 Annual Report on Form 10-K, during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.

Related Party Transactions

We were engaged in related party transactions with St. Gabriel CC Company, LLC during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025. Refer to Note 17, Related Party Transactions.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our cash and cash equivalents are held primarily in checking accounts, certificates of deposit, and money market investment funds. In 2019, we entered into an interest rate swap and cross-currency swap for hedging purposes. This derivative settled on its maturity date of June 27, 2023. Refer to details noted above (see Note 19, Derivative Instruments and Hedging Activities). Additionally, as of ~~September~~March 3031, ~~2024~~2025, our borrowings were under a revolving loan bearing interest at a fluctuating rate as defined by the 2022 Credit Agreement plus an applicable rate (See Note 7, Revolving Loan). The applicable rate is based upon our consolidated net leverage ratio, as defined in the 2022 Credit Agreement. A 100 basis point increase or decrease in interest rates, applied to our borrowings at ~~September~~March 3031, ~~2024~~2025, would result in an increase or decrease in annual interest expense and a corresponding reduction or increase in cash flow of approximately $21,~~270~~900. We are exposed to commodity price risks, including prices of our primary raw materials. Our objective is to seek a reduction in the potential negative earnings impact of raw material pricing arising in our business activities. We manage these financial exposures, where possible, through pricing and operational means. Our practices may change as economic conditions change.

Interest Rate Risk

We have exposure to market risk for changes in interest rates, including the interest rate relating to the 2022 Credit Agreement. In the second quarter of 2019, we began to manage our interest rate exposure through the use of derivative instruments. These derivatives were utilized for risk management purposes, and were not used for trading or speculative purposes. We hedged a portion of our floating interest rate exposure using an interest rate swap (see Note 19, Derivative Instruments and Hedging Activities), which settled on its maturity date of June 27, 2023.

Foreign Currency Exchange Risk

The financial condition and results of operations of our foreign subsidiaries are reported in local currencies and then translated into U.S. dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Therefore, we are exposed to foreign currency exchange risk related to these currencies. In 2019, we entered into a cross-currency swap, with a notional amount of $108,569, which we designated as a hedge of our net investment in Chemogas (see Note 19, Derivative Instruments and Hedging Activities). This derivative settled on its maturity date of June 27, 2023.

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Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Prior to filing this report, we completed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act as of ~~September~~March 3031, ~~2024~~2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September~~March 3031, ~~2024~~2025.

(b) Changes in Internal Controls

There have been no changes in the internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended ~~September~~March 3031, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, from time to time, including commercial and contract disputes, labor and employment matters, product liability claims, environmental liabilities, trade regulation matters, intellectual property disputes and tax-related matters. Further, in connection with normal operations at our plant facilities, our manufacturing sites may, from time to time, be subject to inspections or inquiries by the EPA and other agencies. To the extent any consent orders or other agreements are entered into as a result of findings from such inspections or inquiries, the Company is committed to ensuring compliance with such orders or agreements.

Information with respect to certain legal proceedings is included in Note 15, Commitments and Contingencies, to our consolidated financial statements for the quarter ended ~~September~~March 3031, ~~2024~~2025 contained in this Quarterly Report on Form 10-Q, and is incorporated herein by reference.

In our opinion, we do not expect pending legal matters to have a material adverse effect on our consolidated financial position, results of operations, liquidity or cash flows.

Item 1A. Risk Factors

There have been no material changes in the Risk Factors identified in the Company's Annual report on Form 10-K for the year ended December 31, ~~2023~~2024. For a further discussion of our Risk Factors, refer to the "Risk Factors" discussion contained in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the share repurchase activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025:

	Total Number of SharesPurchased (1)	Average Price Paid Per Share		Total Number of SharesPurchased asPart of Publicly Announced Plans orPrograms (2)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under thePlans or Programs (2)(3)
January 1-31, 2024	504	$	140.87	504	$	92,895,219
January 1-31, 2025	—	$	—	—	$	103,418,864
February 1-29, 2024	35,618	$	144.07	35,618	$	89,872,019
February 1-28, 2025	32,369	$	161.90	32,369	$	95,302,085
March 1-31, 2024	—	$	—	—	$	89,872,019
March 1-31, 2025	500	$	167.48	500	$	98,501,855
First Quarter	3632,~~122~~869			3632,~~122~~869
April 1-30, 2024	72	$	152.79	72	$	95,300,929
(1) The Company repurchased (withheld) shares from employees solely in connection with the tax settlement of vested shares under the Company's omnibus incentive plan.
May 1-31, 2024	—	$	—	—	$	95,300,929
(2) Our Board of Directors has approved a stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 3,174,897 shares have been purchased. Other than shares withheld for tax purposes, as described in footnote 1 above, no share repurchases were made under the Company's stock repurchase program during the three months ended March 31, 2025. There is no expiration for this program.
June 1-30, 2024	—	$	—	—	$	95,300,929
Second Quarter	72			72
July 1-31, 2024	616	$	180.78	616	$	112,647,995
August 1-31, 2024	299	$	173.19	299	$	107,866,715
September 1-30, 2024	—	$	—	—	$	107,866,715
Third Quarter	915			915
Total	37,109			37,109
(1) The Company repurchased (withheld) shares from employees solely in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan.
(2) Our Board of Directors has approved a stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 3,140,215 shares have been purchased. Other than shares withheld for tax purposes, as described in footnote 1 above, no share repurchases were made under the Company's stock repurchase program during the three and nine months ended September 30, 2024. There is no expiration for this program.
(3) Dollar amounts in this column equal the number of shares remaining available for repurchase under the stock repurchase program as of the last date of the applicable month multiplied by the monthly average price paid per share.

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Item 5. Other Information

No directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement during the fiscal quarter ended ~~September~~March 3031, ~~2024~~2025.

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Item 6. Exhibits

Exhibit Number						Description
Exhibit 3.1						Balchem Corporation Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on September 20, 2024).
Exhibit 10.1						Balchem Corporation Executive Severance Policy (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 14, 2025).*
Exhibit 10.2						Form of Agreement, Balchem Corporation Restricted Stock Grant Agreement (filed herewith).*
Exhibit 10.3						Form of Agreement, Balchem Corporation Performance Share Unit Grant Agreement (filed herewith).*
Exhibit 10.4						Form of Agreement, Balchem Corporation Non-Employee Director Restricted Stock Grant Agreement (filed herewith).*
Exhibit 31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
Exhibit 31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
Exhibit 32.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Exhibit 32.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			BALCHEM CORPORATION
			By: /s/ Theodore L. Harris
			Theodore L. Harris, Chairman, President, and Chief Executive Officer
			By: /s/ Martin Bengtsson
			Martin Bengtsson, Executive Vice President and Chief Financial Officer
Date: October 25, 2024
Date: April 24, 2025

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