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What changed in BALCHEM CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BALCHEM CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+181 added−168 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-21)

Top changes in BALCHEM CORP's 2025 10-K

181 paragraphs added · 168 removed · 149 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

48 edited+8 added−10 removed43 unchanged
Biggest changeHealth and Safety Protecting the workplace environment and the health and safety of our employees, contractors, visitors, and neighbors is our top priority. Our recordable injury rate, which is defined as recordable injuries per 200,000 hours worked, was 0.57, 1.39, and 1.17 in 2024, 2023, and 2022, respectively.
Biggest changeOur recordable injury rate, which is defined as recordable injuries per 200,000 hours worked, was 0.63, 0.57, and 1.39 in 2025, 2024, and 2023, respectively. In 2025, we have continued the improvements on our environmental, health, safety, and security systems and programs placing greater emphasis on proactive identification and correction of hazards.
Such raw materials are derived from petrochemicals, minerals, metals, agricultural goods and other readily available commodities and are subject to price fluctuations due to market conditions. In 2024, supply reliability stabilized, although procuring certain raw materials remained a challenge due to the ongoing geopolitical environment impacting some supply lanes.
Such raw materials are derived from petrochemicals, minerals, metals, agricultural goods and other readily available commodities and are subject to price fluctuations due to market conditions. In 2025, supply reliability stabilized, although procuring certain raw materials remained a challenge due to the ongoing geopolitical environment impacting some supply lanes.
We are working to make our workforce more inclusive, our business more sustainable, and our communities more engaged by maintaining strong environmental, social and governance practices. In 2024, we published our 2023 Sustainability Report. This report provides detailed information regarding our corporate responsibility strategy, focus areas and governance structure.
We are working to make our workforce more inclusive, our business more sustainable, and our communities more engaged by maintaining strong environmental, social and governance practices. In 2025, we published our 2024 Sustainability Report. This report provides detailed information regarding our corporate responsibility strategy, focus areas and governance structure.
Item 1. Business (All amounts in thousands, except share and per share data) General Balchem Corporation (“Balchem,” the “Company,” “we” or “us”), was incorporated in the State of Maryland in 1967. We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, medical device sterilization, plant nutrition and industrial markets.
Item 1. Business (All amounts in thousands, except share and per share data) General Balchem Corporation (“Balchem,” the “Company,” “we” or “us”), was incorporated in the State of Maryland in 1967. We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, plant nutrition, sterilization, fumigation, and industrial markets.
The Company’s inventory of these specially built drums and cylinders, along with its five filling facilities, represents a significant capital investment. The Company also sells single use canisters for use in sterilizing re-usable devices typically processed in autoclave units in hospitals. The Company’s micronutrient agricultural nutrition business sells chelated minerals primarily to producers of high value crops.
The Company’s inventory of these specially built drums and cylinders, along with its five filling facilities, represents a significant capital investment. The Company also sells single use canisters for use in sterilizing reusable devices typically processed in autoclave units in hospitals. The Company’s micronutrient agricultural nutrition business sells chelated minerals primarily to producers of high value crops.
Environmental and Regulatory Matters The Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), a health and safety statute, requires that certain products within our Specialty Products segment must be registered with the U.S. Environmental Protection Agency ("EPA") because they are considered pesticides.
Environmental and Regulatory Matters The Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), a health and safety statute, requires that certain products within our Specialty Products segment must be registered with the U.S. Environmental Protection Agency ("EPA") because they 3 Table of Contents are considered pesticides.
We are continuing to improve employee retention with effective employment engagement efforts with frequent town hall meetings, a tool to promote peer to peer recognition, and various rewards and recognition programs. Sustainability We operate as strong stewards of our shareholders, customers, suppliers, employees, and the communities in which we operate.
We continue to prioritize employee retention with effective employment engagement efforts with frequent town hall meetings, a tool to promote peer to peer recognition, and various rewards and recognition programs. Sustainability We operate as strong stewards of our shareholders, customers, suppliers, employees, and the communities in which we operate.
We believe that our patents, in the aggregate, are advantageous to our business. However, we do not believe we are materially dependent on any particular patent or any particular group of patents. We believe that our sales and competitive position are dependent primarily upon the quality of our products, technical sales efforts and market conditions, rather than on patent protection.
However, we do not believe we are materially dependent on any particular patent or any particular group of patents. We believe that our sales and competitive position are dependent primarily upon the quality of our products, technical sales efforts and market conditions, rather than on patent protection.
For the years ended December 31, 2024 and 2023, our turnover rate was 21% and 29%, respectively, for hourly employees with an average length of service of about 7 years for both years.
For the years ended December 31, 2025 and 2024, our turnover rate was 23% and 21%, respectively, for hourly employees with an average length of service of about 7 years for both years.
We believe that our global team of talented and dedicated employees embody our Core Values and align with our vision of making the world a healthier place. As of December 31, 2024, we employed approximately 1,361 full-time employees worldwide, with approximately 17% covered by collective bargaining agreements.
We believe that our global team of talented and dedicated employees embody our core values and align with our vision of making the world a healthier place. As of December 31, 2025, we employed approximately 1,352 full-time employees worldwide, with approximately 16% covered by collective-bargaining agreements.
The ID also includes mitigation and monitoring measures impacting product users, including our customers, with phased compliance deadlines ranging from several months to ten years. Further, the ID contemplates that EPA will gather annual worker exposure data from EtO users, including our customers.
The ID also includes mitigation and monitoring measures impacting product users, including our customers, with phased compliance deadlines ranging from several months to ten years. Further, the ID contemplates that EPA will gather annual worker exposure data from EtO users, including our customers. The ID is still subject to further review, including additional stakeholder input.
Our facility in Verona, Missouri facility, while held by a prior owner, Syntex Agribusiness, Inc. (“Syntex”), was designated by the EPA as a Superfund site and placed on the National Priorities List in 1983 because of dioxin contamination on portions of the site.
Our facility in Verona, Missouri, while held by a prior owner, Syntex Agribusiness, Inc. (“Syntex”), was designated by 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.
Our competition in this market is primarily regional privately-held companies. 3 Table of Contents Research and Development During the years ended December 31, 2024, 2023 and 2022, we incurred research and development expenses of approximately $16,793, $15,049, and $12,191, respectively, on Company-sponsored research and development for new products, improvements to existing products, and manufacturing processes.
Our competition in this market is primarily regional privately-held companies. Research and Development During the years ended December 31, 2025, 2024 and 2023, we incurred research and development expenses of approximately $18,510, $16,793, and $15,049, respectively, on Company-sponsored research and development for new products, improvements to existing products, and manufacturing processes.
Capital Projects We continue to invest in projects across all production facilities and capital expenditures were approximately $35,148, $37,274, and $49,086 for 2024, 2023 and 2022, respectively.
Capital Projects We continue to invest in projects across all production facilities and capital expenditures were approximately $43,193, $35,148, and $37,274 for 2025, 2024 and 2023, respectively.
In the Specialty Products segment, competition within Performance Gases is based primarily on service, reliability, quality, and price. Our competitors in this market vary globally, many of which are regional privately-held companies. We also face competition from alternate technologies or substitute products. In our plant nutrition business, competition is based primarily on product performance, customer support, quality, and price.
Our competitors in this market vary globally, many of which are regional privately-held companies. We also face competition from alternate technologies or substitute products. In our plant nutrition business, competition is based primarily on product performance, customer support, quality, and price. The development of new and improved products is also important to our ability to compete.
Based on these documents, the use of propylene oxide to treat nuts and spices will continue to be permitted with minimal changes to the current approved usage. We submitted required changes to the product label, and expect the EPA to review and approve them during 2025.
Based on these documents, the use of propylene oxide to treat nuts and spices will continue to be permitted with minimal changes to the current approved usage. We submitted required changes to the product label for propylene oxide which were reviewed and approved by the EPA in 2025.
Capital expenditures are projected to range from $40,000 to $45,000 for 2025, including our continued efforts to invest in energy and water saving projects, while exploring additional renewable energy opportunities in support of the company's sustainability efforts.
Capital expenditures are projected to range from $40,000 to $45,000 for 2026, including our continued efforts to invest in energy and water saving projects, while exploring additional renewable energy opportunities in supporting our future growth and capacities.
Management believes that success in the commodity-oriented choline chloride marketplace is highly dependent on the Company’s ability to maintain its strong reputation for excellent product quality and customer service. The Company continues to drive production efficiencies in order to maintain its cost position to effectively compete in a global marketplace.
Management believes that success in the commodity-oriented choline chloride marketplace is highly dependent on the Company’s ability to maintain its strong reputation for excellent product quality and customer service.
It has generally been our policy and practice to maintain an inventory of finished products and/or component materials for our segments to enable us to ship products within two months after receipt of a product order. All orders in the current backlog are expected to be filled in the 2025 fiscal year.
It has generally been our policy and practice to maintain an inventory of finished products and/or component materials for our segments to enable us to ship products within two months after receipt of a product order.
In poultry, choline deficiency can result in reduced growth rates and perosis in young birds, while in swine production choline is a necessary and required component of gestating and lactating sow diets for both liver health and prevention of leg deformity.
In poultry, choline deficiency can result in reduced growth rates and perosis in young birds, while in swine production choline is a necessary and required component of gestating and lactating sow diets for both liver health and prevention of leg deformity. This segment also manufactures MSM, which is a widely used nutritional ingredient that provides benefits for pet health.
The information contained on, or that may be accessed through, the Company’s website is not incorporated by reference into, and is not part of, this Annual Report on Form 10-K. 6 Table of Contents Available Information Our headquarters is located at 5 Paragon Drive, Montvale, NJ 07645. Our telephone number is (845) 326-5600 and our Internet website address is www.balchem.com.
For more information on our approach to sustainability management, refer to our website at https://balchem.com/responsibility/sustainability. The information contained on, or that may be accessed through, the Company’s website is not incorporated by reference into, and is not part of, this Annual Report on Form 10-K. Available Information Our headquarters is located at 5 Paragon Drive, Montvale, NJ 07645.
It is used to sterilize a wide range of medical devices because of its versatility and effectiveness in treating hard or soft surfaces, composites, metals, tubing and different types of plastics without negatively impacting the performance of the device being sterilized. Contract sterilizers and medical device manufacturers are principal customers for this product.
Ethylene oxide is sold as a sterilant gas, primarily for use in the health care industry. It is used to sterilize a wide range of medical devices because of its versatility and effectiveness in treating hard or soft surfaces, composites, metals, tubing and different types of plastics without negatively impacting the performance of the device being sterilized.
Intellectual Property We currently hold over 150 patents and over 400 registered trademarks in the United States and overseas. We also use know-how, trade secrets, formulae, and manufacturing techniques that assist in maintaining competitive positions of certain of our products. Formulae and know-how are of particular importance in the manufacture of a number of our proprietary products.
We also use know-how, trade secrets, formulae, and manufacturing techniques that assist in maintaining competitive positions of certain of our products. Formulae and know-how are of particular importance in the manufacture of a number of our proprietary products. We believe that our patents, in the aggregate, are advantageous to our business.
The cost of such compliance has not had a material effect upon the results of our operations or our financial condition. We produce products which are required to be manufactured in conformity with current Good Manufacturing Practice (“cGMP”) regulations as interpreted and enforced by the FDA, through third party contract arrangement.
We produce products which are required to be manufactured in conformity with current Good Manufacturing Practice (“cGMP”) regulations as interpreted and enforced by the FDA, through third party contract arrangement.
We are committed to reducing our greenhouse gas emissions by implementing new technologies, improving operational efficiencies, and expanding green energy usages. In addition, we are committed to reducing our global water use by recycling water and investing new technologies to improve water efficiency. For more information on our approach to sustainability management, refer to our website at https://balchem.com/responsibility/sustainability.
We are committed to reducing our greenhouse gas emissions by implementing new technologies, improving operational efficiencies, and expanding our reliance on renewable energy. In addition, we are committed to reducing our global water use by recycling water and investing in new technologies to improve water efficiency.
To the extent any consent orders or other agreements are entered into as a result of findings from such inspections, the Company is committed to ensuring compliance with such orders or agreements. For a further discussion of our potential environmental liabilities, see Note 16, Commitments and Contingencies, to our Consolidated Financial Statements.
To the extent any consent orders or other agreements are entered into as a result of findings from such inspections, the Company is committed to ensuring compliance with such orders or agreements.
This segment also manufactures MSM, which is a widely used nutritional ingredient that provides benefits for pet health. 1 Table of Contents Sales of value-added encapsulated products are highly dependent on overall industry economics as well as the Company's ability to leverage the results of university and field research on the animal health and production benefits of our products.
Sales of value-added encapsulated products are highly dependent on overall industry economics as well as the Company's ability to leverage the results of university and field research on the animal health and production benefits of our products.
The ID may be subject to further review, including additional stakeholder input. 4 Table of Contents EtO, when used as a sterilant for certain medical devices, has no known equally effective substitute. In October 2019, the U.S.
EtO, when used as a sterilant for certain medical devices, has no known equally effective substitute. In October 2019, the U.S.
We enhanced our emphasis on near-miss reporting and improved communication across various locations, enabling us to address the root causes of incidents, and we have reallocated Environmental, Health, and Safety (EHS) resources to enable a more rapid response to safety enhancements. We continue to improve our working conditions and our work practices where safety is impacted.
We enhanced our emphasis on near-miss reporting and improved communication across various locations, enabling us to address risks, incidents, and further develop awareness across the organization. In addition, we have reallocated Environmental, Health, and Safety (EHS) resources to enable a more rapid response and support across our operations.
Backlog At December 31, 2024, we had a total backlog of $50,415 (comprised of $39,959 for the HNH segment; $9,035 for the ANH segment; $1,284 for the Specialty Products segment, and $137 for other), as compared to a total backlog of $42,957 at December 31, 2023 (comprised of $32,418 for the HNH segment; $7,639 for the ANH segment; $2,678 for the Specialty Products segment and $222 for other).
Backlog At December 31, 2025, we had a total backlog of $53,365 (comprised of $39,587 for the HNH segment; $11,489 for the ANH segment; $1,933 for the SP segment, and $356 for other), as compared to a total backlog of $50,415 at December 31, 2024 (comprised of $39,959 for the HNH segment; $9,035 for the ANH segment; $1,284 for the SP segment and $137 for other).
Performance Review, Compensation and Benefits Our annual performance review process is an important, objective-based dialogue to foster continuous growth and development by providing an opportunity to establish goals and deliver feedback relative to each employee's performance.
Additionally, employees have access to resources which can provide aid with financial and legal issues, as well as support in handling elder care challenges. Performance Review, Compensation and Benefits Our annual performance review process is an important, objective-based dialogue to foster continuous growth and development by providing an opportunity to establish goals and deliver feedback relative to each employee's performance.
Competition Our competitors include many large and small companies, some of which have greater financial, research and development, production and other resources than us. Competition in the supplement, food and beverage markets we serve are based primarily on product performance, customer support, quality, service and price. The development of new and improved products is important to our success.
Competition in the supplement, food and beverage markets we serve are based primarily on product performance, customer support, quality, service and price. The development of new and improved products is important to our success. This competitive environment requires substantial investments in product and manufacturing process research and development.
This competitive environment requires substantial investments in product and manufacturing process research and development. In addition, the winning and retention of customer acceptance of our food and nutrition products involve substantial expenditures for application testing, either internally or at customer/prospect sites, and sales efforts.
In addition, the winning and retention of customer acceptance of our food and nutrition products involve substantial expenditures for application testing, either internally or at customer/prospect sites, and sales efforts. Our competition in this market includes a variety of ingredient and nutritional supplement companies, many of which are privately-held.
Our competition in this market includes a variety of animal nutrition and health ingredient companies, along with certain industrial companies, many of which are privately-held. Therefore, we are unable to assess the size of all of our competitors or where we rank in comparison to such privately-held competitors.
The markets for our products are subject to competitive risks because these markets are highly price competitive. Our competition in this market includes a variety of animal nutrition and health ingredient companies, along with certain industrial companies, many of which are privately-held.
Fostering a culture of belonging is an important element of Balchem's Human Resources strategy. We continue to explore strategies to help ensure we have a fully engaged workforce and that we are able to attract the best and brightest from the broad workforce landscape.
We continue to explore strategies to help ensure we have a fully engaged workforce and that we are able to attract the best and brightest from the broad workforce landscape. Health and Safety Protecting the workplace environment and the health and safety of our employees, contractors, visitors, and neighbors is our top priority.
All employees are expected to complete necessary compliance training and have access to numerous online trainings for both personal and professional development. We continue to have our existing and emerging leaders participate in formal leadership development training.
We are committed to the professional development of our workforce, investing in training programs designed to enhance employee skills and create career paths for advancement. All employees are expected to complete necessary compliance training and have access to numerous online trainings for both personal and professional development.
As a result, the farmer/grower gets healthier crops that are more resistant to disease and pests, larger yields and healthier food for the consumer with extended shelf life for produce being shipped long distances. Significant Acquisitions On August 30, 2022, the Company's wholly-owned subsidiary Albion Laboratories, Inc.
As a result, the farmer/grower gets healthier crops that are more resistant to disease and pests, larger yields and healthier food for the consumer with extended shelf life for produce being shipped long distances. Raw Materials The raw materials utilized by us in the manufacture of our products are sourced from suppliers both domestically and internationally.
Our competition in this market includes a variety of ingredient and nutritional supplement companies, many of which are privately-held. Therefore, it is difficult to assess the size of all of our segment competitors or where we rank in comparison to such privately-held competitors.
Therefore, we are unable to assess the size of all of our competitors or where we rank in comparison to such privately-held competitors.
Through our Employee Assistance Program and healthcare benefit provider, our employees have access to resources to help support positive mental health, emotional well-being, and healthy lifestyles. Additionally, employees have access to resources which can provide aid with financial and legal issues, as well as support in handling elder care challenges.
We continue to have our existing and emerging leaders participate in formal leadership development training. Through our Employee Assistance Program and healthcare benefit provider, our employees have access to resources to help support positive mental health, emotional well-being, and healthy lifestyles.
In 2022, we invested $29,759 on projects expected to provide favorable returns on investment, including expanded capacity in key product lines in the HNH segment. In addition, we invested $6,020 for environmental, health, safety, and security upgrades to our facilities and $3,024 in automation projects that improved the quality and efficiency of our operations.
In 2025, we invested $18,820 on projects expected to provide favorable returns on investment, including expanded capacity in key product lines and efficiency projects in both the HNH and the ANH segments and equipment upgrades to improve process reliability and support our business growth. In addition, we invested $5,147 for environmental, health, safety, and security upgrades to our facilities.
Early deflationary trends shifted to an inflationary pattern during the year in several categories that we source. We continue to put measures in place to ensure a sustainable supply chain capable of supporting current demands and the future growth of our business.
We experienced inflationary patterns in 2025, including from certain tariffs, in several categories that we source. We continue to put measures in place to ensure a sustainable supply chain capable of supporting current demands and the future growth of our business. Intellectual Property We currently hold over 130 patents and over 400 registered trademarks in the United States and overseas.
Balchem also provides financial support for health and wellness programs such as online financial wellness content, sponsored weight loss programs and subsidized gym memberships. We also provide generous time off and leave benefits, which are important to help ensure employees can maintain a healthy work/life balance.
Balchem also provides financial support for health and wellness programs such as online financial wellness content, sponsored weight loss programs and subsidized gym memberships.
Competition in the animal feed and industrial markets we serve is based primarily on product performance, customer support, quality, service and price. The markets for our products are subject to competitive risks because these markets are highly price competitive.
Therefore, it is difficult to assess the size of all of our segment competitors or where we rank in comparison to such privately-held competitors. Competition in the animal feed and industrial markets we serve is based primarily on product performance, customer support, quality, service and price.
Training and Well-Being Programs Our vision is to create a culture of learning and development of our employees to foster an environment of continuous learning. We are committed to the professional development of our workforce, investing in training programs designed to enhance employee skills and create career paths for advancement.
We continue to improve our working conditions and work practices to further improve safety. Training and Well-Being Programs Our vision is to create a culture of learning and development of our employees to foster an environment of continuous learning.
We believe we are in compliance in all material respects with applicable laws and regulations that have been enacted or adopted relating to human health, safety and the environment. Such compliance includes the maintenance of required permits under air pollution regulations and compliance with requirements of the Occupational Safety and Health Administration.
For a further discussion of our potential environmental liabilities, see Note 15, Commitments and Contingencies , to our Consolidated Financial Statements. 4 Table of Contents We believe we are in compliance in all material respects with applicable laws and regulations that have been enacted or adopted relating to human health, safety and the environment.
Specialty Products The Company re-packages and distributes a number of performance gases and chemicals for various uses by its customers, notably ethylene oxide, propylene oxide, and ammonia. Ethylene oxide is sold as a sterilant gas, primarily for use in the health care industry.
The Company continues to drive production efficiencies in order to maintain its cost position to effectively compete in a global marketplace. 1 Table of Contents Specialty Products The Company's Specialty Products ("SP") segment re-packages and distributes a number of performance gases and chemicals for various uses by its customers, notably ethylene oxide, propylene oxide, and ammonia.
For the years ended December 31, 2024 and 2023, our turnover rate was 9% and 11%, respectively, for salaried employees with an average length of service of over 9 years for both years.
We also provide generous time off and leave benefits, which are important to help ensure employees can maintain a healthy work/life balance. 5 Table of Contents For the years ended December 31, 2025 and 2024, our turnover rate was 8% and 9%, respectively, for salaried employees with an average length of service of over 9 years for both years.
Additionally, we continue to enhance and leverage our existing technological capabilities to further optimize productivity and performance, and explore new solutions to drive efficiencies. 5 Table of Contents We believe that our best performance is achieved when our teams reflect a variety of diverse backgrounds, experiences and perspectives.
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 technological capabilities to further optimize productivity and performance, and explore new solutions to drive efficiencies.
Removed
("Albion") entered into a Stock Purchase Agreement, and closed on such transaction with Cardinal Associates Inc. ("Cardinal"), a corporation organized under the laws of the State of Washington, pursuant to which Albion acquired Cardinal and its Bergstrom Nutrition business (collectively, "Bergstrom"). Bergstrom is a leading science-based manufacturer of MSM, based in Vancouver, Washington.
Added
Contract sterilizers and medical device manufacturers are principal customers for this product.
Removed
Details related to the Bergstrom acquisition are disclosed in Note 2, Significant Acquisitions .
Added
All orders in the current backlog are expected to be filled in the 2026 fiscal year. 2 Table of Contents Competition Our competitors include many large and small companies, some of which have greater financial, research and development, production and other resources than us.
Removed
The addition of OptiMSM ® , Bergstrom Nutrition's MSM brand, to the Company's portfolio within the Human Nutrition and Health and Animal Nutrition and Health segments provides a synergistic scientific advantage in Balchem's key strategic therapeutic focus areas such as longevity and performance and is a strong fit with Balchem's specialty, science-backed mineral products.
Added
In late June 2025, the European Commission announced that it would impose provisional duties between 95.4% and 120.8% on imports into the European Union of choline chloride originating in the People’s Republic of China, effective July 1, 2025.
Removed
On June 21, 2022, the Company and its wholly-owned subsidiary, Balchem B.V., completed the acquisition of Kechu BidCo AS and its subsidiary companies, including Kappa Bioscience AS, a leading science-based manufacturer of specialty vitamin K2 for the human nutrition industry, headquartered in Oslo, Norway (all acquired companies collectively referred to as “Kappa”).
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The investigation was initiated by the European Commission in late October 2024, following a complaint lodged by Balchem Italia Srl and another complainant. On December 19, 2025, the European Commission published their final decision to set definitive duties between 90.0% and 115.9%.
Removed
Details related to the Kappa acquisition are disclosed in Note 2, Significant Acquisitions .
Added
Further, the European Commission set rules to make it clear that the country of origin of choline chloride, regardless of form, will be the country where the chemical reaction between trimethylamine hydrochloride and ethylene oxide takes place. In the Specialty Products segment, competition within Performance Gases is based primarily on service, reliability, quality, and price.
Removed
The acquisition strengthens the Company's scientific and technical expertise, geographic reach, and marketplace leadership, which should ultimately lead to accelerated growth for the Company's portfolios within the Human Nutrition and Health segment. 2 Table of Contents Raw Materials The raw materials utilized by us in the manufacture of our products are sourced from suppliers both domestically and internationally.
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Such compliance includes the maintenance of required permits under air pollution regulations and compliance with requirements of the Occupational Safety and Health Administration. The cost of such compliance has not had a material effect upon the results of our operations or our financial condition.
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The development of new and improved products is also important to our ability to compete.
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We believe that our best performance is achieved when our teams reflect a variety of diverse backgrounds, experiences and perspectives. Fostering a culture of belonging is an important element of Balchem's Human Resources strategy.
Removed
Remediation was conducted by Syntex under the oversight of the EPA and the Missouri Department of Natural Resources.
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Our telephone number is (845) 326-5600 and our Internet website address is www.balchem.com.
Removed
We are seeing some improvement in the labor market and feel our team has been successful in attracting and retaining skilled and experienced employees in a competitive landscape.
Removed
In 2024, we further refined our environmental, health, safety, and security management system to place greater emphasis on hazard identification and correction.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

32 edited+6 added−2 removed106 unchanged
Biggest changeThe 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. Exchange rates between these currencies in recent years have fluctuated and may do so in the future.
Biggest changeOur international operations subject us to currency translation risk and currency transaction risk which could cause our results to fluctuate from period to period. 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.
Despite our implementation of cybersecurity measures which have focused on prevention (including a robust cybersecurity employee education program to train our employees on email and password security, recognizing phishing and related topics on a regular basis), mitigation, resilience and recovery, our network and products, including access solutions, may be vulnerable to cybersecurity attacks, computer viruses, malicious codes, malware, ransomware, phishing, social engineering, denial of service, hacking, break-ins and similar disruptions, including through use of emerging technologies, such as artificial intelligence and machine learning.
Despite our implementation of cybersecurity measures which have focused on prevention (including a robust cybersecurity employee education program to train our employees on email and password security, recognizing phishing and related topics on a regular basis), mitigation, resilience and recovery, our network and products, including access solutions, may be vulnerable to cybersecurity attacks, computer viruses, malicious codes, malware, ransomware, phishing, social engineering, denial of service, hacking, break-ins and similar disruptions, including through use of emerging technologies, such as artificial intelligence ("AI") and machine learning.
The effects of global climate change, such as extreme weather conditions and natural disasters occurring more frequently or with more intense effects, or the occurrence of unexpected events including wildfires, tornadoes, hurricanes, earthquakes, floods, tsunamis and other severe hazards or global health crises, such as the outbreak of Ebola or the global COVID-19 pandemic, or other actual or threatened epidemic, pandemic, outbreak and spread of a communicable disease or virus, in the countries where we operate or sell products and provide services, could adversely affect our operations and financial performance.
The effects of global climate change, such as extreme weather conditions and natural disasters occurring more frequently or with more intense effects, or the occurrence of unexpected events including floods, extreme wind, wildfires, tornadoes, hurricanes, earthquakes, tsunamis and other severe hazards or global health crises, such as the outbreak of Ebola or the global COVID-19 pandemic, or other actual or threatened epidemic, pandemic, outbreak and spread of a communicable disease or virus, in the countries where we operate or sell products and provide services, could adversely affect our operations and financial performance.
In addition, we cannot predict the extent to which any legislation or regulation may affect the market for our products or our cost of doing business. 14 Table of Contents Concerns about ethylene oxide emissions have resulted in 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, which may, in turn, affect sales to our customers and our operations.
In addition, we cannot predict the extent to which any legislation or regulation may affect the market for our products or our cost of doing business. 13 Table of Contents Concerns about ethylene oxide emissions have resulted in 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, which may, in turn, affect sales to our customers and our operations.
If we are unable to effectively manage real or perceived issues, including concerns about product quality, safety, corporate social responsibility or other matters, sentiments toward the Company or our products could be negatively impacted, and our financial results could suffer. 13 Table of Contents Our reputation, ability to do business and results of operations could be impaired by adverse publicity or improper conduct by any of our employees, agents or business partners.
If we are unable to effectively manage real or perceived issues, including concerns about product quality, safety, corporate social responsibility or other matters, sentiments toward the Company or our products could be negatively impacted, and our financial results could suffer. 12 Table of Contents Our reputation, ability to do business and results of operations could be impaired by adverse publicity or improper conduct by any of our employees, agents or business partners.
If our fulfillment network does not operate properly, if a vendor fails to deliver on its commitments, or if common carriers have difficulty providing capacity to meet demands for their services, we could experience inventory shortages, delivery delays or increased delivery costs, which could lead to lost sales and decreased guest confidence, and adversely affect our results of operations.
If our fulfillment network does not operate properly, if a vendor fails to deliver on its commitments, or if common carriers have difficulty providing capacity to meet demands for their services, we could experience inventory shortages, delivery delays or increased delivery costs, which could lead to lost sales and decreased customer confidence, and adversely affect our results of operations.
While we continue to diversify our product offerings, developing new products entails risks and we cannot be certain that demand for our products and products containing our products will continue at current levels or increase in the future. 12 Table of Contents Legal, Regulatory and Compliance Risks Material adverse legal judgments, fines, penalties or settlements could adversely affect our business.
While we continue to diversify our product offerings, developing new products entails risks and we cannot be certain that demand for our products and products containing our products will continue at current levels or increase in the future. 11 Table of Contents Legal, Regulatory and Compliance Risks Material adverse legal judgments, fines, penalties or settlements could adversely affect our business.
You should carefully consider the risk factors discussed below, together with all the other information included in this Form 10-K, in evaluating us and our ordinary shares. If any of the risks below actually occurs, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
You should carefully consider the risk factors discussed below, together with all the other information included in this Form 10-K, in evaluating us and our ordinary shares. If any of the risks below actually occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected.
Adverse intellectual property litigation or claims of infringement against us may become extremely disruptive if the plaintiffs succeed in blocking the trade of our products and services and may have a material adverse effect on our business. We are subject to risks related to corporate social responsibility and reputational matters.
Adverse intellectual property litigation or claims of infringement against us may become extremely disruptive if the plaintiffs succeed in blocking the trade of our products and services and may have a material adverse effect on our business. We are subject to risks related to sustainability and corporate social responsibility and various reputational matters.
Additionally, joint ventures inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks. 11 Table of Contents We may not be able to effectively manage and implement restructuring initiatives or other organizational changes.
Additionally, joint ventures inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks. 10 Table of Contents We may not be able to effectively manage and implement restructuring initiatives or other organizational changes.
Political or financial instability, geopolitical tensions, currency fluctuations, the outbreak of pandemics or other illnesses (such as the COVID-19 pandemic), labor unrest, transport capacity and costs, port security, weather conditions, natural disasters, or other events that could alter or suspend our operations, slow or disrupt port activities, or affect foreign trade are beyond our control and could materially disrupt our supply of raw materials, increase our costs, and/or adversely affect our results of operations.
Political or economic instability, geopolitical tensions and volatility, currency fluctuations, the outbreak of pandemics or other illnesses (such as the COVID-19 pandemic), labor unrest, transport capacity and costs, port security, weather conditions, natural disasters, or other events that could alter or suspend our operations, slow or disrupt port activities, or affect foreign trade are beyond our control and could materially disrupt our supply of raw materials, increase our costs, and/or adversely affect our results of operations.
With respect to interest from our stakeholders on Environmental, Social and Governance (“ESG”) practices and disclosure, if we fail, or are perceived to have failed, in any number of ESG matters, such as environmental stewardship, goals regarding our intended reduction of carbon emissions and water usage, workplace conduct and belonging, and support for local communities, or to effectively respond to changes in, or new, legal or regulatory requirements concerning climate change, climate risk reporting, or other sustainability concerns, our reputation or the reputation of our brands may suffer.
With respect to interest from our stakeholders on our sustainability and corporate social responsibility (including Environmental, Social and Governance ("ESG")) practices and disclosure, if we fail, or are perceived to have failed, in any number of sustainability or corporate social responsibility matters, such as environmental stewardship, goals regarding our intended reduction of carbon emissions and water usage, workplace conduct and belonging, and support for local communities, or to effectively respond to changes in, or new, legal or regulatory requirements concerning climate change, climate risk reporting, or other sustainability concerns, our reputation or the reputation of our brands may suffer.
Our operations are subject to regulatory risks and the loss of governmental permits and approvals would materially and adversely affect some of our businesses. Our U.S. and non-U.S. operations are subject to a number of laws and regulations, including environmental, health and safety standards.
Our operations are subject to regulatory risks and the loss of governmental permits and approvals would materially and adversely affect some of our businesses. Our U.S. and non-U.S. operations are subject to a number of laws and regulations, including food and feed regulations, and environmental, health and safety standards.
Our sales and operations are subject to a number of risks, including political and economic instability and geopolitical tensions, which could have a material adverse impact on our ability to increase or maintain our international sales and operations.
Our sales and operations are subject to a number of risks, including political and economic instability, geopolitical tensions, and increased geopolitical volatility, which could have a material adverse impact on our ability to increase or maintain our international sales and operations.
As a result, such disruptions will put upward pressure on our costs and increase the risk that we may be unable to acquire the materials and services we need to continue to make certain products, in particular at our manufacturing facilities in Europe. 7 Table of Contents Our financial success depends in part on the reliability and sufficiency of our manufacturing facilities.
As a result, such disruptions will put upward pressure on our costs and increase the risk that we may be unable to acquire the materials and services we need to continue to make certain products, in particular at our manufacturing facilities in Europe. Our financial success depends in part on the reliability and sufficiency of our manufacturing facilities.
Interest payable in accordance with our five-year senior secured revolving credit agreement (the "Credit Agreement") is based on a fluctuating rate. In light of potential fluctuations, including interest rate increases which may continue, we are exposed to risk resulting from adverse changes in interest rates.
Interest payable in accordance with our five-year senior secured revolving credit agreement (the "Credit Agreement") is based on a fluctuating rate. In light of potential fluctuations, including interest rate increases, we are exposed to risk resulting from adverse changes in interest rates.
Our daily business operations also require us to collect and/or retain sensitive data such as intellectual property, proprietary business information and data related to customers, employees, suppliers and business partners within our networking infrastructure including data from individuals subject to the European Union's General Data Protection Regulation, that is subject to privacy and security laws, regulations and/or customer-imposed controls.
Our daily business operations also require us to collect and/or retain sensitive data such as intellectual property, proprietary business information and data related to customers, employees, suppliers and business partners within our networking infrastructure including data from individuals subject to the European Union's General Data Protection Regulation, that is subject 8 Table of Contents to privacy and security laws, regulations and/or customer-imposed controls.
Despite rigorous processes, we may not adequately meet all our existing or future disclosure obligations and/or having our disclosures misinterpreted.
Despite rigorous processes, we may not adequately meet all our existing or future disclosure obligations and/or we may have our disclosures misinterpreted.
These factors could have a material adverse impact on our ability to increase or maintain our international sales. Our sales and operations may be adversely affected by supply chain disruptions due to political unrest, terrorist acts, and national and international conflicts.
These factors could have a material adverse impact on our ability to increase or maintain our international sales. 6 Table of Contents Our sales and operations may be adversely affected by supply chain disruptions due to political unrest, terrorist acts, and national and international conflicts.
Global economic conditions may adversely affect our business, operating results and financial condition. Unfavorable changes in economic conditions, including inflation, monetary policies, recession, changes in tariffs and trade relations amongst international trading partners, or other changes in economic conditions, may adversely impact the markets in which we operate.
Global economic conditions may adversely affect our business, operating results and financial condition. Unfavorable changes and instability in economic conditions, including inflation, monetary policies, recession, changes in tariffs and trade relations amongst international trading partners, geopolitical tensions and increased geopolitical volatility, or other changes in economic conditions, may adversely impact the markets in which we operate.
We are subject to regulation under a variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to environmental, health and safety, anti-corruption, export and import compliance, anti-trust and money laundering due to our global operations.
We are subject to regulation under a variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to environmental, health and safety, sustainability, anti-corruption, export and import compliance, anti-trust, money laundering, data privacy, and artificial intelligence due to our global operations.
Our foreign sales and operations are subject to a number of risks, including: longer accounts receivable collection periods; the impact of recessions and other economic conditions in economies outside the United States; export duties and quotas; imposition of, or changes in, tariffs, sanctions, trade restrictions, and trade relations including but not limited to those associated with the United States-Mexico-Canada Agreement ("USMCA") which replaced the North American Free Trade Agreement ("NAFTA"), other free trade agreements, and the exit of the United Kingdom from the European Union; unexpected changes in regulatory requirements; certification requirements; environmental regulations; reduced protection for intellectual property rights in some countries; potentially adverse tax consequences; political and economic instability; geopolitical tensions; and preference for locally produced products.
Our foreign sales and operations are subject to a number of risks, including: longer accounts receivable collection periods; the impact of recessions and other economic conditions in economies outside the United States; export duties and quotas; imposition of, or escalations or changes in, tariffs, sanctions, trade restrictions, and trade relations including but not limited to those associated with the United States-Mexico-Canada Agreement ("USMCA") which replaced the North American Free Trade Agreement ("NAFTA"), other free trade agreements, and the exit of the United Kingdom from the European Union; new or unexpected changes in regulatory requirements; certification requirements; environmental regulations; reduced protection for intellectual property rights in some countries; potentially adverse tax consequences; political and economic instability; geopolitical tensions and increased geopolitical volatility; geopolitical trends towards nationalism and protectionism; changing perceptions of U.S.-based companies; preference for locally produced products; and global economic uncertainty and long-term changes in global trade.
In addition, negative or inaccurate postings or comments on social media or networking websites about the Company or our brands could generate adverse publicity that could damage our reputation or the reputation of our brands.
In addition, negative or inaccurate postings or comments, misinformation, and disinformation across the media landscape, including on social media or networking websites about the Company or our brands could generate adverse publicity that could damage our reputation or the reputation of our brands.
Despite our efforts to protect such data, the loss or breach of such data due to various causes including material security breaches, catastrophic events, extreme weather, natural disasters, power outages, system failures, computer viruses, improper data handling, programming errors, unauthorized access and employee error or malfeasance could result in wide reaching negative impacts to our business, and as such, the ongoing maintenance and security of this information is pertinent to the success of our business operations and our strategic goals. 9 Table of Contents Our networking infrastructure and related assets may be subject to unauthorized access by hackers, employee error or malfeasance or other unforeseen activities.
Despite our efforts to protect such data, the loss or breach of such data due to various causes including material security breaches, catastrophic events, extreme weather, natural disasters, power outages, system failures, computer viruses, improper data handling, programming errors, unauthorized access and employee error or malfeasance could result in wide reaching negative impacts to our business, and as such, the ongoing maintenance and security of this information is pertinent to the success of our business operations and our strategic goals.
Further, these events and disruptions could increase insurance and other operating costs, including impacting our decisions regarding construction of new facilities to select areas less prone to climate change risks and natural disasters, which could result in indirect financial risks passed through the supply chain or other price modifications to our products and services. 8 Table of Contents We may be subject to risks relating to our information technology and operational technology systems.
Further, these events and 7 Table of Contents disruptions could increase insurance and other operating costs, including impacting our decisions regarding construction of new facilities to select areas less prone to climate-related events and natural disasters, which could result in indirect financial risks passed through the supply chain or other price modifications to our products and services.
We believe we have reliable sources of supply for our raw materials under normal market conditions. We cannot, however, predict the likelihood or impact of any future raw material shortages.
We believe we have reliable sources of supply for our raw materials under normal market conditions. 9 Table of Contents We cannot, however, predict the likelihood or impact of any future raw material shortages. Any shortages or unforeseen price increases could have a material adverse impact on our results of operations.
Furthermore, we incur currency transaction risk whenever we enter into either a purchase or a sales transaction using a currency different than the functional currency. Given the volatility of exchange rates, we may not be able to effectively manage our currency transactions and/or translation risks. Volatility in currency exchange rates could impact our business and financial results.
Given the volatility of exchange rates, we may not be able to effectively manage our currency transactions and/or translation risks. Volatility in currency exchange rates could impact our business and financial results.
If the ID and other requirements remain unchanged, such requirements will likely result in increased costs and regulatory burdens for EtO users. Further, additional regulatory requirements associated with the use and emission of EtO may be imposed in the future, both within and outside of the U.S.
Further, additional regulatory requirements associated with the use and emission of EtO may be imposed in the future, both within and outside of the U.S.
We may not be able to successfully consummate and manage acquisition, joint venture and divestiture activities which could have an impact on our results. From time to time, we may acquire other businesses, enter into joint ventures and, based on an evaluation of our business portfolio, divest existing businesses.
From time to time, we may acquire other businesses, enter into joint ventures and, based on an evaluation of our business portfolio, divest existing businesses.
The ID and other requirements may be subject to further review, including additional stakeholder input, and the Company plans on continuing to work with various stakeholders to help ensure the EPA considers all available assessments to appropriately evaluate the risks of EtO.
The Company plans on continuing to work with various stakeholders to help ensure the EPA considers all available assessments to appropriately evaluate the risks of EtO. If the ID and other requirements remain unchanged, such requirements will likely result in increased costs and regulatory burdens.
Cybersecurity attacks and intrusion efforts are continuous and evolving, and in certain cases they have been successful at the most robust institutions.
Cybersecurity attacks and intrusion efforts are continuous and constantly evolving, making it more difficult to successfully defend against them or to implement adequate preventative measures, and in certain cases they have been successful at the most robust institutions. Geopolitical tensions or conflicts may further heighten the risk of cybersecurity attacks.
Further, due to the cessation of the London Interbank Offered Rate (“LIBOR”), we have entered into financial transactions such as credit agreements that use the Secured Overnight Financing Rate (“SOFR”) as interest rate benchmarks.
In addition, certain of our financial transactions such as our credit agreement have, or in the future could have, interest rates that are tied to reference rates such as the Secured Overnight Financing Rate (“SOFR”).
Removed
Any shortages or unforeseen price increases could have a material adverse impact on our results of operations. 10 Table of Contents Our international operations subject us to currency translation risk and currency transaction risk which could cause our results to fluctuate from period to period.
Added
We may be subject to risks relating to our information technology and operational technology systems.
Removed
SOFR is calculated differently from LIBOR and has inherent differences which could give rise to uncertainties, including the limited historical data and volatility in the benchmark rates. The full effects of the transition to SOFR or other rates remain uncertain.
Added
Further, the emergence and maturation of AI capabilities may lead to new or more sophisticated methods of attack, including fraud or phishing attempts that rely upon "deep fake" impersonation technology or other forms of generative technology that may increase the efficiency or effectiveness of cybersecurity attacks.
Added
AI is also increasingly being used by malicious actors to create more targeted cybersecurity attacks and spread disinformation.
Added
Our networking infrastructure and related assets may be subject to unauthorized access by hackers, employee error or malfeasance or other unforeseen activities.
Added
Exchange rates between these currencies in recent years have fluctuated and may do so in the future. Furthermore, we incur currency transaction risk whenever we enter into either a purchase or a sales transaction using a currency different than the functional currency.
Added
The volatility and availability of such reference rates, including the use of alternative reference rates, are outside of our control and the consequences are not entirely predictable. We may not be able to successfully consummate and manage acquisition, joint venture and divestiture activities which could have an impact on our results.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Information Security Program and systems are tested and assessed annually by an independent third party. • Automation and Artificial Intelligence We have implemented automated systems to proactively test attack vectors by emulating inside and outside threats resulting in the validation of our ability to detect and defend against a cyber attack.
Biggest changeOur Information Security Program includes at least annual penetration testing of our systems by an independent third party. 14 Table of Contents • Automation and Artificial Intelligence We employ controlled security testing activities to evaluate attack vectors and validate our ability to detect and respond to cyber threats.
Internal social engineering phishing campaigns are conducted regularly with the goal of building a culture of cybersecurity, as well as raising awareness and reinforcing best practices across the organization. Third parties also play a role in our cybersecurity.
Internal social engineering phishing campaigns are conducted frequently with the goal of building a culture of cybersecurity, as well as raising awareness and reinforcing best practices across the organization. Third parties also play a role in our cybersecurity.
Our cybersecurity programs align with numerous standards and continues to grow and develop as new technologies emerge. Further, we have regular user awareness testing and trainings in place which helps keep all end users and executive leadership up-to-date on the most current threats.
Our cybersecurity programs align with numerous standards and continue to grow and develop as new technologies emerge. Further, we have regular user awareness testing and trainings in place which help keep all end users and executive leadership up-to-date on the most current threats.
We continue to make significant investments in industry-leading and advanced technologies as part of our strategy to strengthen our security 15 Table of Contents posture, business continuity capabilities, and ability to protect and safeguard systems and stakeholder data.
We continue to make significant investments in industry-leading and advanced technologies as part of our strategy to strengthen our security posture, business continuity capabilities, and ability to protect and safeguard systems and stakeholder data.
Additionally, he provides at least an annual update, or more frequently if necessary, to both the Audit Committee and the full Board regarding the current threat landscape at Balchem, cybersecurity technologies, mitigation strategies, industry trends and best practices that we follow, major cybersecurity incidents (if any), and other areas of importance.
The IT department provides regular updates to senior management and provides at least an annual update, or more frequently if necessary, to both the Audit Committee and the full Board regarding the current threat landscape at Balchem, cybersecurity technologies, mitigation strategies, industry trends and best practices that we follow, major cybersecurity incidents (if any), and other areas of importance.
We apply a risk-based approach to mitigate cybersecurity risks associated with our use of third-party service providers and cybersecurity considerations affect the selection and oversight of these third-party service providers. We perform due diligence on third parties that have access to our most critical systems, data or facilities that house such systems or data.
We apply a risk-based approach to mitigate cybersecurity risks associated with our use of third-party service providers and cybersecurity considerations affect the selection and oversight of these third-party service providers. We perform risk-based due diligence on third parties with access to our systems, data or facilities, commensurate with the level of access and risk.
He has degrees in both management information systems and cybersecurity - and has held a number of progressing roles, including management of global infrastructure, information security and technology operations at Balchem, in addition to managing a global team of information technology and cybersecurity experts. The IT department provides regular updates to senior management.
He has degrees in both management information systems and cybersecurity - and has held a number of progressing roles, including management of global infrastructure, information security and technology operations at Balchem, in addition to managing a global team of information technology and cybersecurity experts.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following is a summary of our principal properties: Segment Location Administrative Manufacturing Warehousing Corporate 5 U.S. cities 5 — — HNH 17 U.S. cities and 7 foreign countries 1 17 6 ANH 9 U.S. cities and 2 foreign countries — 9 2 Specialty Products 6 U.S. cities and 6 foreign countries 2 8 2 Other 2 U.S. cities and 1 foreign country — 3 — We believe that our production facilities and related machinery and equipment are well maintained, suitable for their purpose, and adequate to support our businesses.
Biggest changeThe following is a summary of our principal properties: Segment Location Administrative Manufacturing Warehousing Corporate 5 U.S. cities and 1 foreign country 6 — — HNH 11 U.S. cities and 6 foreign countries 1 16 7 ANH 6 U.S. cities and 1 foreign country — 8 2 SP 4 U.S. cities and 5 foreign countries 1 7 2 Other 2 U.S. cities and 1 foreign country — 3 — 15 Table of Contents We believe that our production facilities and related machinery and equipment are well maintained, suitable for their purpose, and adequate to support our businesses.
Item 2. Properties Our corporate headquarters is located in Montvale, New Jersey. Our operations are conducted at our owned and leased facilities throughout the U.S. and other foreign countries. These facilities house manufacturing and warehousing operations, as well as 16 Table of Contents administrative offices.
Item 2. Properties Our corporate headquarters is located in Montvale, New Jersey. Our operations are conducted at our owned and leased facilities throughout the U.S. and other foreign countries. These facilities house manufacturing and warehousing operations, as well as administrative offices.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed4 unchanged
Biggest changeInformation with respect to certain legal proceedings is included in Note 16, Commitments and Contingencies , to our Consolidated Financial Statements for the year ended December 31, 2024 contained in this Annual Report on Form 10-K, and is incorporated herein by reference.
Biggest changeInformation with respect to certain legal proceedings is included in Note 15, Commitments and Contingencies , to our Consolidated Financial Statements for the year ended December 31, 2025 contained in this Annual Report on Form 10-K, and is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

11 edited+2 added−0 removed0 unchanged
Biggest changeReid , age 58, has served as our Senior Vice President and Chief Supply Chain Officer since September 2022. Prior to that, he served as Vice President and Chief Supply Chain Officer from January 2021 to September 2022. Mr. Reid served as Chief Supply Chain Officer at Godiva Chocolate from May 2019 to December 2020. Michael R.
Biggest changePrior to that, he served as Vice President and Chief Supply Chain Officer from January 2021 to September 2022. Mr. Reid served as Chief Supply Chain Officer at Godiva Chocolate from May 2019 to December 2020. M. Brent Tignor , age 48, has served as our Senior Vice President and Chief Human Resources Officer since September 2022.
Miyata previously served as Deputy General Counsel and Corporate Secretary at Allegion plc, a global manufacturing company in seamless access and security products, from October 2018 to July 2022. Frederic Boned , age 47, has served as our Senior Vice President and General Manager, Human Nutrition and Health, since November 2022.
Miyata previously served as Deputy General Counsel and Corporate Secretary at Allegion plc, a global manufacturing company in seamless access and security products, from October 2018 to July 2022. Frederic Boned , age 48, has served as our Senior Vice President and General Manager, Human Nutrition and Health, since November 2022.
Bengtsson has also served as our General Manager, Animal Nutrition and Health since March 2024. Hatsuki Miyata , age 49, has served as our Executive Vice President, Chief Legal Officer and Secretary since February 2025 and prior to that, as our General Counsel since July 2022. Ms.
Bengtsson has also served as our General Manager, Animal Nutrition and Health since March 2024. Hatsuki Miyata , age 50, has served as our Executive Vice President, Chief Legal Officer and Secretary since February 2025 and prior to that, as our General Counsel since July 2022. Ms.
Prior to that, he led the Human Resources department as our Vice President and Chief Human Resources Officer from February 2022 to September 2022 and as our Vice President, Human Resources from 2016 to February 2022. Job L. van Gunsteren , age 48, has served as our Senior Vice President and General Manager, Specialty Products, since September 2022.
Prior to that, he led the Human Resources department as our Vice President and Chief Human Resources Officer from February 2022 to September 2022 and as our Vice President, Human Resources from 2016 to February 2022. Job L. van Gunsteren , age 49, has served as our Senior Vice President and General Manager, Specialty Products, since September 2022.
Prior to that, he served as Regional Vice President, Health Nutrition and Care – North America from January 2022 to November 2022, and Vice President, Human Nutrition and Health – North America from September 2018 to January 2022, each at DSM, a Dutch multinational corporation in the fields of health and nutrition. Martin L.
Prior to that, he served as Regional Vice President, Health Nutrition and Care – North America from January 2022 to November 2022, and Vice President, Human Nutrition and Health – North America from September 2018 to January 2022, each at DSM, a Dutch multinational corporation in the fields of health and nutrition.
All officers are elected to hold office for one year or until their successors are elected and qualified or their earlier death, resignation or removal from office by the Board of Directors of the Company. 18 Table of Contents PART II
All officers are elected to hold office for one year or until their successors are elected and qualified or their earlier death, resignation or removal from office by the Board of Directors of the Company. 17 Table of Contents PART II
Miyata, Mr. Boned, and Mr. Reid have been employed by the Company for more than the past five years. No family relationship exists between any of the above-listed executive officers of the Company.
Miyata, Mr. Boned, and Mr. Graham have been employed by the Company for more than the past five years. No family relationship exists between any of the above-listed executive officers of the Company.
Prior to that, he served as our Vice President and General Manager, Specialy Products from August 2019 to September 2022 and as our Director for Animal Nutrition and Health – EMEA from 2013 to 2019. William A. Backus , age 58, has served as our Vice President and Chief Accounting Officer since October 2017. All above-listed officers except for Ms.
Prior to that, he served as our Vice President and General Manager, Specialty Products from August 2019 to September 2022 and as our Director for Animal Nutrition and Health – EMEA from 2013 to 2019. William A. Backus , age 59, has served as our Vice President and Chief Accounting Officer since October 2017. All above-listed officers except for Ms.
Harris , age 59, has served as our Chairman, President and Chief Executive Officer since 2017, and prior to that, as Board Director, President and Chief Executive Officer since 2015. C. Martin Bengtsson , age 47, has served as our Executive Vice President and Chief Financial Officer since February 2019. Mr.
Harris , age 60, has served as our Chairman, President and Chief Executive Officer since 2017, and prior to that, as Board Director, President and Chief Executive Officer since 2015. C. Martin Bengtsson , age 48, has served as our Executive Vice President and Chief Financial Officer since February 2019. Mr.
Item 4. Mine Safety Disclosures Not applicable. 17 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following is a list of executive officers of the Company as of February 21, 2025. Theodore L.
Item 4. Mine Safety Disclosures Not applicable. 16 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following is a list of executive officers of the Company as of February 20, 2026. Theodore L.
Sestrick , Ph.D., age 61, has served as our Senior Vice President and Chief Technology Officer since September 2022. Prior to that he served as our Vice President and Chief Technology officer from April 2017 to September 2022. M. Brent Tignor , age 47, has served as our Senior Vice President and Chief Human Resources Officer since September 2022.
George Graham , age 56, has served as our Senior Vice President and Chief R&D Officer since October 2025. Prior to that, he served as Senior Vice President of R&D at Mead Johnson Nutrition Company (part of Reckitt Benckiser) from April 2023 – October 2025.
Added
He has also served as Head of Digital Transformation and AI since October 2025.
Added
Prior to that, he served as Senior Vice President of R&D at Beachbody Company from December 2020 to April 2023, and as Vice President of Mars Advanced Research Institute in the U.K. from July 2018 to July 2020. Martin L. Reid , age 59, has served as our Senior Vice President and Chief Supply Chain Officer since September 2022.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe performance of the Common Stock shown on the graph below is historical only and not necessarily indicative of future performance. 20 Table of Contents Issuer Purchase of Equity Securities The following table summarizes the share repurchase activity for the year ended December 31, 2024: Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3) January 1-31, 2024 504 $ 140.87 504 $ 92,895,219 February 1-29, 2024 35,618 $ 144.07 35,618 $ 89,872,019 March 1-31, 2024 — $ — — $ 89,872,019 First Quarter 36,122 36,122 April 1-30, 2024 72 $ 152.79 72 $ 95,300,929 May 1-31, 2024 — $ — — $ 95,300,929 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 October 1-31, 2024 272 $ 171.46 272 $ 106,742,594 November 1-30, 2024 241 $ 176.63 241 $ 109,918,615 December 1-31, 2024 1,300 $ 166.53 1,300 $ 103,418,864 Fourth Quarter 1,813 1,813 Total 38,922 38,922 (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.
Biggest changeThe performance of the Common Stock shown on the graph below is historical only and not necessarily indicative of future performance. 18 Table of Contents Issuer Purchase of Equity Securities The following table summarizes the share repurchases activity for the year ended December 31, 2025: Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(3) January 1-31, 2025 — $ — — $ 103,418,864 February 1-28, 2025 32,369 $ 161.90 32,369 $ 95,302,085 March 1-31, 2025 500 $ 167.48 500 $ 98,501,855 First Quarter 32,869 32,869 April 1-30, 2025 49,616 $ 156.24 49,616 $ 84,139,744 May 1-31, 2025 155,055 $ 164.24 155,055 $ 62,982,137 June 1-30, 2025 294 $ 158.35 294 $ 60,675,920 Second Quarter 204,965 204,965 July 1-31, 2025 1,030 $ 156.17 1,030 $ 59,681,644 August 1-31, 2025 65,416 $ 161.32 65,416 $ 51,095,995 September 1-30, 2025 29,314 $ 160.49 29,314 $ 46,127,486 Third Quarter 95,760 95,760 October 1-31, 2025 110,712 $ 154.75 110,712 $ 46,127,486 November 1-30, 2025 160,061 $ 153.83 160,061 $ 2,560,266 December 1-31, 2025 80,560 $ 156.90 80,560 $ 616,670,503 Fourth Quarter 351,333 351,333 Total 684,927 684,927 (1) The Company repurchased (withheld) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan and made open market repurchases of common stock pursuant to a share repurchase agreement in compliance with Rule 10b-18 or a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
Specialty Chemicals Index, in each case assuming a comparable initial investment of $100 on December 31, 2019 and the subsequent reinvestment of dividends. The Russell 2000 ® Index measures the performance of the shares of the 2000 smallest companies included in the Russell 3000 ® Index.
Specialty Chemicals Index, in each case assuming a comparable initial investment of $100 on December 31, 2020 and the subsequent reinvestment of dividends. The Russell 2000 ® Index measures the performance of the shares of the 2000 smallest companies included in the Russell 3000 ® Index.
(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. Item 6. [Reserved] 21 Table of Contents
(3) Dollar amounts in this column equal the number of shares remaining available for repurchases under the stock repurchase programs as of the last date of the applicable month multiplied by the monthly average price paid per share. Item 6. [Reserved] 19 Table of Contents
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Common Stock is listed on the Nasdaq Stock Market LLC under the symbol “BCPC.” On February 7, 2025, the closing price for the Common Stock on the Nasdaq Stock Market LLC was $160.28.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Common Stock is listed on the Nasdaq Stock Market LLC under the symbol “BCPC.” On February 6, 2026, the closing price for the Common Stock on the Nasdaq Stock Market LLC was $173.16.
Such number does not include stockholders who hold their stock in street name. 19 Table of Contents Performance Graph The graph below sets forth the cumulative total stockholder return on the Common Stock (referred to in the table as “BCPC”) for the five years ended December 31, 2024, the overall stock market return during such period for shares comprising the Russell 2000 ® Index (which we believe includes companies with market capitalization similar to that of us), and the overall stock market return during such period for shares comprising the Dow Jones U.S.
Performance Graph The graph below sets forth the cumulative total stockholder return on the Common Stock (referred to in the table as “BCPC”) for the five years ended December 31, 2025, the overall stock market return during such period for shares comprising the Russell 2000 ® Index (which we believe includes companies with market capitalization similar to that of us), and the overall stock market return during such period for shares comprising the Dow Jones U.S.
Record Holders As of February 7, 2025, the approximate number of holders of record of Common Stock was 59.
Record Holders As of February 6, 2026, the approximate number of holders of record of Common Stock was 57. Such number does not include stockholders who hold their stock in street name.
Removed
(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 3,142,028 shares have been repurchased.
Added
(2) On December 9, 2025, the Board of Directors of the Company approved a new stock repurchase program which replaced the previously approved June 1999 program. The December 2025 program authorizes the repurchase of up to and including 4,000,000 shares of the Company's ordinary shares.
Removed
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 year ended December 31, 2024. There is no expiration for this program.
Added
This new stock repurchase program has no expiration date, does not oblige the Company to acquire any particular amount of the Company's ordinary shares, and may be terminated at any time. As of December 9, 2025, the 1999 program was terminated and all remaining authorized shares (5,742 shares) were expired.
Added
Since the inception of the new program on December 9, 2025, a total of 69,659 shares have been repurchased under the December 2025 program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

36 edited+12 added−5 removed11 unchanged
Biggest changeResults of Operations - Fiscal Year 2024 compared to Fiscal Year 2023 Summary of Consolidated Statements of Earnings (in thousands) 2024 2023 Increase (Decrease) % Change Net sales $ 953,684 $ 922,439 $ 31,245 3.4 % Gross margin 336,206 302,056 34,150 11.3 % Operating expenses 153,297 142,863 10,434 7.3 % Earnings from operations 182,909 159,193 23,716 14.9 % Interest and other expenses 16,456 21,932 (5,476) (25.0) % Income tax expense 37,978 28,718 9,260 32.2 % Net earnings $ 128,475 $ 108,543 $ 19,932 18.4 % Management's discussion and analysis of the Consolidated Statements of Earnings is included below: Net Sales Increase (Decrease) (in thousands) 2024 2023 % Change Human Nutrition and Health $ 600,258 $ 550,751 $ 49,507 9.0 % Animal Nutrition and Health 214,710 238,326 (23,616) (9.9) % Specialty Products 132,749 125,965 6,784 5.4 % Other 5,967 7,397 (1,430) (19.3) % Total $ 953,684 $ 922,439 $ 31,245 3.4 % • The increase in net sales within the Human Nutrition and Health segment for 2024 compared to 2023 was driven by higher sales within both the nutrients business and the food ingredients and solutions businesses.
Biggest changeUnallocated corporate expenses consist of: (i) Transaction and integration costs of $1,242, $1,484 and $1,617 for years ended December 31, 2025, 2024 and 2023, respectively, and (ii) Unallocated amortization expense of $0, $0, and $312 for years ended December 31, 2025, 2024, and 2023, respectively, related to an intangible asset in connection with a company-wide ERP system implementation. 21 Table of Contents Results of Operations - Fiscal Year 2025 compared to Fiscal Year 2024 Summary of Consolidated Statements of Earnings (in thousands) 2025 2024 Increase (Decrease) % Change Net sales $ 1,037,161 $ 953,684 $ 83,477 8.8 % Gross margin 370,633 336,206 34,427 10.2 % Operating expenses 161,307 153,297 8,010 5.2 % Earnings from operations 209,326 182,909 26,417 14.4 % Interest and other expenses 10,296 16,456 (6,160) (37.4) % Income tax expense 44,185 37,978 6,207 16.3 % Net earnings $ 154,845 $ 128,475 $ 26,370 20.5 % Management's discussion and analysis of the Consolidated Statements of Earnings is included below: Net Sales Increase (Decrease) (in thousands) 2025 2024 % Change Human Nutrition and Health $ 659,387 $ 600,258 $ 59,129 9.9 % Animal Nutrition and Health 230,852 214,710 16,142 7.5 % Specialty Products 140,976 132,749 8,227 6.2 % Other 5,946 5,967 (21) (0.4) % Total $ 1,037,161 $ 953,684 $ 83,477 8.8 % • The increase in net sales within the Human Nutrition and Health segment for 2025 compared to 2024 was driven by higher sales within both the nutrients business and the food ingredients and solutions businesses.
There were no material changes during the year ended December 31, 2024 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. We expect our operations to continue generating sufficient cash flow to fund working capital requirements and necessary capital investments.
There were no material changes during the year ended December 31, 2025 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, 2024. We expect our operations to continue generating sufficient cash flow to fund working capital requirements and necessary capital investments.
In addition, discussion of year-to-year comparisons between 2023 and 2022 are not included in this Annual Report on Form 10-K, and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
In addition, discussion of year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K, and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
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, which are included in "Other non-current assets" on the consolidated balance sheet.
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, which are included in "Other non-current assets" on the consolidated balance sheets.
Our three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products, as more fully described in Note 11, Segment Information , of the consolidated financial statements.
Our three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products, as more fully described in Note 10, Segment Information , of the consolidated financial statements.
Those statements in the following discussion that are not historical in nature should be considered to be forward-looking statements that are inherently uncertain. See “Cautionary Statement Regarding Forward-Looking Statements.” Overview We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, medical device sterilization, plant nutrition and industrial markets.
Those statements in the following discussion that are not historical in nature should be considered to be forward-looking statements that are inherently uncertain. See “Cautionary Statement Regarding Forward-Looking Statements.” Overview We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, plant nutrition, sterilization, fumigation, and industrial markets.
The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amount recorded for these obligations on our balance sheet as of December 31, 2024 and December 31, 2023 was $613 and $420, respectively, and was included in other long-term obligations.
The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amount recorded for these obligations on our balance sheet as of December 31, 2025 and December 31, 2024 was $869 and $613, respectively, and was included in other long-term obligations.
Refer to Part II, Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (filed with the SEC on February 16, 2024) for additional discussion of our financial condition and results of operations for the year ended December 31, 2022.
Refer to Part II, Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (filed with the SEC on February 21, 2025) for additional discussion of our financial condition and results of operations for the year ended December 31, 2023.
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 $35,661 and $37,892 for the years ended December 31, 2024 and 2023, respectively. Capital expenditures are projected to be approximately $40,000 to $45,000 for 2025.
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 $43,489 and $35,661 for the years ended December 31, 2025 and 2024, respectively. Capital expenditures are projected to be approximately $40,000 to $45,000 for 2026.
We currently provide postretirement benefits in the form of two retirement medical plans, as discussed in Note 15, Employee Benefit Plans . The liability recorded in other long-term liabilities on the consolidated balance sheets as of December 31, 2024 and December 31, 2023 was $1,522 and $1,395, respectively, and the plans are not funded.
We currently provide postretirement benefits in the form of two retirement medical plans, as discussed in Note 14, Employee Benefit Plans . The liability recorded in other long-term liabilities on the consolidated balance sheets as of December 31, 2025 and December 31, 2024 was $1,122 and $1,522, respectively, and the plans are not funded.
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.
Open market repurchases of common stock could be made pursuant to a share repurchase agreement in compliance with Rule 10b-18 or 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 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 decreased to $49,515 at December 31, 2024 from $64,447 at December 31, 2023.
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 $74,570 at December 31, 2025 from $49,515 at December 31, 2024.
Since the inception of the program in June 1999, a total of 3,142,028 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.
Since the inception of the December 2025 program, a total of 69,659 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.
Critical Accounting Estimates Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Refer to Note 17, Related Party Transactions . 25 Table of Contents Critical Accounting Estimates Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.
Related Party Transactions We were engaged in related party transactions with St. Gabriel CC Company, LLC for the years ended December 31, 2024 and December 31, 2023. Refer to Note 18, Related Party Transactions .
Related Party Transactions We were engaged in related party transactions with St. Gabriel CC Company, LLC for the years ended December 31, 2025 and December 31, 2024.
Total sales for this segment grew 9.0%, with volume and mix contributing 6.6% and average selling prices contributing 2.4%. • The decrease in net sales within the Animal Nutrition and Health segment for 2024 compared to 2023 was driven by lower sales in both the monogastric and ruminant species markets.
Total sales for this segment grew 9.9%, with volume and mix contributing 6.6%, average selling prices contributing 2.8%, and the change in foreign currency exchange rates contributing 0.4%. • The increase in net sales within the Animal Nutrition and Health segment for 2025 compared to 2024 was driven by higher sales in both the ruminant and monogastric species markets.
Dividend payments were $25,576 and $22,872 during 2024 and 2023, respectively. Other Matters Impacting Liquidity We have a liability of $6,720 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.
Other Matters Impacting Liquidity We have a liability of $6,731 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.
The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three years ended December 31, 2024, 2023 and 2022 (in thousands): Business Segment Net Sales 2024 2023 2022 Human Nutrition and Health $ 600,258 $ 550,751 $ 527,131 Animal Nutrition and Health 214,710 238,326 262,297 Specialty Products 132,749 125,965 131,438 Other and Unallocated (1) 5,967 7,397 21,492 Total $ 953,684 $ 922,439 $ 942,358 Business Segment Earnings From Operations 2024 2023 2022 Human Nutrition and Health $ 135,957 $ 102,419 $ 82,125 Animal Nutrition and Health 14,013 27,576 36,056 Specialty Products 39,906 34,579 32,789 Other and Unallocated (1) (6,967) (5,381) (5,784) Total $ 182,909 $ 159,193 $ 145,186 (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.
The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three years ended December 31, 2025, 2024 and 2023 (in thousands): Business Segment Net Sales 2025 2024 2023 Human Nutrition and Health $ 659,387 $ 600,258 $ 550,751 Animal Nutrition and Health 230,852 214,710 238,326 Specialty Products 140,976 132,749 125,965 Other and Unallocated (1) 5,946 5,967 7,397 Total $ 1,037,161 $ 953,684 $ 922,439 Business Segment Earnings From Operations 2025 2024 2023 Human Nutrition and Health $ 153,906 $ 135,957 $ 102,419 Animal Nutrition and Health 18,687 14,013 27,576 Specialty Products 42,901 39,906 34,579 Other and Unallocated (1) (6,168) (6,967) (5,381) Total $ 209,326 $ 182,909 $ 159,193 (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.
They are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability was $11,470 as of December 31, 2024, of which $11,449 was included in "Other long-term obligations" and $21 was included in "Accrued compensation and other benefits" on our condensed consolidated 26 Table of Contents balance sheets.
They are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability was $12,806 as of December 31, 2025, of which $12,781 was included in "Other long-term obligations" and $25 was included in "Accrued compensation and other benefits" on our consolidated balance sheets.
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 $17,228 and $5,242 for the years ended December 31, 2024 and 2023, respectively.
We also repurchase (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. Such repurchases of shares from employees are funded with existing cash on hand. Repurchases of common stock were $107,636 and $5,682 for the years ended December 31, 2025 and 2024, respectively.
At December 31, 2024, we had $44,189 of cash and cash equivalents held by our foreign subsidiaries.
At December 31, 2025, we had $61,986 of cash and cash equivalents held by our foreign subsidiaries.
Total sales for this segment decreased by 9.9%, with average selling prices contributing -6.1% and volume and mix contributing -3.8%. • The increase in net sales within the Specialty Products segment for 2024 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 7.5%, with average selling prices contributing 5.6%, volume and mix contributing 1.0%, and the change in foreign currency exchange rates contributing 0.9%. • The increase in net sales within the Specialty Products segment for 2025 compared to 2024 was due to higher sales within both the performance gases market and the plant nutrition business.
Cash paid to acquire an existing toll manufacturer to add capacity amounted to $24,164 for the year ended December 31, 2024, net of cash acquired. Cash paid for acquisitions, net of cash acquired, amounted to $1,252 for year ended December 31, 2023.
Cash paid to acquire an existing toll 24 Table of Contents manufacturer to add capacity amounted to $323 and $24,164 for the years ended December 31, 2025 and 2024, respectively, net of cash acquired.
For debt obligations, see Note 8, Revolving Loan , and for operating and finance lease obligations, see Note 19, Leases . We are not aware of any current or pending demands on, or commitments for, our liquid assets that will materially affect our liquidity.
We are not aware of any current or pending demands on, or commitments for, our liquid assets that will materially affect our liquidity.
The increase in gross margin was driven by the aforementioned higher sales, a favorable mix and certain lower manufacturing input costs. • Animal Nutrition & Health segment earnings from operations decreased $13,563.
The increase in gross margin was driven by the aforementioned higher sales and a favorable mix, partially offset by certain higher manufacturing input costs.
Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated". Segment Results We sell products for all three segments through our own sales force, independent distributors, and sales agents.
Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".
The deferred compensation liability was $10,188 as of December 31, 2023 and was included in "Other long-term obligations" on our condensed consolidated balance sheets. The related rabbi trust assets were $11,465 and $10,188 as of December 31, 2024 and 2023, respectively, and were included in "Other non-current assets" on the Company's consolidated balance sheets.
The related rabbi trust assets was $12,798 as of December 31, 2025, of which $12,773 was included in "Other non-current assets" and $25 was included in "Other current assets" on the Company's consolidated balance sheets. The related rabbi trust assets was $11,465 as of December 31, 2024, and was included in "Other non-current assets" on the Company's consolidated balance sheets.
Financing Activities In 2024, we borrowed $26,000 to fund the payment of the 2023 dividend and made total loan repayments of $145,569, resulting in $360,000 available under the 2022 Credit Agreement (see Note 8, Revolving Loan ) as of December 31, 2024. We have an approved stock repurchase program. The total authorization under this program is 3,763,038 shares.
Financing Activities In 2025, we borrowed $88,000 to fund share repurchases and the payment of the 2024 dividend, and made total loan repayments of $114,000, resulting in $386,000 available under the 2022 Credit Agreement (see Note 7, Revolving Loan ) as of December 31, 2025.
Earnings From Operations (in thousands) 2024 2023 Increase (Decrease) % Change Human Nutrition and Health $ 135,957 $ 102,419 $ 33,538 32.7 % Animal Nutrition and Health 14,013 27,576 (13,563) (49.2) % Specialty Products 39,906 34,579 5,327 15.4 % Other and unallocated (6,967) (5,381) (1,586) (29.5) % Earnings from operations $ 182,909 $ 159,193 $ 23,716 14.9 % % of net sales (operating margin) 19.2 % 17.3 % • Human Nutrition & Health segment earnings from operations increased $33,538 primarily due to a gross margin contribution of $37,635.
Earnings From Operations (in thousands) 2025 2024 Increase (Decrease) % Change Human Nutrition and Health $ 153,906 $ 135,957 $ 17,949 13.2 % Animal Nutrition and Health 18,687 14,013 4,674 33.4 % Specialty Products 42,901 39,906 2,995 7.5 % Other and unallocated (6,168) (6,967) 799 11.5 % Earnings from operations $ 209,326 $ 182,909 $ 26,417 14.4 % % of net sales (operating margin) 20.2 % 19.2 % • Human Nutrition & Health segment earnings from operations increased $17,949 primarily due to a gross margin contribution of $22,438.
The decrease in net interest expense is mainly due to lower outstanding borrowings. Income Tax Expense (in thousands) 2024 2023 Increase (Decrease) % Change Income tax expense $ 37,978 $ 28,718 $ 9,260 32.2 % Effective tax rate 22.8 % 20.9 % The increase in the effective tax rate was primarily due to an increase in certain foreign taxes.
The decrease in net interest expense is mainly due to lower outstanding borrowings. 23 Table of Contents Income Tax Expense (in thousands) 2025 2024 Increase (Decrease) % Change Income tax expense $ 44,185 $ 37,978 $ 6,207 16.3 % Effective tax rate 22.2 % 22.8 % The decrease in the effective tax rate was primarily due to a decrease in certain state and foreign taxes partially offset by lower tax benefits from stock-based compensation.
Liquidity and Capital Resources (All amounts in thousands, except share and per share data) Contractual Obligations Our short-term purchase obligations primarily include contractual arrangements in the form of purchase orders with suppliers. As of December 31, 2024, such purchase obligations were $103,255.
Liquidity and Capital Resources Contractual Obligations Our short-term purchase obligations primarily include contractual arrangements in the form of purchase orders with suppliers. As of December 31, 2025, such purchase obligations were $134,910. For debt obligations, see Note 7, Revolving Loan , and for operating and finance lease obligations, see Note 18, Leases .
Total sales for this segment increased by 5.4%, with average selling prices contributing 3.9% and volume and mix contributing 1.4%. • Sales relating to Other decreased from the prior year primarily due to lower average selling prices. • 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. 23 Table of Contents Gross Margin (in thousands) 2024 2023 Increase (Decrease) % Change Gross margin $ 336,206 $ 302,056 $ 34,150 11.3 % % of net sales 35.3 % 32.7 % Gross margin dollars increased for 2024 compared to 2023 due to higher sales, a favorable mix and a decrease in cost of goods sold of $2,905.
Total sales for this segment increased by 6.2%, with average selling prices contributing 4.0%, the change in foreign currency exchange rates contributing 1.3%, and volume and mix contributing 0.9%. • 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 decreased $11,198 primarily due to the aforementioned lower sales, partially offset by certain lower manufacturing input costs. • Specialty Products segment earnings from operations increased $5,327 due to an increase in gross margin of $9,518. The increase in gross margin was primarily due to the aforementioned higher sales and certain lower manufacturing input costs.
The increase in gross margin was partially offset by an increase in operating expenses of $2,585, primarily driven by higher compensation-related expenses of $2,147. • Specialty Products segment earnings from operations increased $2,995 primarily due to a gross margin contribution of $4,065. The increase in gross margin was driven by the aforementioned higher sales.
Operating Expenses (in thousands) 2024 2023 Increase (Decrease) % Change Operating expenses $ 153,297 $ 142,863 $ 10,434 7.3 % % of net sales 16.1 % 15.5 % The increase in operating expenses was primarily due to the impact of favorable adjustments to transaction costs in the prior year of $11,300, an increase in compensation-related expenses of $9,074, higher professional services of $1,950, and the impact of a gain on the sale of fixed assets of $1,338 in the prior year, partially offset by lower amortization expense of $8,867 and a decrease in restructuring-related impairment charges of $7,243.
Gross Margin (in thousands) 2025 2024 Increase (Decrease) % Change Gross margin $ 370,633 $ 336,206 $ 34,427 10.2 % % of net sales 35.7 % 35.3 % Gross margin dollars increased for 2025 compared to 2024 due to higher sales and a favorable mix, partially offset by certain higher manufacturing input costs. 22 Table of Contents Operating Expenses (in thousands) 2025 2024 Increase (Decrease) % Change Operating expenses $ 161,307 $ 153,297 $ 8,010 5.2 % % of net sales 15.6 % 16.1 % The increase in operating expenses was primarily due to an increase in compensation-related expenses of $8,327 and higher professional services of $3,856, partially offset by lower amortization expense of $2,376 and a decrease in agent and broker commissions of $1,132.
This was partially offset by an increase in operating expenses of $4,191, 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. 24 Table of Contents Other Expenses (Income) (in thousands) 2024 2023 Increase (Decrease) % Change Interest expense, net $ 16,528 $ 22,613 $ (6,085) (26.9) % Other (income) expense, net (72) (681) 609 89.4 % $ 16,456 $ 21,932 $ (5,476) (25.0) % Interest expense for 2024 and 2023 was primarily related to outstanding borrowings under the 2022 Credit Agreement.
Other Expenses (Income) (in thousands) 2025 2024 Increase (Decrease) % Change Interest expense, net $ 10,219 $ 16,528 $ (6,309) (38.2) % Other expense (income), net 77 (72) 149 206.9 % $ 10,296 $ 16,456 $ (6,160) (37.4) % Interest expense for 2025 and 2024 was primarily related to outstanding borrowings under the 2022 Credit Agreement.
Significant cash payments during the year included net payments on the revolving loan of $119,569, income taxes paid of $42,643, capital expenditures and intangible assets acquired of $35,661, the payment of the 2023 declared dividend in 2024 of $25,576, and cash paid for an acquisition of $24,164. 25 Table of Contents (in thousands) 2024 2023 Increase (Decrease) % Change Cash flows provided by operating activities $ 181,999 $ 183,761 $ (1,762) (1.0) % Cash flows used in investing activities (59,736) (34,813) (24,923) (71.6) % Cash flows used in financing activities (133,815) (153,321) 19,506 12.7 % Operating Activities The decrease in cash flows from operating activities was primarily driven by the impact from changes in working capital.
(in thousands) 2025 2024 Increase (Decrease) % Change Cash flows provided by operating activities $ 216,556 $ 181,999 $ 34,557 19.0 % Cash flows used in investing activities (43,891) (59,736) 15,845 26.5 % Cash flows used in financing activities (152,810) (133,815) (18,995) (14.2) % Operating Activities The increase in cash flows from operating activities was primarily driven by the increase in net earnings and the impact from the changes in working capital.
Removed
Unallocated corporate expenses consist of: (i) Transaction and integration costs, ERP implementation costs, and unallocated legal fees totaling $1,484, $1,617 and $3,581 for years ended December 31, 2024, 2023 and 2022, respectively, and (ii) Unallocated amortization expense of $0, $312, and $2,951 for years ended December 31, 2024, 2023, and 2022, respectively, related to an intangible asset in connection with a company-wide ERP system implementation. 22 Table of Contents Acquisitions On August 30, 2022, we completed the acquisition of Bergstrom, a leading science-based manufacturer of MSM, based in Vancouver, Washington, and on June 21, 2022, we completed the acquisition of Kappa, a leading science-based manufacturer of specialty vitamin K2 for the human nutrition industry, headquartered in Oslo, Norway.
Added
Recent Developments Anti-Dumping Investigation in the European Union In late June 2025, the European Commission announced that it would impose provisional duties between 95.4% and 120.8% on imports into the European Union of choline chloride originating in the People’s Republic of China, effective July 1, 2025.
Removed
Details related to both acquisitions are disclosed in Note 2, Significant Acquisitions , and the "Acquisitions" section in Item 1. Business.
Added
The investigation was initiated by the European Commission in late October 2024, following a complaint lodged by Balchem Italia Srl and another complainant. On December 19, 2025, the European Commission published their final decision to set definitive duties between 90.0% and 115.9%.
Removed
Cost of goods sold decreased by 0.5%, mainly driven by certain lower manufacturing input costs.
Added
Further, the European Commission set rules to make it clear that the country of origin of choline chloride, regardless of form, will be the country where the chemical reaction between trimethylamine hydrochloride and ethylene oxide takes place. 20 Table of Contents Segment Results We sell products for all three segments through our own sales force, independent distributors, and sales agents.
Removed
However, if these funds are needed for U.S. operations, we could be required to pay additional withholding taxes to repatriate these funds. In 2023, due to prevailing economic conditions of increased interest rates and subsequent borrowing costs, we remitted approximately $18,000 from our Belgium subsidiary to pay down U.S. debt, resulting in income tax expense of $20.
Added
The increase in gross margin was partially offset by an increase in operating expenses of $4,489, primarily due to higher compensation-related costs of $5,909, partially offset by lower amortization of $2,329. • Animal Nutrition & Health segment earnings from operations increased $4,674 primarily due to a gross margin contribution of $7,259.
Removed
Working capital was $156,085 at December 31, 2024 as compared to $165,751 at December 31, 2023, a decrease of $9,666.
Added
The increase in gross margin was driven by the aforementioned higher sales and a favorable mix, partially offset by certain higher manufacturing input costs.
Added
This was partially offset by an increase in operating expenses of $1,070, primarily related to higher professional services of $831.
Added
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 $189,230 at December 31, 2025 as compared to $156,085 at December 31, 2024, an increase of $33,145.
Added
Significant cash payments during the year included repurchases of common stock of $107,636, capital expenditures and intangible assets acquired of $43,489, income taxes paid of $37,749, the payment of the 2024 declared dividend in 2025 of $28,287, and net payments on the revolving loan of $26,000.
Added
On December 9, 2025, the Company's Board of Directors approved a new stock repurchase program (the "December 2025 program"), which replaced the previously approved June 1999 program. The December 2025 program authorizes the repurchases of up to and including 4,000,000 shares of the Company's ordinary shares.
Added
This new stock repurchase program has no expiration date, does not oblige the Company to acquire any particular amount of the Company's ordinary shares, and may be terminated at any time. As of December 9, 2025, the 1999 program was terminated and all remaining authorized shares (5,742 shares) were expired.
Added
Proceeds from stock options exercised were $9,307 and $17,228 for the years ended December 31, 2025 and 2024, respectively. Dividend payments were $28,287 and $25,576 during 2025 and 2024, respectively.
Added
The deferred compensation liability was $11,470 as of December 31, 2024, of which $11,449 was included in "Other long-term obligations" and $21 was included in "Accrued compensation and other benefits" on our consolidated balance sheets.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+1 added−0 removed2 unchanged
Biggest changeRefer to details noted below (see Note 20, Derivative Instruments and Hedging Activities ). Additionally, as of December 31, 2024, 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 8, Revolving Loan ).
Biggest changeAdditionally, as of December 31, 2025 and 2024, 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.
These 27 Table of Contents 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 20, Derivative Instruments and Hedging Activities ). This derivative settled on its maturity date of June 27, 2023.
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 ). This derivative settled on its maturity date of June 27, 2023.
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 20, Derivative Instruments and Hedging Activities ). This derivative settled on its maturity date of June 27, 2023. 28 Table of Contents
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. 26 Table of Contents
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.
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.
Item 7A. 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. These derivatives settled on their maturity date of June 27, 2023.
Item 7A. 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.
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 December 31, 2024, would result in an increase or decrease in annual interest expense and a corresponding reduction or increase in cash flow of approximately $1,900.
A 100 basis point increase or decrease in interest rates, applied to our borrowings at December 31, 2025, would result in an increase or decrease in annual interest expense and a corresponding reduction or increase in cash flow of approximately $1,640. We are exposed to commodity price risks, including prices of our primary raw materials.
Added
These derivatives settled on their maturity date of June 27, 2023 (refer to "Interest Rate Risk" and "Foreign Currency Exchange Risk" below and Note 19, Derivative Instruments and Hedging Activities ).

Other BCPC 10-K year-over-year comparisons