What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-21 · 222 added, 290 removed, 1020 unchanged (33% of the section changed)

22 unchanged sentences

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Reporting Units for Goodwill Impairment Testing

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To test for goodwill impairment, the Company compares the fair value of each reporting unit to its carrying value.

When determining the fair value of each reporting unit, management makes significant estimates and assumptions related to a number of factors.

The Company considers the impact of factors that are specific to each of the reporting units such as industry and economic changes as well as projected sales and expense growth rates based upon annual budgets and longer-range strategic plans, which are highly sensitive to changes in domestic and foreign economic conditions, and the selection of appropriate discount rates.

Given the significant estimates and assumptions management makes to determine the fair value of the reporting units we identified management’s assumptions related to the sales growth rates, projected gross margin rates and certain components of the discount rates utilized in the valuation of the reporting units within the Company’s goodwill impairment tests as a critical audit matter.

When determining the fair value of each reporting unit, management makes significant estimates and assumptions related to a number of factors such as revenue growth rates, operating margins, estimated terminal values and future economic and market conditions.

Given the significant estimates and assumptions management makes to determine the fair value of the reporting units, we identified management’s assumptions related to the projected revenue growth rates and operating margin rates utilized in the valuation of the reporting units within the Company’s goodwill impairment tests as a critical audit matter.

Auditing the reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

Our audit procedures related to sales and expense growth rates, discount rates, and the terminal value calculation utilized in the valuation of the Company’s reporting units included the following, among others:

Our audit procedures related to revenue growth and operating margin rates utilized in the valuation of the Company’s reporting units included the following, among others:

• We obtained an understanding of the relevant controls related to the valuation of the Company’s reporting units and tested such controls for design and operating effectiveness, including management review controls over significant assumptions.

• We evaluated the reasonableness of management’s forecasts of sales growth rates and projected gross margin rates by comparing the forecasts to:

(1) the historical results, (2) internal communications to management and the Board of Directors, and (3) external communications made by management to analysts and investors, as applicable.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates and tested the relevance and reliability of source information underlying the determination of the discount rates, tested the mathematical accuracy of the calculation, and developed a range of independent estimates and compared those to the discount rates selected by management.

• We evaluated the reasonableness of management’s forecasts of revenue growth rates and projected operating margin rates by comparing to (1) the historical results and (2) internal communications to management and the Board of Directors, as well as considering whether these assumptions were consistent with evidence obtained in other areas of the audit.

• We evaluated the reasonableness of management’s forecasts of revenue growth rates and projected gross margin rates by considering the consistency with external market and industry data.

• With the assistance of our fair value specialists, we tested the mathematical accuracy of the fair value calculations.

/s/ RSM US LLP

17 unchanged sentences

Goodwill 816,375 780,030

Intangible assets with finite lives, net 165,050 191,212

Customer relationships and lists 132,994 132,484

Other intangible assets with finite lives, net 30,295 32,566

Right of use assets - operating leases 14,672 15,320

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Retained earnings 1,121,396 997,493

Accumulated other comprehensive (loss) income ( 23,747 ) 8,691

Accumulated other comprehensive income (loss) 41,547 ( 23,747 )

Total stockholders’ equity 1,257,413 1,149,913

17 unchanged sentences

Interest expense, net 10,219 16,528 22,613

Other (income) expense, net ( 72 ) ( 681 ) 1,169

Other expense (income), net 77 ( 72 ) ( 681 )

10,296 16,456 21,932

11 unchanged sentences

Net earnings $ 154,845 $ 128,475 $ 108,543

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Net foreign currency translation adjustment 65,535 ( 32,590 ) 16,809

Unrealized (loss) gain on cash flow hedge, net of taxes of $ 341 , and $ 868 at December 31, 2023, and 2022, respectively

Unrealized loss on cash flow hedge, net of taxes of $ 341 at December 31, 2023

— — ( 1,065 )

1 unchanged sentence

( 241 ) 152 101

Other comprehensive (loss) income, net of tax ( 32,438 ) 15,845 ( 2,161 )

Other comprehensive income (loss), net of tax 65,294 ( 32,438 ) 15,845

Comprehensive income $ 220,139 $ 96,037 $ 124,388

12 unchanged sentences

Net earnings 108,543 108,543 — — — —

Other comprehensive loss ( 2,161 ) — ( 2,161 ) — — —

Other comprehensive income 15,845 — 15,845 — — —

Dividends ($ .79 per share)

( 25,542 ) ( 25,542 ) — — — —

Repurchases of common stock ( 35,423 ) — — ( 252,304 ) ( 16 ) ( 35,407 )

Repurchases of common stock, including excise tax ( 4,514 ) — — ( 32,558 ) ( 2 ) ( 4,512 )

Shares and options issued under stock plans 21,368 — — 134,499 9 21,359

1 unchanged sentence

Net earnings 128,475 128,475 — — — —

Other comprehensive income 15,845 — 15,845 — — —

Other comprehensive loss ( 32,438 ) — ( 32,438 ) — — —

Dividends ($ .87 per share)

( 28,470 ) ( 28,470 ) — — — —

Repurchases of common stock, including excise tax ( 4,514 ) — — ( 32,558 ) ( 2 ) ( 4,512 )

Repurchases of common stock ( 5,682 ) — — ( 38,922 ) ( 3 ) ( 5,679 )

Shares and options issued under stock plans 34,044 — — 311,438 21 34,023

1 unchanged sentence

Net earnings 154,845 154,845 — — — —

Other comprehensive loss ( 32,438 ) — ( 32,438 ) — — —

Other comprehensive income 65,294 — 65,294 — — —

Dividends ($ .96 per share)

( 30,942 ) ( 30,942 ) — — — —

Repurchases of common stock ( 5,682 ) — — ( 38,922 ) ( 3 ) ( 5,679 )

Repurchases of common stock, including excise tax ( 109,182 ) — — ( 684,927 ) ( 46 ) ( 109,136 )

Shares and options issued under stock plans 27,485 — — 215,804 15 27,470

12 unchanged sentences

Deferred income taxes 6,262 ( 6,779 ) ( 10,814 )

Provision for credit losses 299 37 401

Unrealized (gain) loss on foreign currency transactions and deferred

(Recovery of) provision for credit losses ( 97 ) 299 37

Unrealized gain on foreign currency transactions and deferred

compensation ( 680 ) ( 100 ) ( 733 )

Asset impairment charge and loss on disposal of assets 1,664 7,031 366

Asset impairment charge and (gain) loss on disposal of assets ( 58 ) 1,664 7,031

Change in fair value of contingent consideration liability — ( 91 ) ( 11,300 )

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Cash flows from investing activities:

Cash paid for acquisitions, net of cash acquired ( 24,164 ) ( 1,252 ) ( 365,780 )

Capital expenditures and intangible assets acquired ( 43,489 ) ( 35,661 ) ( 37,892 )

Cash paid for acquisitions, net of cash acquired ( 323 ) ( 24,164 ) ( 1,252 )

Proceeds from sale of assets 274 359 1,881

5 unchanged sentences

Principal payments on revolving debt ( 114,000 ) ( 145,569 ) ( 149,000 )

Principal payments on acquired debt — — ( 30,988 )

Cash paid for financing costs — — ( 1,232 )

Principal payments on finance lease ( 194 ) ( 216 ) ( 222 )

2 unchanged sentences

Repurchases of common stock ( 107,636 ) ( 5,682 ) ( 4,469 )

Net cash (used in) provided by financing activities ( 133,815 ) ( 153,321 ) 246,679

Net cash used in financing activities ( 152,810 ) ( 133,815 ) ( 153,321 )

Effect of exchange rate changes on cash 5,200 ( 3,380 ) 2,260

Decrease in cash and cash equivalents ( 14,932 ) ( 2,113 ) ( 36,679 )

Increase (decrease) in cash and cash equivalents 25,055 ( 14,932 ) ( 2,113 )

Cash and cash equivalents beginning of period 49,515 64,447 66,560

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Business Description

Balchem Corporation (“Balchem” or the “Company”), including, unless the context otherwise requires, its wholly-owned subsidiaries, incorporated in the State of Maryland in 1967, is engaged in the development, manufacture and marketing of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, agricultural, and medical device sterilization industries.

Principles of Consolidation

1 unchanged sentence

All significant intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to prior period amounts to conform with the current period's presentation.

Revenue Recognition

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In accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers , revenue-generating contracts are assessed to identify distinct performance obligations, allocating transaction prices to those performance obligations, and criteria for satisfaction of a performance obligation.

The standard allows for recognition of revenue only when we have satisfied a performance obligation through transferring control of the promised good or service to a customer.

The standard allows for recognition of revenue only when the Company has satisfied a performance obligation through transferring control of the promised good or service to a customer.

Control, in this instance, may mean the ability to prevent other entities from directing the use of, and receiving benefit from, a good or service.

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If the financial condition of our customers were to deteriorate resulting in an impairment of their ability to make payments, additional allowances and related bad debt expense may be required.

Accounts receivable, net of allowance for credit losses as of December 31, 2023 amounted to $ 125,284 .

Inventories are valued at the lower of cost (first in, first out) or net realizable value and have been reduced by an allowance for excess or obsolete inventories.

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The Company extends credit to its customers based upon an evaluation of the customers’ financial condition and credit histories.

In 2024, 2023 and 2022, no customer accounted for more than 10% of total net sales or accounts receivable.

In 2025, 2024 and 2023, no customer accounted for more than 10% of total net sales.

As of December 31, 2025, one customer accounted for 14 % of the Company's accounts receivable.

The Company does not believe this concentration presents a significant credit risk based on the customer’s payment history and financial condition.

Other than the one customer mentioned above, no other customer accounted for more than 10% of accounts receivable as of December 31, 2025 and 2024.

Post-employment Benefits

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If actual experience differs from these assumptions, the cost of providing these benefits could increase or decrease.

In accordance with ASC 715, “Compensation-Retirement Benefits,” we are required to recognize the overfunded or underfunded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in our statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.

In accordance with ASC 715, “Compensation-Retirement Benefits,” we are required to recognize the overfunded or underfunded status of a defined benefit post retirement plan (other than a multi-employer plan) as an asset or liability in our statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.

Goodwill and Acquired Intangible Assets

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The Company assessed the fair values of its reporting units by utilizing the income approach, based on a discounted cash flow valuation model as the basis for its conclusions.

The Company's estimates of future cash flows included significant management assumptions such as revenue growth rates, operating margins, certain components of

the discount rates, estimated terminal values and future economic and market conditions.

The Company's estimates of future cash flows included significant management assumptions such as revenue growth rates, operating margins, estimated terminal values, and future economic and market conditions.

The Company's assessment concluded that the fair values of the reporting units exceeded their carrying amounts, including goodwill.

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Patents and trade secrets 15 - 17

Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.

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Management is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and revenues and expenses during the reporting period.

Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

2 unchanged sentences

The Company has a number of financial instruments, none of which are held for trading purposes.

The Company estimates that the fair value of all financial instruments at December 31, 2025 and 2024 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets.

The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies.

Considerable judgment is required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio.

The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable and accrued liabilities, and are carried at cost which approximates fair value due to the short-term maturity of these instruments.

In addition, non-current assets includes rabbi trust funds related to the Company's deferred compensation plan.

The money market and rabbi trust funds are valued using level one inputs, as defined by ASC 820, "Fair Value Measurement."

Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The following fair value hierarchy is used to classify assets and liabilities:

• Level 1 - Inputs are quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

• Level 2 - Inputs include observable inputs other than quoted prices in active markets.

• Level 3 - Inputs are unobservable inputs for which there is little or no market data available.

Cost of Sales

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Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is generally based on discounted cash flows.

If the carrying amount of an asset exceeds its estimated

future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is generally based on discounted cash flows.

Derivative Instruments and Hedging Activities

14 unchanged sentences

Recently Issued Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270) - Narrow-Scope Improvements".

The ASU clarifies interim disclosure requirements and the applicability of Topic 270 and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The ASU is effective for fiscal years beginning after December 15, 2027, including interim periods within those those fiscal years.

Upon adoption, the guidance can be applied prospectively or retrospectively.

The Company is currently evaluating the impact of adopting ASU 2025-11 but does not expect the adoption to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)." The new guidance is intended to enhance transparency and disclosures by requiring public entities to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis.

1 unchanged sentence

The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on the consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation and information on income taxes paid.

1 unchanged sentence

The amendment in this Update should be applied on a prospective basis, with retrospective application permitted.

The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on the consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

The Company adopted this accounting guidance on December 31, 2025 on a prospective basis.

Refer to Note 9, Income Taxes for the expanded disclosures.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures." The ASU expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

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ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning December 15, 2024.

The Company adopted this accounting guidance on December 31, 2024, and applied it retrospectively to all prior periods presented in our consolidated financial statements.

The Company adopted this

accounting guidance on December 31, 2024, and applied it retrospectively to all prior periods presented in our consolidated financial statements.

Refer to Note 10, Segment Information for the expanded disclosures.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting", and in December 2022 subsequently issued ASU 2022-06, “Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848.” These ASU’s provide temporary optional guidance to ease the potential burden in accounting for reference rate reform.

The Standards Updates provide optional expedients and exceptions for applying accounting principles generally accepted in the United States to contract modifications and hedging relationships that reference LIBOR or another reference rate that are expected to be discontinued.

The Standards Updates were effective upon issuance and can generally be applied through December 31, 2024.

Due to the discontinuation of LIBOR and under the relief provided by Topic 848, during the third quarter of 2022, the Company modified its interest rate swap and replaced LIBOR with 1-month CME Term SOFR.

The modification of the agreement did not have a significant impact on the Company's consolidated financial statements and disclosures.

The interest rate swap matured on June 27, 2023.

NOTE 2 – SIGNIFICANT ACQUISITIONS

Cardinal Associates Inc.

("Bergstrom")

On August 30, 2022, the Company's wholly-owned subsidiary Albion Laboratories, Inc.

("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 Nutrition is a leading science-based manufacturer of MSM, based in Vancouver, Washington.

MSM is a widely used nutritional ingredient with strong scientific evidence supporting its benefits for joint health, sports nutrition, skin and beauty, healthy aging, and pet health.

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.

The Company made payments of $ 72,143 for the acquisition, amounting to $ 71,937 to the former shareholders or on behalf of the former shareholders and $ 206 to pay off Bergstrom's bank debt.

Net of cash acquired of $ 773 , total payments made to the former shareholders or on behalf of the former shareholders of Bergstrom were $ 71,164 .

The acquisition was primarily financed through the 2022 Credit Agreement (see Note 8, Revolving Loan ).

In connection with this transaction, the former shareholders of Bergstrom had an opportunity to receive an additional payment in 2024 if certain financial performance targets and other metrics were met.

The earn-out payment of $ 9 was paid out in 2024.

Therefore, there was no contingent consideration liability at December 31, 2024.

The Company also made an additional post-closing payment of $ 910 in the third quarter of 2023 that was negotiated as a deduction of the cash consideration at closing.

As a result, total payments related to the transaction were $ 72,152 , comprised of the upfront cash consideration of $ 70,892 , a working capital adjustment of $ 341 , an additional post-closing payment of $ 910 , and the fair value of the earn-out payment of $ 9 .

The goodwill of $ 31,550 that arose on the acquisition date consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce.

80 % of the goodwill is assigned to the Human Nutrition and Health business segment and 20 % of the goodwill is assigned to the Animal Nutrition and Health business segment.

For tax purposes, a joint election under 338(h)(10) was made to treat the stock acquisition as a deemed asset acquisition, therefore generating tax amortizable goodwill.

The following table summarizes the fair values of the assets acquired and liabilities assumed:

Cash and cash equivalents $ 773

Accounts receivable 4,699

Inventories 3,972

Property, plant and equipment 2,243

Right of use assets 866

Customer relationships 29,900

Developed technology 4,600

Trademarks 2,300

Other assets 197

Accounts payable ( 699 )

Bank debt ( 206 )

Lease liabilities ( 871 )

Other liabilities ( 462 )

Goodwill 31,550

Total consideration on acquisition date and working capital adjustment 78,862

Net decrease to contingent consideration liability and other post-closing payments ( 6,916 )

Total consideration 71,946

To pay off bank debt 206

Total payments $ 72,152

The fair value of tangible and intangible assets acquired and liabilities assumed is based on management’s estimates and assumptions.

In preparing our fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor.

Valuation methods utilized include net realizable value for inventory, multi-period excess earnings method for customer relationships, the relief from royalty method for other intangible assets, and a scenario-based approach for the contingent consideration.

Customer relationships are amortized over a 15-year period utilizing a percentage of excess earnings over economic life method.

The corporate trademark and product trademarks are amortized over 2 years and 10 years, respectively, and developed technology is amortized over 12 years, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined.

Transaction and integration costs related to the Bergstrom acquisition are included in general and administrative expenses and were $( 91 ), $( 10,614 ) and $ 4,604 for the years ended December 31, 2024, 2023, and 2022, respectively.

These amounts included favorable adjustments to transaction costs of $ 91 and $ 11,300 for the years ended December 31, 2024 and 2023 and an unfavorable adjustment to transaction costs of $ 3,565 for the year ended December 31, 2022.

Kechu BidCo AS and Its Subsidiary Companies ("Kappa")

On June 21, 2022, Balchem Corporation 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”).

Kappa manufactures specialty vitamin K2, which plays a crucial role in the human body for bone health, heart health and immunity.

Primarily, vitamin K2 supports the transport and distribution of calcium in the body.

Vitamin K2 is important at all life stages, from pregnancy and early life to healthy aging.

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.

The Company made payments of approximately kr 3,305,653 ("kr" indicates the Norwegian krone), amounting to approximately kr 3,001,981 to the former shareholders and approximately kr 303,672 to Kappa's lenders to pay off all Kappa bank debt.

Net of cash acquired of kr 63,064 , total payments to the former shareholders were kr 2,938,917 .

Net of gains on foreign currency forward contracts of $ 512 (see Note 20, Derivative Instruments and Hedging Activities ), these payments translated to approximately $ 333,112 , amounting to approximately $ 302,464 paid to the former shareholders and approximately $ 30,648 to Kappa's lenders.

Net of cash acquired of $ 6,365 , total payments made to the former shareholders of Kappa were approximately $ 296,099 .

The acquisition was primarily financed through the 2018 Credit Agreement.

In connection with this transaction, the former shareholders of Kappa had an opportunity to receive an additional payment in 2024 if certain financial performance targets and other metrics were met.

There was no contingent consideration paid in connection with this acquisition.

The goodwill of $ 216,383 that arose on the acquisition date consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce.

The goodwill is assigned to the Human Nutrition and Health business segment and is not deductible for income tax purposes.

The following table summarizes the fair values of the assets acquired and liabilities assumed.

The transactions were completed in Norwegian kroner ("NOK") and the amounts were translated to U.S.

dollars ("USD") using the foreign currency exchange rate as of June 21, 2022.

Cash and cash equivalents $ 6,365

Accounts receivable 8,036

Inventories 17,600

Property, plant and equipment 9,854

Right of use assets 3,349

Customer relationships 88,813

Developed technology 15,643

Trademarks 5,046

Other assets 2,399

Accounts payable ( 3,301 )

Bank debt ( 30,648 )

Lease liabilities ( 3,349 )

Other liabilities ( 4,461 )

Deferred income taxes, net ( 24,716 )

Goodwill 216,383

Total consideration on acquisition date 307,013

Decrease to contingent consideration liability ( 4,037 )

Net gain on foreign currency exchange forward contracts ( 512 )

Total consideration 302,464

Kappa bank debt paid on acquisition date 30,648

Total payments $ 333,112

The fair value of tangible and intangible assets acquired and liabilities assumed is based on management’s estimates and assumptions.

In preparing our fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor.

Customer relationships are amortized over a 15-year period utilizing a percentage of excess earnings over economic life method.

Transaction and integration costs related to the Kappa acquisition are included in general and administrative expenses and were $ 688 , $ 533 and $( 2,306 ) for the years ended December 31, 2024, 2023, and 2022, respectively.

The amount included a favorable adjustment to transaction costs of $ 4,037 for the year ended December 31, 2022.

The following selected unaudited pro forma information presents the consolidated results of operations as if the business combinations in 2022 had occurred as of January 1, 2021.

Twelve Months ended December 31,

Net Sales Net Earnings

Kappa & Bergstrom actual results included in the Company's consolidated income statement in 2023 $ 59,532 $ 5,487

Kappa & Bergstrom actual results included in the Company's consolidated income statement in 2022 $ 22,158 $ ( 5,359 )

2023 Supplemental pro forma combined financial $ 922,439 $ 116,317

2022 Supplemental pro forma combined financial $ 982,021 $ 110,181

2021 Supplemental pro forma combined financial $ 859,252 $ 90,672

The above selected unaudited pro forma information includes the following acquisition-related adjustments:

(1) additional amortization of intangible assets and depreciation of fixed assets;

(2) adjustments related to the fair value of the acquired inventory, (3) adjustments to interest expense on borrowings at rates in effect during the related period, factoring in estimated payments based on free cash flow, and (4) other one-time adjustments.

The pro forma information presented does not purport to be indicative of the results that actually would have been attained if these acquisitions had occurred at the beginning of the periods presented and is not intended to be a projection of future results.

NOTE 2 - STOCKHOLDERS’ EQUITY

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On June 22, 2023, the Company’s shareholders approved an amendment and restatement of the 2017 Plan (the “Amended 2017 Plan”).

Amended 2017 Plan is administered by the Compensation Committee of the Board of Directors of the Company.

The Amended 2017 Plan is administered by the Compensation Committee of the Board of Directors of the Company.

The Amended 2017 Plan provides as follows:

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As of December 31, 2025, the Amended 2017 Plan had 680,970 shares available for future awards.

The Company has Restricted Stock Grant Agreements with the Company's non–employee directors and certain employees.

Under the Restricted Stock Grant Agreements, certain shares of the Common Stock have been granted, ranging from 70 shares to 54,000 shares, to its non-employee directors and certain employees, subject to time-based vesting requirements.

The Company also has performance share (“PS”) awards, which provide the recipients the right to receive a certain number of shares of the Common Stock in the future, subject to an (1) EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, and (2) relative total shareholder return (“TSR”) market condition where vesting is dependent upon the Company’s TSR performance over the performance period (typically three years ) relative to a comparator group consisting of the Russell 2000 index constituents.

The fair value of each option award issued under the Company’s stock plans is estimated on the date of grant using either the Black-Scholes model or the Binomial model, whichever is deemed to be most appropriate.

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Dividend Yield 0.6 % 0.6 % 0.5 %

The Company has Restricted Stock Grant Agreements with the Company's non–employee directors and certain employees.

The value of the restricted shares is based on the fair value of the award at the date of grant.

Performance Share expense is measured based on the fair value at the date of grant utilizing a Black-Scholes methodology to produce a Monte-Carlo simulation model which allows for the incorporation of the performance hurdles that must be met before the Performance Share vests.

The Company also has performance share (“PS”) awards, which provide the recipients the right to receive a certain number of shares of the Common Stock in the future, subject to certain performance hurdles, depending on the date of the grant:

(1) an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period (typically three years ), (2) a relative total shareholder return (“TSR”) market condition where vesting is dependent upon the Company’s TSR performance over the performance period (typically three years ) relative to a comparator group consisting of the Russell 2000 index constituents, or (3) an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period (typically three years) and modified based on the Company's TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents.

Performance Share expense is measured based on the fair value at the date of grant.

A Monte-Carlo simulation has been used to estimate the fair value.

The assumptions used in the fair value determination were risk free interest rates of 4.3 %, 4.2 %, and 4.2 %;

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The Performance Shares will cliff vest 100 % at the end of the third year following the grant in accordance with the performance metrics set forth.

Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three to five years for stock options, three years for employee restricted stock awards, three years for employee performance share awards, and three years for non-employee director restricted stock awards.

Grants may be subject to a mandatory holding period of one year from the vesting date.

For PS awards granted in 2024 and 2025, grants are subject to such holding period.

Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three to five years for stock options, three years for employee restricted stock awards, three years for employee performance share awards, and one to three years for non-employee director restricted stock awards.

A summary of stock option plan activity for 2025, 2024, and 2023 for all plans is as follows:

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The aggregate intrinsic value for outstanding stock options was $ 29,888 , $ 46,346 and $ 47,889 at December 31, 2025, 2024 and 2023, respectively, with a weighted average remaining contractual term of 5.2 years at December 31, 2025.

Exercisable stock options at December 31, 2024 had an aggregate intrinsic value of $ 38,221 with a weighted average remaining contractual term of 4.4 years.

Exercisable stock

options at December 31, 2025 had an aggregate intrinsic value of $ 27,618 with a weighted average remaining contractual term of 4.2 years.

Other information pertaining to option activity during the years ended December 31, 2025, 2024 and 2023 is as follows:

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As of December 31, 2025, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.2 years.

We estimate that share-based compensation expense for the year ended December 31, 2025 will be approximately $ 16,900 .

Repurchase of Common Stock

The Company's Board of Directors has approved a stock repurchase program.

The total authorization under this program is 3,763,038 shares.

Since the inception of the program in June 1999, a total of 3,142,028 shares have been purchased.

Repurchases of Common Stock

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.

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.

Since the inception of the December 2025 program, a total of 69,659 shares have been repurchased.

The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it is advisable to do so based on its assessment of corporate cash flow, market conditions and other factors.

Open market repurchases of common stock could be made pursuant to trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

The Company also repurchases (withholds) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan.

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 the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

The Company also repurchases (withholds) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan.

Such repurchases of shares from employees are funded with existing cash on hand.

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These shares were purchased at an average cost of $ 158.27 , $ 145.99 , and $ 137.29 per share, respectively.

The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

The Company records the applicable excise taxes payable related to repurchases of our common stock as an incremental cost of the shares repurchased and a corresponding liability for the excise tax payable in other accrued liabilities on our consolidated balance sheet.

The excise tax payable was $ 779 and $ 0 as of December 31, 2025 and 2024, respectively.

NOTE 3 - INVENTORIES

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Included in “General and administrative expenses” were restructuring-related impairment and asset disposal charges of $ 7,764 related to building, equipment, and construction in progress mainly in the Human Nutrition and Health and the Animal Nutrition and Health segments for the year ended December 31, 2023.

Such expenses were not material for the year ended December 31, 2022.

There were no such charges for the year ended December 31, 2025.

NOTE 5 - INTANGIBLE ASSETS

The Company had goodwill in the amount of $ 780,030 and $ 778,907 as of December 31, 2024 and 2023, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is primarily due to an acquisition, partially offset by foreign currency translation adjustments.

Goodwill at December 31, 2022 $ 769,509

The Company had goodwill in the amount of $ 816,375 and $ 780,030 as of December 31, 2025 and 2024, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is primarily due to foreign currency translation adjustments.

Human Nutrition and Health Animal Nutrition and Health Specialty Products Other and Unallocated Total

Goodwill as of December 31, 2023 $ 673,207 $ 24,469 $ 81,175 $ 56 $ 778,907

Goodwill as a result of an acquisition 19,376 — — — 19,376

Impact due to change in foreign exchange rates ( 14,308 ) ( 495 ) ( 3,443 ) ( 7 ) ( 18,253 )

Goodwill at December 31, 2023 778,907

Goodwill as of December 31, 2024 678,275 23,974 77,732 49 780,030

Goodwill as a result of an acquisition 823 — — — 823

Impact due to change in foreign exchange rates 27,417 938 7,167 — 35,522

Goodwill at December 31, 2024 $ 780,030

December 31, 2024 December 31, 2023

HNH $ 678,275 $ 673,207

ANH 23,974 24,469

Specialty Products 77,732 81,175

Other and Unallocated 49 56

Total $ 780,030 $ 778,907

Goodwill as of December 31, 2025 $ 706,515 $ 24,912 $ 84,899 $ 49 $ 816,375

As of December 31, 2025 and 2024, the Company had identifiable intangible assets as follows:

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25,178 22,454 25,154 21,854

$ 470,250 $ 305,200 $ 479,235 $ 288,023

Other intangible assets with finite lives $ 119,819 $ 89,524 $ 116,199 $ 83,633

Amortization of identifiable intangible assets was $ 16,993 , $ 19,244 and $ 28,035 for 2025, 2024 and 2023, respectively.

Assuming no change in the gross carrying value of identifiable intangible assets, the estimated amortization expense is approximately $ 17,415 in 2026, $ 16,878 in 2027, $ 16,408 in 2028, $ 15,991 in 2029, and $ 15,604 in 2030.

At December 31, 2024 and 2023, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350, “Intangibles-Goodwill and Other.” Identifiable intangible assets are reflected in the Company’s consolidated balance sheets under Intangible assets with finite lives, net.

At December 31, 2025 and 2024, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350, “Intangibles-Goodwill and Other.” Identifiable intangible assets are reflected in "Customer relationships and lists, net" and "Other intangible assets with finite lives, net" on the Company’s consolidated balance sheets.

There were no changes to the useful lives of intangible assets subject to amortization in 2025 and 2024.

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The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the 2022 Credit Agreement, and the interest rate was 4.84 % at December 31, 2025.

The Company is also required to pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the 2022 Credit Agreement and ranges from 0.150 % to 0.225 % ( 0.150 % at December 31, 2024).

The Company is also required to

pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the 2022 Credit Agreement and ranges from 0.150 % to 0.225 % ( 0.150 % at December 31, 2025).

The unused portion of the revolving loan amounted to $ 386,000 at December 31, 2025.

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The Company’s effective tax rate for 2025, 2024 and 2023 was 22.2 %, 22.8 % , and 20.9 %, respectively .

The increase from 2023 to 2024 is primarily due to an increase in certain foreign taxes.

The decrease from 2024 to 2025 is primarily due to a decrease in certain state and foreign taxes partially offset by lower tax benefits from stock-based compensation.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA"), which includes a broad range of tax provisions, was signed into law in the United States.

While the OBBBA did not have material impact on the Company's annual effective tax rate in 2025, the Company will continue to assess its impact for future reporting periods.

Income taxes are accounted for under the asset and liability method.

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The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company regularly reviews its deferred tax assets for recoverability and would establish a valuation allowance if it believed that such assets may not be recovered, taking into consideration historical operating results, expectations of future earnings, changes in its operations and the expected timing of the reversals of existing temporary differences.

The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance if it believes that such assets may not be recovered, taking into consideration historical operating results, expectations of future earnings, changes in its operations and the expected timing of the reversals of existing temporary differences.

The Company considers the undistributed earnings of certain non-U.S.

subsidiaries to be indefinitely reinvested outside of the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and the Company's specific plans for reinvestment of those subsidiary earnings.

In 2023, due to prevailing economic conditions of increased interest rates and subsequent borrowing costs, the Company remitted approximately $ 18,000 from its Belgium subsidiary and incurred an income tax expense of approximately $ 20 in the year ended December 31, 2023.

The remittance was used to pay down U.S.

There was no such remittance during the year ended December 31, 2024.

The Company projects that its foreign earnings will be utilized offshore for working capital and future foreign growth.

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If the Company decides to change its assertion on its remaining undistributed foreign earnings, it will need to recognize the income tax effects in the period it changes its assertion.

Income tax expense consists of the following:

2024 2023 2022

Federal $ 30,208 $ 27,306 $ 26,423

Foreign 10,376 7,634 7,103

State 4,173 4,403 3,964

Federal ( 2,442 ) ( 7,737 ) ( 7,532 )

Foreign ( 3,192 ) ( 2,285 ) ( 215 )

State ( 1,145 ) ( 603 ) ( 1,361 )

Effective for the year ended December 31, 2025, the Company adopted ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures", using the prospective transition method.

The following table reconciles the difference between the provision for income taxes and the amount computed by applying the Federal statutory rate of 21.0% after the adoption of ASU 2023-09:

Amount Percent

Income tax at Federal statutory rate $ 41,796 21.0 %

State and local income tax, net of federal (national) income tax effect 3,143 1.6 %

Foreign tax effects 1,044 0.5 %

Effect of cross-border tax laws:

Foreign-derived intangible income (FDII) ( 1,608 ) ( 0.8 ) %

Global intangible low-tax income (GILTI) 515 0.3 %

Subpart F income 56 — %

R&D tax credits ( 1,045 ) ( 0.5 ) %

Nontaxable or nondeductible items:

Share-based payment awards 960 0.5 %

Changes in unrecognized tax benefits ( 265 ) ( 0.1 ) %

Other ( 411 ) ( 0.3 ) %

Total income tax provision $ 44,185 22.2 %

The provision for income taxes differs from the amount computed by applying the Federal statutory rate of 21% for 2024, 2023, and 2022 to earnings before income tax expense due to the following:

2024 2023 2022

As of December 31, 2025, the majority of state and local taxes were concentrated in California, New Jersey and Utah.

The following table reconciles the difference between the provision for income taxes and the amount computed by applying the Federal statutory rate of 21.0% before the adoption of ASU 2023-09:

Income tax at Federal statutory rate $ 34,955 $ 28,825

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Total income tax provision $ 37,978 $ 28,718

The following table states earnings before income tax expense between domestic and foreign for the year ended December 31, 2025 after the adoption of ASU 2023-09:

Domestic $ 173,022

Foreign 26,008

Total earnings before income tax expense $ 199,030

Income tax expense consists of the following:

2025 2024 2023

Federal $ 29,592 $ 30,208 $ 27,306

Foreign 5,972 10,376 7,634

State 2,507 4,173 4,403

Federal 5,555 ( 2,442 ) ( 7,737 )

Foreign 106 ( 3,192 ) ( 2,285 )

State 453 ( 1,145 ) ( 603 )

Total income tax expense $ 44,185 $ 37,978 $ 28,718

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 were as follows:

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The Company recognizes both interest and penalties as part of the income tax provision.

During the years ended December 31, 2024, 2023 and 2022, these amounts were increased by $ 939 and reduced by $ 322 , and $ 371 , respectively.

During the years ended December 31, 2025, 2024 and 2023, these amounts decreased by $ 2 , increased by $ 939 , and decreased by $ 322 , respectively.

As of December 31, 2025 and 2024, accrued interest and penalties were $ 2,350 and $ 2,352 , respectively.

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and in various states and foreign countries.

In the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2020 and management does not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.

In the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2021.

The European Union (“EU”) member states formally adopted the EU’s Pillar Two Directive, which was established by the Organization for Economic Co-operation and Development.

Pillar Two generally provides for a 15 percent minimum effective tax rate for the jurisdictions where multinational enterprises operate.

While the Company does not anticipate that this will have a material impact on its tax provision or effective tax rate, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.

While it did not have material impact on the Company's tax provision or effective tax rate in 2025 and the Company does not anticipate that this will have a material impact for future reporting periods, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.

The following table presents cash paid for income taxes by jurisdiction for the year ended December 31, 2025 in accordance with ASU 2023-09:

Federal $ 27,255

State and local 2,860

Belgium 3,444

All other jurisdictions 1,601

Total cash paid for income taxes (net of refunds received) $ 37,749

Cash paid for income taxes (net of refunds received) were $ 42,643 and $ 35,725 for the years ended December 31, 2024 and 2023, respectively.

NOTE 10 - SEGMENT INFORMATION

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The Company has expertise in trends analysis and product development.

With its strong manufacturing capabilities in customized spray dried and emulsified powders, extrusion and agglomeration, blended lipid systems, liquid flavor delivery systems, juice and dairy bases, chocolate systems, ice cream bases and variegates, the Company is a one-stop solutions provider for beverage and

dairy product development needs.

Additionally, this segment provides microencapsulation solutions to a variety of applications in food, pharmaceutical and nutritional ingredients to enhance performance of nutritional fortification, processing, mixing, and packaging applications and shelf life.

Major product applications are baked goods, refrigerated and frozen dough systems, processed meats, seasoning blends, confections, sports and protein bars, dietary plans, and nutritional supplements.

Major product applications are baked goods, refrigerated and frozen dough systems,

processed meats, seasoning blends, confections, sports and protein bars, dietary plans, and nutritional supplements.

The Company also creates cereal systems for ready-to-eat cereals, grain-based snacks, and cereal based ingredients.

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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 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.

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Interest expense, net 10,219

Other income ( 72 )

Other expense 77

Earnings before income tax expense 199,030

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Net earnings $ 154,845

(1) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, maintenance labor, depreciation expense, and overhead expense necessary to convert purchased materials and supplies into finished product.

(1) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expense necessary to convert purchased materials and supplies into finished product.

Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.

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

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

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

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

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

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

For the Year Ended December 31, 2024

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Net earnings $ 128,475

(6) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, maintenance labor, depreciation expense, and overhead expense necessary to convert purchased materials and supplies into finished product.

(6) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expense necessary to convert purchased materials and supplies into finished product.

Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.

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

These expenses were partially offset by favorable adjustments to transaction costs.

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

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

These expenses were partially offset by favorable adjustments to transaction costs.

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

(10) Operating expenses within Other and Unallocated are primarily comprised of transaction and integration costs and unallocated amortization expense related to an intangible asset in connection with a company-wide ERP system implementation.

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

For the Year Ended December 31, 2023

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Interest expense, net 22,613

Other expense 1,169

Other income ( 681 )

Earnings before income tax expense 137,261

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Net earnings $ 108,543

(11) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, maintenance labor, depreciation expense, and overhead expense necessary to convert purchased materials and supplies into finished product.

(11) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expense necessary to convert purchased materials and supplies into finished product.

Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.

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

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

These expenses were partially offset by favorable adjustments to transaction costs.

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

These expenses were partially offset by favorable adjustments to transaction costs.

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

(15) Operating expenses within Other and Unallocated are primarily comprised of transaction and integration costs, unallocated legal fees, and unallocated amortization expense related to an intangible asset in connection with a company-wide ERP system implementation.

(15) Operating expenses within Other and Unallocated are primarily comprised of transaction and integration costs, and unallocated amortization expense related to an intangible asset in connection with a company-wide ERP system implementation.

Business Segment Assets

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Product Sales Revenues

The Company’s primary operation is the manufacturing and sale of health and wellness ingredient products, in which the Company receives an order from a customer and fulfills that order.

The Company’s primary operation is the manufacturing and sale of health and nutrition ingredient products, in which the Company receives an order from a customer and fulfills that order.

The Company’s product sales are considered point-in-time revenue.

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Royalty revenue consists of agreements with customers to use the Company’s intellectual property in exchange for a sales-based royalty.

Royalties are considered over time revenue and are recorded in the HNH segment.

Royalties are considered over time revenue and are recorded in the Human Nutrition and Health segment.

Contract Liabilities

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2025 2024 2023

Income taxes $ 42,643 $ 35,725 $ 33,016

Income taxes, net of refunds (see Note 9) $ 37,749 $ 42,643 $ 35,725

Interest $ 10,603 $ 17,697 $ 25,933

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Dividends payable $ 31,044 $ 28,510 $ 25,717

Contingent consideration liability $ — $ — $ 11,872

NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE INCOME

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Net foreign currency translation adjustment $ 65,535 $ ( 32,590 ) $ 16,809

Net change of cash flow hedge (see Note 20 for further information)

Unrealized (loss) gain on cash flow hedge — ( 1,406 ) 3,564

Tax — 341 ( 868 )

Net change of cash flow hedge (see Note 19 for further

Unrealized loss on cash flow hedge — — ( 1,406 )

Net of tax — — ( 1,065 )

Net change in postretirement benefit plan (see Note 15 for further information)

Prior service loss (gain) arising during the period 206 132 ( 41 )

Amortization of prior service credit — — 9

Net change in postretirement benefit plan (see Note 14 for further

Prior service (gain) loss arising during the period ( 319 ) 206 132

Amortization of (gain) loss ( 5 ) ( 10 ) 8

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Net of tax ( 241 ) 152 101

Total other comprehensive (loss) income $ ( 32,438 ) $ 15,845 $ ( 2,161 )

Included in "Net foreign currency translation adjustment" was a loss of $ 1,455 related to a net investment hedge, net of tax benefits of $ 471 for the year ended December 31, 2023, and a gain of $ 3,851 related to a net investment hedge, net of tax expenses of $ 1,236 , for the year ended December 31, 2022.

There were no such gains or losses for the year ended December 31, 2024.

Total other comprehensive income (loss) $ 65,294 $ ( 32,438 ) $ 15,845

Included in "Net foreign currency translation adjustment" was a loss of $ 1,455 related to a net investment hedge, net of tax benefits of $ 471 for the year ended December 31, 2023.

There were no such gains or losses for the years ended December 31, 2025 and 2024.

The Company settled its derivative instruments on their maturity date of June 27, 2023.

See Note 19, Derivative Instruments and Hedging Activities .

Accumulated other comprehensive loss at December 31, 2024 and 2023 consisted of the following:

Accumulated other comprehensive income (loss) at December 31, 2025 and 2024 consisted of the following:

Foreign currency

adjustment Cash flow hedge Postretirement benefit plan Total

adjustment Postretirement benefit plan Total

Balance December 31, 2024 $ ( 24,182 ) $ 435 $ ( 23,747 )

Other comprehensive (loss) income ( 32,590 ) — 152 ( 32,438 )

Other comprehensive income (loss) 65,535 ( 241 ) 65,294

Balance December 31, 2025 $ 41,353 $ 194 $ 41,547

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All amounts contributed to the plan are deposited into a trust fund administered by independent trustees.

On June 21, 2022, the Company completed the acquisition of Kappa, which sponsors one defined contribution plan for its employees.

In addition, on August 30, 2022, the Company completed the acquisition of Bergstrom, which sponsored one defined contribution plan for its employees.

The Bergstrom plan merged into the Company sponsored 401(k) savings plan on January 1, 2023.

The Company provided for matching 401(k) savings plan contributions of $ 4,794 , $ 4,644 , and $ 4,381 in 2025, 2024 and 2023, respectively.

There were no profit sharing contributions in 2024.

Profit sharing contributions in 2023 and 2022 were not material.

There were no profit sharing contributions in 2025 and 2024.

Profit sharing contributions in 2023 were not material.

The Company also sponsors various defined contribution plans for employees working in our foreign operations and matches certain employee contributions.

These contributions are deposited into trust funds administered by independent trustees.

The Company's contributions to these plans amounted to $ 814 , $ 555 , and $ 600 in 2025, 2024, and 2023, respectively.

Postretirement Medical Plans

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The Company uses a December 31 measurement date for its postretirement medical plans.

In accordance with ASC 715, “Compensation—Retirement Benefits,” the Company is required to recognize the over funded or underfunded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.

In accordance with ASC 715, “Compensation—Retirement Benefits,” the Company is required to recognize the overfunded or underfunded status of a defined benefit post retirement plan (other than a multi-employer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.

The actuarial recorded liabilities for such unfunded postretirement benefits are as follows:

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Unrecognized prior service cost — —

Unrecognized net loss (gain) 8 ( 2 )

Unrecognized net (gain) loss ( 10 ) 8

Net amount recognized in consolidated balance sheet (after ASC 715) (included in

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Interest cost 71 55 62

Amortization of prior service cost — — 9

Amortization of (gain) loss ( 9 ) ( 10 ) 8

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The Company contributes to one multi-employer defined benefit plan under the terms of a collective-bargaining agreement covering its union-represented employees of the Verona, Missouri facility.

The risks of participation in this multiemployer plan are different from single-employer plans in the following aspects:

(a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (c) if the Company was to stop participating in its multiemployer plan, the Company would be required to pay that plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.

The risks of participation in this multi-employer plan are different from single-employer plans in the following aspects:

(a) assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers, (b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (c) if the Company was to stop participating in its multi-employer plan, the Company would be required to pay that plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.

The Company’s participation in this plan for the annual period ended December 31, 2025 is outlined in the table below.

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Actuarial loss 389 488

Expenses paid ( 10 ) —

Exchange rate changes 278 ( 98 )

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Benefits paid ( 206 ) ( 42 )

Expenses paid ( 10 ) —

Exchange rate changes 199 ( 74 )

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Expected return on plan assets ( 59 ) ( 40 ) ( 42 )

Amortization of net loss 4 — —

Total net periodic benefit cost $ 241 $ 86 $ 88

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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 the Company's consolidated balance sheets.

The deferred compensation liability was $ 10,188 as of December 31, 2023 and was included in "Other long-term obligations" on the Company’s consolidated balance sheets.

The related assets of the irrevocable trust funds (also known as "rabbi trust funds") 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 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 the Company’s consolidated balance sheets.

The related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $ 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 sheet.

The rabbi trust funds were $ 11,465 as of December 31, 2024 and were included in "Other non-current assets" on the Company's consolidated balance sheets.

NOTE 15 - COMMITMENTS AND CONTINGENCIES

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Separately, in June 2022, the EPA conducted an inspection of BCP’s Verona, Missouri facility (“2022 EPA Inspection”) which was followed by BCP entering into an Administrative Order for Compliance on Consent (“AOC”) with the EPA in relation to its risk management program at the Verona facility.

Further, in January 2023, BCP entered into an Amended AOC with the EPA

whereby the parties agreed to the extension of certain timelines.

Further, in January 2023, BCP entered into an Amended AOC with the EPA whereby the parties agreed to the extension of certain timelines.

BCP timely completed all requirements under the Amended AOC.

In November 2023, BCP received a notice from the Environment and Natural Resources Division of the U.S Department of Justice (“DOJ”) primarily related to the 2022 EPA Inspection, which extended the opportunity to discuss alleged violations of Sections 112(r)(7) of the Clean Air Act and regulations in 40 C.F.R.

In November 2023, BCP received a notice from the Environment and Natural Resources Division of the U.S Department of

Justice (“DOJ”) primarily related to the 2022 EPA Inspection, which extended the opportunity to discuss alleged violations of Sections 112(r)(7) of the Clean Air Act and regulations in 40 C.F.R.

Part 68, commonly known as the Risk Management Plan Rule (“RMP Rule”).

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The amount associated with this settlement was consistent with the amount previously accrued as a loss contingency.

BCP has completed most of its obligations under this settlement and will continue to take steps to timely complete any remaining items.

In addition to the above, from time to time, the Company is a party to various legal proceedings, litigation, claims and assessments.

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NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has a number of financial instruments, none of which are held for trading purposes.

The Company estimates that the fair value of all financial instruments at December 31, 2024 and 2023 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets.

The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies.

The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio.

The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable, and accrued liabilities, which are carried at cost and approximate fair value due to the short-term maturity of these instruments.

Cash and cash equivalents at December 31, 2024 and 2023 included $ 1,040 and $ 959 in money market funds and other interest-bearing deposit accounts, respectively.

Non-current assets at December 31, 2024 and 2023 included $ 11,465 and $ 10,188 , respectively, of rabbi trust funds related to the Company's deferred compensation plan.

The money market and rabbi trust funds are valued using level one inputs, as defined by ASC 820, “Fair Value Measurement.”

The carrying amounts and the estimated fair values of the Company's financial instruments as defined by ASC 820, "Fair Value Measurement" at December 31, 2025 and 2024 are as follows:

Carrying Amount Fair Value Measurements

Level 1 Level 2 Level 3

December 31, 2025

Money market funds (1)

$ 1,464 $ 1,464 $ — $ —

Rabbi trust funds - current (2)

Rabbi trust funds - non-current (2)

12,773 12,773 — —

December 31, 2024

Money market funds (1)

$ 1,040 $ 1,040 $ — $ —

Rabbi trust funds - non-current (2)

11,465 11,465 — —

(1) Money market funds are categorized as cash equivalents.

(2) Rabbi trust funds - current and Rabbi trust funds - non-current are included in "Other current assets" and "Other non-current assets" on the consolidated balance sheets, respectively.

The Company's financial instruments also include accounts receivable, accounts payable, and accrued liabilities, which are carried at cost and approximate fair value due to the short-term maturity of these instruments.

The carrying value of debt approximates fair value based upon prices of identical or similar instruments in the marketplace, which are considered Level 2 inputs.

In addition, non-current assets includes rabbi trust funds related to the Company's deferred compensation plan.

The money market and rabbi trust funds are valued using level 1 inputs, as defined by ASC 820, "Fair Value Measurement."

NOTE 17 – RELATED PARTY TRANSACTIONS

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These services and raw materials are primarily recorded in cost of goods sold, net of the finished goods received from St.

Gabriel CC Company, LLC of $ 22,940 , $ 28,099 , and $ 29,062 , respectively, for the years ended December 31, 2024, 2023, and 2022.

Gabriel CC Company, LLC of $ 32,820 , $ 22,940 , and

$ 28,099 , respectively, for the years ended December 31, 2025, 2024, and 2023.

At December 31, 2025 and 2024, the Company had receivables of $ 4,225 and $ 3,893 , respectively, recorded in accounts receivable from St.

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Gabriel CC Company, LLC.

In addition, the Company had payables in the amount of $ 296 and $ 329 , respectively, related to non-contractual monies owed to St.

Gabriel CC Company, LLC, recorded in accounts payable as of December 31, 2024 and 2023.

In addition, the Company had payables in the amount of $ 296 , related to non-contractual monies owed to St.

Gabriel CC Company, LLC, recorded in accounts payable as of both December 31, 2025 and 2024.

NOTE 18 – LEASES

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Leases are categorized as both operating leases and finance leases.

As a result of electing the practical expedient within ASU 2016-02, variable lease payments are combined and recognized on the balance sheet in the event that those charges and any related increases are explicitly stated in the lease.

Such payments include common area maintenance charges, property taxes, and insurance charges and are recorded in the right of use asset and corresponding liability when the payments are stated in the lease with (a) fixed or in-substance fixed amounts, or (b) a variable payment based on an index or rate.

Due to the acquisitive nature of the Company and the potential for synergies upon integration of acquired entities, the Company determined that the reasonably certain criterion could not be met for any renewal periods beginning two years from December 31, 2024.

In addition, the Company has historically not been exercising purchase options under the equipment leases as it does not make economic sense to buy the equipment.

Instead, the Company has historically replaced the equipment with new leases.

Therefore, the Company determined that the reasonably certain criterion could not be met as it relates to purchase options.

The Company has no residual value guarantees in lease transactions.

The Company did not identify any embedded leases.

As indicated above, the Company elected the practical expedient to combine lease and non-lease components and recognizes the combined amount on the consolidated balance sheet.

The Company elected the practical expedient to combine lease and non-lease components and recognizes the combined amount on the consolidated balance sheet.

Management determined that since the Company has a centralized treasury function, the parent company would either fund or guarantee a subsidiary's loan for borrowing over a similar term.

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Based on this understanding, the Company elected to use a portfolio approach to discount rates, applying corporate rates to the tranches of leases based on lease terms.

The Company reviews the discount rates quarterly.

Based on the Company's risk rating, the Company applied the following discount rates for new leases entered into during 2025:

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Thereafter 4,344

Total minimum lease payments $ 22,711

Total undiscounted lease payments 20,350

Present value adjustment ( 3,663 )

Present value of lease liabilities $ 16,687

NOTE 19 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

On May 28, 2019, the Company entered into a pay-fixed ( 2.05 %), receive-floating interest rate swap with a notional amount of $ 108,569 and a maturity date of June 27, 2023, which was designated as cash flow hedge.

The net interest income related to the interest rate swap contract was $ 1,518 and $ 400 for the years ended December 31, 2023 and 2022, respectively.

There was no such income or expense during the year ended December 31, 2024 as the interest rate swap was settled on its maturity date of June 27, 2023.

The net interest income related to the interest rate swap contract was $ 1,518 for the year ended December 31, 2023.

There was no such income or expense during the years ended December 31, 2025 and 2024 as the interest rate swap was settled on its maturity date of June 27, 2023.

The net interest income and expense were recorded in the consolidated statements of earnings under "Interest expense, net."

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The derivative had a notional amount of $ 108,569 , an effective date of May 28, 2019, and a maturity date of June 27, 2023.

The interest income related to the cross-currency swap contract was $ 1,119 and $ 2,250 for the years ended December 31, 2023 and 2022, respectively.

There was no such income or expense during the year ended December 31, 2024 as the cross-currency swap was settled on its maturity date of June 27, 2023.

The interest income related to the cross-currency swap contract was $ 1,119 for the year ended December 31, 2023.

There was no such income or expense during the years ended December 31, 2025 and 2024 as the cross-currency swap was settled on its maturity date of June 27, 2023.

The interest income was recorded in the consolidated statements of earnings under "Interest expense, net."

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The proceeds from the settlement of the cross-currency swap in the amount of $ 2,740 were classified as investing activities in the Consolidated Statements of Cash Flows for the year ended December 31, 2023.

There were no gains and losses on hedging instruments recognized in accumulated other comprehensive income (loss) for the year ended December 31, 2024 as the derivative instruments settled on their maturity date of June 27, 2023.

Gains and losses on our hedging instruments for the years ended December 31, 2023, and 2022 were recognized in accumulated other comprehensive income (loss) and categorized as follows:

There were no gains and losses on hedging instruments recognized in accumulated other comprehensive income (loss) for the years ended December 31, 2025 and 2024 as the derivative instruments settled on their maturity date of June 27, 2023.

Gains and losses on our hedging instruments for the years ended December 31, 2023 were recognized in accumulated other comprehensive income (loss) and categorized as follows:

Location within Statements of Comprehensive Income

Cash flow hedge (interest rate swap), net of tax Unrealized (loss) gain on cash flow hedge, net $ ( 1,065 ) $ 2,696

Cash flow hedge (interest rate swap), net of tax Unrealized loss on cash flow hedge, net $ ( 1,065 )

Net investment hedge (cross-currency swap), net of tax Net foreign currency translation adjustment ( 1,455 )

$ ( 2,520 ) $ 6,547

In connection with the Kappa acquisition (see Note 2, Significant Acquisitions ), the Company entered into four short-term foreign currency exchange forward contracts to manage fluctuations in foreign currency exchange rates.

The Company did not designate these contracts as hedged transactions under the applicable sections of ASC Topic 815, "Derivatives and Hedging".

For the year ended December 31, 2022, the net gains on these forward contracts of $ 512 were recorded in other income or loss in the consolidated statements of earnings.

As of December 31, 2024 and 2023, the Company did no t maintain any open foreign currency exchange forward contracts as all four contracts expired during 2022.

NOTE 20 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

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Balance - December 31, 2024 909 4,207

Additions charged to costs and expenses 299 4,123

(Recovery of)/Additions to costs and expenses ( 97 ) 3,414

Adjustments/deductions (a)

( 298 ) ( 2,379 )

Balance - December 31, 2025 $ 862 $ 3,414

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data