What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-30 compared with 2025-10-21 · 164 added, 328 removed, 458 unchanged (52% of the section changed)

3 unchanged sentences

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

Assets September 30, 2025 December 31, 2024

Assets March 31, 2026 December 31, 2025

Current assets:

Cash and cash equivalents $ 72,873 $ 74,570

Accounts receivable, net of allowance for credit losses of $ 829 and $ 909 at September 30, 2025 and December 31, 2024, respectively

Accounts receivable, net of allowance for credit losses of $ 1,148 and $ 862 at March 31, 2026 and December 31, 2025, respectively

154,232 143,596

34 unchanged sentences

Authorized 120,000,000 shares;

32,376,314 and 32,527,244 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

32,128,526 and 32,058,121 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 89,543 92,331

Retained earnings 1,161,681 1,121,396

Accumulated other comprehensive income (loss) 41,596 ( 23,747 )

Accumulated other comprehensive income 31,749 41,547

Total stockholders' equity 1,285,116 1,257,413

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net sales $ 270,709 $ 250,519

9 unchanged sentences

Interest expense, net 2,213 2,924

Other (income) expense, net ( 94 ) 28 ( 278 ) ( 213 )

2,535 4,099 8,041 13,496

Other expense, net 891 151

Earnings before income tax expense 52,522 47,940

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net earnings $ 40,285 $ 37,053

Other comprehensive income, net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustment ( 10,102 ) 21,722

Change in postretirement benefit plans 304 ( 238 )

Other comprehensive income 84 21,637 65,343 5,812

Other comprehensive (loss) income ( 9,798 ) 21,484

Comprehensive income $ 30,487 $ 58,537

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2025 and 2024

For the Three Months Ended March 31, 2026 and 2025

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

7 unchanged sentences

Net earnings 40,285 40,285 — — — —

Other comprehensive income 21,484 — 21,484 — — —

Other comprehensive loss ( 9,798 ) — ( 9,798 ) — — —

Repurchases of common stock ( 14,923 ) — — ( 89,880 ) ( 6 ) ( 14,917 )

1 unchanged sentence

Balance - March 31, 2026 $ 1,285,116 $ 1,161,681 $ 31,749 32,128,526 $ 2,143 $ 89,543

Net earnings 38,278 38,278 — — — —

Other comprehensive income 43,775 — 43,775 — — —

Repurchases of common stock, including

excise tax ( 33,348 ) — — ( 204,965 ) ( 13 ) ( 33,335 )

Shares and options issued under stock plans 10,507 — — 48,975 3 10,504

Balance - June 30, 2025 $ 1,267,913 $ 1,072,824 $ 41,512 32,455,554 $ 2,165 $ 151,412

Net earnings 40,289 40,289 — — — —

Other comprehensive income 84 — 84 — — —

Repurchases of common stock, including

excise tax ( 15,624 ) — — ( 95,760 ) ( 6 ) ( 15,618 )

Shares and options issued under stock plans 5,202 — — 16,520 1 5,201

Balance - September 30, 2025 $ 1,297,864 $ 1,113,113 $ 41,596 32,376,314 $ 2,160 $ 140,995

See accompanying notes to condensed consolidated financial statements.

BALCHEM CORPORATION

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

For the Three and Nine Months Ended September 30, 2025 and 2024

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

Stockholders'

Equity Retained

Earnings Accumulated

Comprehensive

Income (Loss) Common Stock Additional

Shares Amount

Balance - December 31, 2024 $ 1,149,913 $ 997,493 $ ( 23,747 ) 32,527,244 $ 2,170 $ 173,997

Net earnings 37,053 37,053 — — — —

Other comprehensive loss ( 12,563 ) — ( 12,563 ) — — —

Repurchases of common stock, including

excise tax ( 5,254 ) — — ( 36,122 ) ( 2 ) ( 5,252 )

Shares and options issued under stock plans 13,638 — — 204,794 13 13,625

Balance - March 31, 2024 1,078,791 926,474 ( 3,872 ) 32,423,400 2,163 154,026

Net earnings 32,069 32,069 — — — —

Other comprehensive loss ( 3,262 ) — ( 3,262 ) — — —

Repurchases of common stock, including

excise tax ( 11 ) — — ( 72 ) — ( 11 )

Shares and options issued under stock plans 4,777 — — 11,530 1 4,776

Balance - June 30, 2024 $ 1,112,364 $ 958,543 $ ( 7,134 ) 32,434,858 $ 2,164 $ 158,791

Net earnings 33,837 33,837 — — — —

Other comprehensive income 21,484 — 21,484 — — —

Repurchases of common stock, including

excise tax ( 165 ) — — ( 915 ) — ( 165 )

Repurchases of common stock ( 5,325 ) — — ( 32,869 ) ( 2 ) ( 5,323 )

Shares and options issued under stock plans 5,576 — — 117,169 7 5,569

Balance - September 30, 2024 $ 1,177,226 $ 992,380 $ 14,503 32,507,716 $ 2,169 $ 168,174

Balance - March 31, 2025 $ 1,208,701 $ 1,034,546 $ ( 2,263 ) 32,611,544 $ 2,175 $ 174,243

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

4 unchanged sentences

Deferred income taxes ( 187 ) ( 115 )

Provision for credit losses ( 118 ) 238

Unrealized gain on foreign currency transactions and deferred compensation ( 1,207 ) ( 730 )

(Gain) loss on disposal of assets and asset impairment ( 94 ) 1,479

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

Provision for (recovery of) credit losses 289 ( 79 )

Unrealized loss on foreign currency transactions and deferred compensation 717 24

Loss on disposal of assets and asset impairment 151 65

Changes in assets and liabilities

21 unchanged sentences

Effect of exchange rate changes on cash ( 683 ) 1,810

Increase in cash and cash equivalents 15,578 9,247

(Decrease) increase in cash and cash equivalents ( 1,697 ) 386

Cash and cash equivalents beginning of period 74,570 49,515

13 unchanged sentences

GAAP” or “GAAP”) governing interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934 (the "Exchange Act") and therefore do not include some information and notes necessary to conform to annual reporting requirements.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results expected for the full year or any interim period.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results expected for the full year or any interim period.

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

1 unchanged sentence

Recently Issued Accounting Standards

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.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.

The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

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

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.

The amendment is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

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

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

Recently Adopted Accounting Standards

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.

The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources.

Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis.

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.

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

NOTE 2 - STOCKHOLDERS' EQUITY

Stock-Based Compensation

The Company’s results for the three and nine months ended September 30, 2025 and 2024 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:

Increase/(Decrease) for the Increase/(Decrease) for the

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The Company’s results for the three months ended March 31, 2026 and 2025 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:

Increase/(Decrease) for the

Three Months Ended March 31,

Cost of sales $ 531 $ 438

1 unchanged sentence

Net earnings ( 4,120 ) ( 2,928 )

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

The Company's omnibus incentive plan ("the Plan") allows for the granting of stock awards and options to purchase common stock.

Both incentive stock options and nonqualified stock options can be awarded under the plan.

No option will be exercisable for longer than ten years after the date of grant.

The Company has approved and reserved a number of shares to be issued upon exercise of the outstanding options that is adequate to cover all exercises.

As of September 30, 2025, the Plan had 680,930 shares available for future awards.

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

Certain awards provide for accelerated vesting if there is a change in control (as defined in the plans) or other qualifying events.

Option activity for the nine months ended September 30, 2025 and 2024 is summarized below:

For the Nine Months Ended September 30, 2025 Shares (000s) Weighted

As of March 31, 2026, the Plan had 503,567 shares available for future awards.

Option activity for the three months ended March 31, 2026 and 2025 is summarized below:

For the Three Months Ended March 31, 2026 Shares (000s) Weighted

Price Aggregate

5 unchanged sentences

Canceled ( 2 ) 139.31

Outstanding as of September 30, 2025 933 $ 119.11 $ 29,374 5.4

Exercisable as of September 30, 2025 661 $ 108.04 $ 27,784 4.3

For the Nine Months Ended September 30, 2024 Shares (000s) Weighted

Outstanding as of March 31, 2026 903 $ 126.38 $ 39,577 5.5

Exercisable as of March 31, 2026 653 $ 114.89 $ 35,662 4.5

For the Three Months Ended March 31, 2025 Shares (000s) Weighted

Price Aggregate

4 unchanged sentences

Forfeited — —

Outstanding as of September 30, 2024 991 $ 114.49 $ 60,932 6.0

Exercisable as of September 30, 2024 626 $ 99.39 $ 47,926 4.6

ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

Outstanding as of March 31, 2025 995 $ 117.53 $ 48,212 5.6

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

ASC 718, "Compensation-Stock Compensation", requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

The weighted average fair values of the stock options granted under the Plan were calculated using either the Black-Scholes model or the Binomial model, whichever was deemed to be most appropriate.

For the nine months ended September 30, 2025, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions:

dividend yields of 0.6 %;

expected volatilities of 26 %;

risk-free interest rates of 4.5 %;

and expected lives of 5.2 years.

For the nine months ended September 30, 2024, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions:

dividend yields of 0.6 %;

expected volatilities of 28 %;

risk-free interest rates of 4.1 %;

and expected lives of 5.0 years.

The Company used a projected expected life for each award granted based on historical experience of employees’ exercise behavior.

Expected volatilities are based on the Company’s historical volatility levels.

Dividend yields are based on the Company’s historical dividend yields.

Risk-free interest rates are based on the implied yields currently available on U.S.

Treasury zero-coupon issues with a remaining term equal to the expected life of the award.

Other information pertaining to option activity during the three and nine months ended September 30, 2025 and 2024 is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

For the three months ended March 31, 2026, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions:

Three Months Ended March 31,

Dividend yields 0.5 % 0.6 %

Expected volatilities 23.5 % 26.0 %

Risk-free interest rates 3.8 % 4.5 %

Expected lives 5.2 years 5.2 years

Other information pertaining to option activity during the three months ended March 31, 2026 and 2025 is as follows:

Three Months Ended March 31,

Weighted-average fair value of options granted $ 48.90 $ 48.86

Total intrinsic value of stock options exercised ($000s) $ 4,754 $ 1,388

Non-vested restricted stock activity for the nine months ended September 30, 2025 and 2024 is summarized below:

Nine Months Ended September 30,

Non-vested restricted stock activity for the three months ended March 31, 2026 and 2025 is summarized below:

Three Months Ended March 31,

Shares (000s) Weighted

6 unchanged sentences

Forfeited ( 1 ) 155.53 ( 1 ) 140.76

Non-vested balance as of September 30 150 $ 149.84 129 $ 141.94

Non-vested performance share activity for the nine months ended September 30, 2025 and 2024 is summarized below:

Nine Months Ended September 30,

Non-vested balance as of March 31 155 $ 162.45 147 $ 148.68

Non-vested performance share activity for the three months ended March 31, 2026 and 2025 is summarized below:

Three Months Ended March 31,

Shares (000s) Weighted

6 unchanged sentences

Forfeited — — ( 4 ) 150.11

Non-vested balance as of September 30 81 $ 160.14 79 $ 150.73

The Company's performance share (“PS”) awards provide the recipients the right to receive a certain number of shares of the Company’s common stock in the future, subject to an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, or relative total shareholder return ("TSR") where vesting is dependent upon the Company’s TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents.

For grants made in 2025, the performance metrics are comprised of an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period and modified based on the Company's TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents.

Non-vested balance as of March 31 96 $ 171.52 81 $ 160.14

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.

Expense is measured based on the fair value of the grant at the date of grant.

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

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

dividend yields of 0.0 % and 0.0 %;

volatilities of 26 % and 25 %;

and initial TSR's of - 8.8 % and 10.3 %, in each case for the nine months ended September 30, 2025 and 2024, respectively.

Expense is estimated based on the number of shares expected to vest, assuming the requisite service period is rendered and the probable outcome of the performance condition is achieved.

The estimate is revised if subsequent information indicates that the actual number of shares likely to vest differs from previous estimates.

Expense is ultimately adjusted based on the actual achievement of service and performance targets.

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

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

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

As of September 30, 2025 and 2024, there were $ 23,995 and $ 24,300 , respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans.

As of September 30, 2025, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.5 years.

The Company estimates that share-based compensation expense for the year ended December 31, 2025 will be approximately $ 18,900 .

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 3,475,622 shares have been repurchased.

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

Open market repurchases of common stock could be made pursuant to a 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.

During the nine months ended September 30, 2025, the Company repurchased 333,594 shares from open market purchases and/or withheld 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 at an average cost of $ 161.90 .

During the nine months ended September 30, 2024, the Company purchased 37,109 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 at an average cost of $ 144.89 .

A Monte-Carlo simulation has been used to estimate the fair value using the following assumptions:

Three Months Ended March 31,

Dividend yields — % — %

Expected volatilities 22.8 % 25.5 %

Risk-free interest rates 3.5 % 4.3 %

Initial TSR's 16.0 % - 8.8 %

As of March 31, 2026 and 2025, there were $ 35,802 and $ 31,427 , respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans.

As of March 31, 2026, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.8 years.

The Company estimates that share-based compensation expense for the year ended December 31, 2026 will be $ 19,467 .

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.

Since the inception of the December 2025 program, a total of 159,539 shares have been repurchased.

During the three months ended March 31, 2026 and 2025, the Company purchased 89,880 and 32,869 shares, respectively, from open market purchases and from employees on a net-settlement basis to provide cash to employees to cover the associated employee payroll taxes.

These shares were purchased at an average cost of $ 166.03 and $ 161.99 per share, respectively.

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 condensed consolidated balance sheet.

The excise tax payable was $ 779 as of December 31, 2025.

There was no excise tax payable as of March 31, 2026.

NOTE 3 – INVENTORIES

Inventories, net of reserves at September 30, 2025 and December 31, 2024 consisted of the following:

September 30, 2025 December 31, 2024

Inventories, net of reserves at March 31, 2026 and December 31, 2025 consisted of the following:

March 31, 2026 December 31, 2025

Raw materials $ 50,563 $ 41,858

2 unchanged sentences

Total inventories $ 146,743 $ 131,449

On a regular basis, the Company evaluates its inventory balances for excess quantities and obsolescence by analyzing demand, inventory on hand, sales levels and other information.

Based on these evaluations, inventory balances are reserved, if necessary.

The reserve for inventory was $ 3,537 and $ 3,414 at March 31, 2026 and December 31, 2025, respectively.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at September 30, 2025 and December 31, 2024 are summarized as follows:

September 30, 2025 December 31, 2024

Property, plant and equipment at March 31, 2026 and December 31, 2025 are summarized as follows:

March 31, 2026 December 31, 2025

Land $ 12,299 $ 12,428

5 unchanged sentences

Property, plant and equipment, net $ 303,070 $ 306,648

In accordance with Topic 360, the Company reviews long-lived assets for impairment whenever events indicate that the carrying amount of the assets may not be fully recoverable.

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

Included in "General and administrative expenses" was $ 521 of restructuring-related impairment charges related to an asset that was held for sale for both the three and nine months ended September 30, 2024.

There were no such charges for the three and nine months ended September 30, 2025.

NOTE 5 - INTANGIBLE ASSETS

The Company had goodwill in the amount of $ 816,494 and $ 780,030 as of September 30, 2025 and December 31, 2024, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is primarily due to foreign currency translation adjustments.

Identifiable intangible assets with finite lives at September 30, 2025 and December 31, 2024 are summarized as follows:

(in years) Gross Carrying Amount at September 30, 2025 Accumulated Amortization at September 30, 2025 Gross Carrying Amount at December 31, 2024 Accumulated Amortization at December 31, 2024

The Company had goodwill in the amount of $ 811,452 and $ 816,375 as of March 31, 2026 and December 31, 2025, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The decrease in goodwill is due to foreign currency translation adjustments.

Identifiable intangible assets with finite lives at March 31, 2026 and December 31, 2025 are summarized as follows:

(in years) Gross Carrying Amount at March 31, 2026 Accumulated Amortization at March 31, 2026 Gross Carrying Amount at December 31, 2025 Accumulated Amortization at December 31, 2025

Customer relationships and lists 10 - 20

6 unchanged sentences

Other intangible assets with finite lives $ 118,778 $ 89,994 $ 119,819 $ 89,524

Total intangible assets with finite lives $ 490,380 $ 322,921 $ 470,250 $ 305,200

Amortization of identifiable intangible assets was approximately $ 4,341 and $ 12,662 for the three and nine months ended September 30, 2025 respectively, and $ 3,795 and $ 15,380 for the three and nine months ended September 30, 2024, respectively.

Amortization of identifiable intangible assets was $ 4,399 and $ 4,060 for the three months ended March 31, 2026 and 2025, respectively.

Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $ 12,943 for the remainder of 2026, $ 16,623 for 2027, $ 16,175 for 2028, $ 15,761 for 2029, $ 15,376 for 2030 and $ 15,258 for 2031.

At September 30, 2025 and December 31, 2024, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350.

At March 31, 2026 and December 31, 2025, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350.

Identifiable intangible assets are reflected in "Customer relationships and lists, net" and “Other intangible assets with finite lives, net” on the Company’s condensed consolidated balance sheets.

There were no changes to the useful lives of intangible assets subject to amortization during the nine months ended September 30, 2025 and 2024.

There were no changes to the useful lives of intangible assets subject to amortization during the three months ended March 31, 2026 and 2025.

NOTE 6 - EQUITY METHOD INVESTMENT

In 2013, the Company and Eastman Chemical Company formed a joint venture ( 66.66 % / 33.34 % ownership), St.

Gabriel CC Company, LLC, to design, develop, and construct an expansion of the Company’s St.

In January 2014, BCP Ingredients, Inc.

("BCP"), a subsidiary of the Company, and Taminco US Inc.

Taminco was subsequently acquired by Eastman Chemical Company) formed a joint venture ( 66.66 % / 33.34 % ownership), St.

Gabriel CC Company, LLC, to design, develop, and construct an expansion of BCP’s St.

Gabriel aqueous choline chloride plant.

The Company contributed the St.

BCP contributed the St.

Gabriel plant, at cost, and all continued expansion and improvements are funded by the owners.

The joint venture became operational as of July 1, 2016.

The joint venture became operational as of July 1, 2016, at which point, Taminco US Inc.

was succeeded by Taminco US LLC.

Gabriel CC Company, LLC is a Variable Interest Entity (VIE) because the total equity at risk is not sufficient to permit the joint venture to finance its own activities without additional subordinated financial support.

Additionally, voting rights ( 2 votes each) are not proportionate to the owners’ obligation to absorb expected losses or receive the expected residual returns of the joint venture.

The Company receives the majority of the production offtake capacity, which may be adjusted from time to time to the extent the owners agree as such, and absorbs operating expenses approximately proportional to the actual percentage of offtake.

The joint venture is accounted for under the equity method of accounting since the Company is not the primary beneficiary as the Company does not have the power to direct the activities of the joint venture that most significantly impact its economic performance.

The Company recognized a loss of $ 123 and $ 368 for the three and nine months ended September 30, 2025, respectively, and $ 124 and $ 367 for the three and nine months ended September 30, 2024, respectively, relating to its portion of the joint venture's expenses in other expense.

The Company made capital contributions to the investment totaling $ 39 and $ 144 for the three and nine months ended September 30, 2025, respectively, and $ 33 and $ 113 for the three and nine months ended September 30, 2024, respectively.

The carrying value of the joint venture at September 30, 2025 and December 31, 2024 was $ 3,632 and $ 3,856 , respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.

BCP receives the majority of the production offtake capacity, which may be adjusted from time to time to the extent the owners agree as such, and absorbs operating expenses approximately proportional to the actual percentage of offtake.

The joint venture is accounted for under the equity method of accounting since BCP is not the primary beneficiary as BCP does not have the power to direct the activities of the joint venture that most significantly impact its economic performance.

BCP recognized a loss of $ 124 and $ 122 for the three months ended March 31, 2026 and 2025, respectively, relating to its portion of the joint venture's expenses in other expense.

BCP made capital contributions to the investment totaling $ 42 and $ 30 for the three months ended March 31, 2026 and 2025, respectively.

The carrying value of the joint venture at March 31, 2026 and December 31, 2025 was $ 3,635 and $ 3,717 , respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.

NOTE 7 – REVOLVING LOAN

2 unchanged sentences

The loans may be used for working capital, letters of credit, and other corporate purposes and may be drawn upon at the Company’s discretion.

As of September 30, 2025 and December 31, 2024, the total balance outstanding on the 2022 Credit Agreement amounted to $ 154,000 and $ 190,000 , respectively.

As of March 31, 2026 and December 31, 2025, the total balance outstanding on the 2022 Credit Agreement amounted to $ 169,000 and $ 164,000 , respectively.

There are no installment payments required on the revolving loans;

1 unchanged sentence

Amounts outstanding under the 2022 Credit Agreement are subject to an interest rate equal to a fluctuating rate as defined by the 2022 Credit Agreement plus an applicable rate.

The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the 2022 Credit Agreement, and the interest rate was 5.27 % at September 30, 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 September 30, 2025).

The unused portion of the revolving loan amounted to $ 396,000 at September 30, 2025.

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 4.78 % at March 31, 2026.

The unused portion of the revolving loan amounted to $ 381,000 at March 31, 2026.

The Company is also required to pay, as applicable, letter of credit fees, administrative agent fees, and other fees to the arrangers and lenders.

Costs associated with the issuance of the revolving loans are capitalized and amortized on a straight-line basis over the term of the 2022 Credit Agreement, which is not materially different than the effective interest method.

Capitalized costs net of accumulated amortization were $ 527 and $ 743 at September 30, 2025 and December 31, 2024, respectively, and are included in "Other non-current assets" on the condensed consolidated balance sheets.

Amortization expense pertaining to these costs totaled $ 72 and $ 216 for both the three and nine months ended September 30, 2025 and 2024 and are included in "Interest expense, net" in the accompanying condensed consolidated statements of earnings.

Capitalized costs net of accumulated amortization were $ 384 and $ 455 at March 31, 2026 and December 31, 2025, respectively, and are included in "Other non-current assets" on the condensed consolidated balance sheets.

Amortization expense pertaining to these costs totaled $ 71 for both the three months ended March 31, 2026 and 2025 and are included in "Interest expense, net" in the accompanying condensed consolidated statements of earnings.

The 2022 Credit Agreement contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated interest coverage ratio to exceed a certain minimum ratio.

At September 30, 2025, the Company was in compliance with these covenants.

At March 31, 2026, the Company was in compliance with these covenants.

Indebtedness under the Company’s loan agreements is secured by assets of the Company.

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net Earnings - Basic and Diluted $ 40,285 $ 37,053

5 unchanged sentences

Net Earnings Per Share - Diluted $ 1.25 $ 1.13

The number of anti-dilutive shares were 221,170 and 224,180 for the three and nine months ended September 30, 2025, respectively, and 189,830 and 326,020 for the three and nine months ended September 30, 2024, respectively.

The number of anti-dilutive shares were 214,602 and 223,820 for the three months ended March 31, 2026 and 2025, respectively.

Anti-dilutive shares could potentially dilute basic earnings per share in future periods and therefore, were not included in diluted earnings per share.

NOTE 9 – INCOME TAXES

The Company’s effective tax rate for the three months ended September 30, 2025 and 2024, was 22.6 % and 22.9 %, respectively.

The lower effective tax rate for the quarter was primarily due to certain lower state taxes.

The effective tax rate for the nine months ended September 30, 2025 and 2024 was 22.4 % and 22.2 %, respectively.

The higher effective tax rate for the nine months ended September 30, 2025 was primarily due to lower tax benefits from stock-based compensation partially offset by certain lower state taxes.

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

While the Company currently does not anticipate the OBBBA will have a material impact on its estimated annual effective tax rate in 2025, we will continue to assess its impact.

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

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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

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

The Company accounts for uncertainty in income taxes utilizing ASC 740-10, "Income Taxes".

ASC 740-10 clarifies whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority.

It prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken.

This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosures.

The application of ASC 740-10 requires judgment related to the uncertainty in income taxes and could impact our effective tax rate.

The Company’s effective tax rate for the three months ended March 31, 2026 and 2025, was 23.3 % and 22.7 %, respectively.

The higher effective tax rate for the quarter was primarily due to an increase in certain state taxes.

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

The Company has assessed that the OBBBA will not have a material impact on its estimated annual effective tax rate in 2026.

The Company files income tax return s in the U.S.

and in various states and foreign countries.

As of September 30, 2025, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2020.

The Company had approximately $ 7,349 and $ 6,720 of unrecognized tax benefits, which are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets, as of September 30, 2025 and December 31, 2024, respectively.

As of March 31, 2026, 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 Company had $ 6,838 and $ 6,731 of unrecognized tax benefits, which are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets, as of March 31, 2026 and December 31, 2025, respectively.

The Company includes interest expense or income as well as potential penalties on uncertain tax positions as a component of "Income tax expense" in the condensed consolidated statements of earnings.

Total accrued interest and penalties related to uncertain tax positions at September 30, 2025 and December 31, 2024 were approximately $ 2,666 and $ 2,352 , respectively, and are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets.

Total accrued interest and penalties related to uncertain tax positions at March 31, 2026 and December 31, 2025 were $ 2,457 and $ 2,350 , respectively, and are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets.

The European Union ("EU") member states formally adopted the EU's Pillar Two Directive on December 15, 2022, which was established by the Organization for Economic Co-operation and Development.

9 unchanged sentences

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

For the Three Months Ended September 30, 2025

HNH ANH SP Other and Unallocated Total

Net sales $ 174,088 $ 56,376 $ 35,683 $ 1,411 $ 267,558

Cost of sales 109,961 (1) 44,630 (1) 15,735 (1) 1,779 (1) 172,105

Gross margin 64,127 11,746 19,948 ( 368 ) 95,453

Operating expenses 23,296 (2) 8,033 (3)

8,414 (4) 1,131 (5) 40,874

Earnings from operations 40,831 3,713 11,534 ( 1,499 ) 54,579

Other expenses:

Interest expense, net 2,629

Other income, net ( 94 )

Earnings before income

tax expense 52,044

Income tax expense 11,755

Net earnings $ 40,289

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

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

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

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

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

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

For the Nine Months Ended September 30, 2025

HNH ANH SP Other and Unallocated Total

Net sales $ 493,318 $ 169,681 $ 106,143 $ 4,402 $ 773,544

Cost of sales 308,811 (6) 134,033 (6) 48,292 (6) 5,674 (6) 496,810

Gross margin 184,507 35,648 57,851 ( 1,272 ) 276,734

Operating expenses 67,360 (7) 23,185 (8) 25,463 (9) 3,690 (10) 119,698

Earnings from operations 117,147 12,463 32,388 ( 4,962 ) 157,036

Other expenses:

Interest expense, net 8,319

Other income, net ( 278 )

Earnings before income

tax expense 148,995

Income tax expense 33,375

Net earnings $ 115,620

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

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

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

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

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

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

For the Three Months Ended September 30, 2024

For the Three Months Ended March 31, 2026

HNH ANH SP Other and Unallocated Total

8 unchanged sentences

Other expense, net 891

Earnings before income

tax expense 43,893

Earnings before income tax expense 52,522

Income tax expense 12,237

1 unchanged sentence

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

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

2 unchanged sentences

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

For the Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

HNH ANH SP Other and Unallocated Total

3 unchanged sentences

Operating expenses 21,100 (7) 7,124 (8) 7,704 (9) 1,225 (10) 37,153

25,026 (19) 3,210 (20) 114,404

Earnings from operations 37,974 5,236 9,585 ( 1,780 ) 51,015

1 unchanged sentence

Interest expense, net 2,924

Other income, net ( 213 )

Earnings before income

tax expense 121,969

Other expense, net 151

Earnings before income tax expense 47,940

Income tax expense 10,887

1 unchanged sentence

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

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

2 unchanged sentences

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

Business Segment Assets September 30,

Business Segment Assets March 31,

2026 December 31,

7 unchanged sentences

It also includes assets associated with a few minor businesses which individually do not meet the quantitative thresholds for separate presentation.

Depreciation/Amortization Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Depreciation/Amortization Three Months Ended March 31,

Human Nutrition and Health $ 8,647 $ 7,303

3 unchanged sentences

Total $ 12,491 $ 11,014

Capital Expenditures Nine Months Ended September 30,

Capital Expenditures Three Months Ended March 31,

Human Nutrition and Health $ 3,155 $ 2,327

4 unchanged sentences

NOTE 11 – REVENUE

Revenue Recognition

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

The following table presents revenues disaggregated by revenue source:

Sales and usage-based taxes are excluded from revenues.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Product Sales Revenue $ 270,216 $ 250,061

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

United States $ 197,382 $ 185,722

1 unchanged sentence

Total Revenue $ 270,709 $ 250,519

Product Sales Revenues

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

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

Royalty Revenues

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

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

Contract Liabilities

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

The Company’s payment terms vary by the type and location of customers and the products offered.

The term between invoicing and when payment is due is not significant.

For certain products or services and customer types, the Company requires payment before the products are delivered to the customer.

Practical Expedients and Exemptions

The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less.

These costs are recorded within selling and marketing expenses.

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

NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the nine months ended September 30, 2025 and 2024 for income taxes and interest is as follows:

Nine Months Ended September 30,

Cash paid during the three months ended March 31, 2026 and 2025 for income taxes and interest is as follows:

Three Months Ended March 31,

Income taxes $ 1,394 $ 1,443

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net foreign currency translation adjustment (1)

$ ( 10,102 ) $ 21,722

Net change in postretirement benefit plan (see Note 14 for

1 unchanged sentence

Amortization of gain ( 11 ) ( 2 )

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

Prior service loss (gain) arising during the period 411 ( 319 )

Total before tax 400 ( 321 )

1 unchanged sentence

Net of tax 304 ( 238 )

Total other comprehensive income $ 84 $ 21,637 $ 65,343 $ 5,812

Accumulated other comprehensive income (loss) at September 30, 2025 and December 31, 2024 consisted of the following:

Total other comprehensive (loss) income $ ( 9,798 ) $ 21,484

(1) Includes gains of $ 1,829 and $ 3,117 on intra-entity foreign currency transactions for the three months ended March 31, 2026 and 2025, respectively.

Accumulated other comprehensive income (loss) at March 31, 2026 and December 31, 2025 consisted of the following:

Foreign currency

2 unchanged sentences

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

Other comprehensive income (loss) 65,583 ( 240 ) 65,343

Balance September 30, 2025 $ 41,401 $ 195 $ 41,596

Other comprehensive (loss) income ( 10,102 ) 304 ( 9,798 )

Balance March 31, 2026 $ 31,251 $ 498 $ 31,749

NOTE 14 – EMPLOYEE BENEFIT PLANS

7 unchanged sentences

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

Nine Months Ended September 30,

Three Months Ended March 31,

Service cost $ 23 $ 29

2 unchanged sentences

Net periodic benefit cost $ 22 $ 44

T he amounts recorded for these obligations on the Company’s condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 a re $ 1,531 and $ 1,522 , respectively, and are included in "Other long-term obligations" on the Company's condensed consolidated balance sheets.

T he amounts recorded for these obligations on the Company’s condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 a re $ 1,112 and $ 1,122 , respectively, and are included in "Other long-term obligations" on the Company's condensed consolidated balance sheets.

These plans are unfunded and approved claims are paid from Company funds.

3 unchanged sentences

The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees.

The amounts recorded for these obligations on the Company's condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 were $ 800 and $ 613 , respectively, and were included in "Other long-term obligations" on the Company's condensed consolidated balance sheets.

The amounts recorded for these obligations on the Company's condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 were $ 887 and $ 869 , respectively, and were included in "Other long-term obligations" on the Company's condensed consolidated balance sheets.

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

Nine Months Ended September 30,

Three Months Ended March 31,

Service cost with interest to end of year $ 57 $ 49

6 unchanged sentences

Assets of the plan are held in a rabbi trust, and are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company.

The deferred compensation liability was $ 12,574 as of September 30, 2025, of which $ 12,551 was included in "Other long-term obligations" and $ 23 was included in "Accrued compensation and other benefits" on the Company's condensed consolidated balance sheets.

The Company may, at its discretion, provide matching contributions to eligible employee deferred compensation contributions, with no obligation to make such contributions in future periods.

The deferred compensation liability was $ 13,271 as of March 31, 2026, of which $ 13,248 was included in "Other long-term obligations" and $ 23 was included in "Accrued compensation and other benefits" on the Company's condensed consolidated balance sheets.

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 related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $ 12,566 as of September 30, 2025, of which $ 12,543 was included in "Other non-current assets" and $ 23 was included in "Other current assets" on the Company's condensed consolidated balance sheet.

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

The related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $ 13,265 as of March 31, 2026, of which $ 13,242 was included in "Other non-current assets" and $ 23 was included in "Other current assets" on the Company's condensed consolidated balance sheet.

The 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 condensed consolidated balance sheets.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

The Company is obligated to make rental payments under non-cancelable operating and finance leases.

Aggregate future minimum rental payments required under these leases at September 30, 2025 are disclosed in Note 18, Leases .

Aggregate future minimum rental payments required under these leases at December 31, 2025 are disclosed in Note 18, Leases .

The Company’s Verona, Missouri facility, while held by a prior owner, Syntex Agribusiness, Inc.

(“Syntex”), was designated by the U.S.

Environmental Protection Agency (the "EPA") as a Superfund site and placed on the National Priorities List in 1983 because of dioxin contamination on portions of the site.

Environmental Protection Agency (the "EPA") as a Superfund site and placed on the National Priorities List in 1983

because of dioxin contamination on portions of the site.

Remediation was conducted by Syntex under the oversight of the EPA and the Missouri Department of Natural Resources.

20 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 September 30, 2025 and December 31, 2024 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed consolidated balance sheets.

The Company estimates that the fair value of all financial instruments at March 31, 2026 and December 31, 2025 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed consolidated balance sheets.

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

6 unchanged sentences

Level 1 Level 2 Level 3

September 30, 2025

March 31, 2026

Money market funds (1)

$ 1,508 $ 1,508 $ — $ —

Certificates of deposit with maturities of three months or less (2)

Certificates of deposit with maturities of three

months or less (2)

23,010 — 23,010 —

5 unchanged sentences

$ 1,464 $ 1,464 $ — $ —

Rabbi trust funds - current (3)

Rabbi trust funds - non-current (3)

16 unchanged sentences

Gabriel CC Company, LLC in this scenario lacks economic substance and therefore the Company does not include them in net sales within the condensed consolidated statements of earnings.

Payments for the services the Company provided amounted to $ 1,108 and $ 3,447 for the three and nine months ended September 30, 2025, respectively, and $ 1,109 and $ 3,321 for the three and nine months ended September 30, 2024, respectively.

The raw materials purchased and subsequently sold amounted to $ 9,399 and $ 30,145 for the three and nine months ended September 30, 2025, respectively, and $ 7,616 and $ 21,249 for the three and nine months ended September 30, 2024, respectively.

Payments for the services the Company provided amounted to $ 1,117 and $ 1,127 for the three months ended March 31, 2026 and 2025, respectively.

The raw materials purchased and subsequently sold amounted to $ 9,951 and $ 9,925 for the three months ended March 31, 2026 and 2025, respectively.

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

Gabriel CC Company, LLC of $ 7,620 and $ 24,521 during the three and nine months ended September 30, 2025, respectively, and $ 5,766 and $ 16,450 for the three and nine months ended September 30, 2024, respectively.

At September 30, 2025 and December 31, 2024, the Company had receivables of $ 3,053 and $ 3,893 , respectively, recorded in accounts receivable from St.

Gabriel CC Company, LLC of $ 8,045 and $ 7,918 during the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026 and December 31, 2025, the Company had receivables of $ 4,454 and $ 4,225 , respectively, recorded in accounts receivable from St.

Gabriel CC Company, LLC for services rendered and raw materials sold.

At September 30, 2025 and December 31, 2024, the Company had payables of $ 2,188 and $ 2,831 , respectively, recorded in accounts payable for finished goods received from St.

At March 31, 2026 and December 31, 2025, the Company had payables of $ 3,420 and $ 3,369 , respectively, recorded in accounts payable for finished goods received from St.

Gabriel CC Company, LLC.

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 September 30, 2025 and December 31, 2024.

Gabriel CC Company, LLC, recorded in accounts payable as of both March 31, 2026 and December 31, 2025.

In addition, the Company had receivables in the amount of $ 150 related to non-contractual monies owed from St.

Gabriel CC Company, LLC, recorded in other current assets as of September 30, 2025.

Gabriel CC Company, LLC, recorded in other current assets as of March 31, 2026.

NOTE 18 – LEASES

The Company has both real estate leases and equipment leases.

The main types of equipment leases include forklifts, trailers, printers and copiers, railcars, and trucks.

Leases are categorized as both operating leases and finance leases.

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

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

As such, the Company's management determined it is appropriate to utilize a corporate based borrowing rate for all locations.

The Company developed four tranches of leases based on lease terms and these tranches reflect the composition of the current lease portfolio.

1 unchanged sentence

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

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

Based on the Company's risk rating, the Company applied the following

discount rates for new leases entered into during the first quarter of 2026:

(1) 1 - 2 years, 5.02 % (2) 3 - 4 years, 5.61 % (3) 5 - 9 years, 5.95 % and (4) 10 + years, 6.67 %.

Right of use assets and lease liabilities at September 30, 2025 and December 31, 2024 are summarized as follows:

Right of use assets September 30, 2025 December 31, 2024

Right of use assets and lease liabilities at March 31, 2026 and December 31, 2025 are summarized as follows:

Right of use assets March 31, 2026 December 31, 2025

Operating leases $ 13,661 $ 14,672

1 unchanged sentence

Total $ 15,130 $ 16,192

Lease liabilities - current September 30, 2025 December 31, 2024

Lease liabilities - current March 31, 2026 December 31, 2025

Operating leases $ 3,444 $ 3,614

1 unchanged sentence

Total $ 3,651 $ 3,819

Lease liabilities - non-current September 30, 2025 December 31, 2024

Lease liabilities - non-current March 31, 2026 December 31, 2025

Operating leases $ 10,571 $ 11,324

1 unchanged sentence

Total $ 12,063 $ 12,868

For the three and nine months ended September 30, 2025 and 2024, the Company's total lease costs were as follows, which included amounts recognized in earnings, amounts capitalized on the balance sheets, and the cash flows arising from lease transactions:

For the three months ended March 31, 2026 and 2025, the Company's total lease costs were as follows, which included amounts recognized in earnings, amounts capitalized on the balance sheets, and the cash flows arising from lease transactions:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Operating lease cost $ 1,302 $ 1,325

9 unchanged sentences

$ 1,376 $ 1,430

Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed $ 1,397 $ 61 $ 3,254 $ 1,225

Weighted-average remaining lease term - operating leases 5.71 years 9.18 years 5.71 years 9.18 years

Weighted-average remaining lease term - finance leases 7.61 years 8.62 years 7.61 years 8.62 years

Right-of-use assets obtained in exchange for new operating lease liabilities, net

of right-of-use assets disposed $ 133 $ 1,202

Weighted-average remaining lease term - operating leases 5.61 years 8.84 years

Weighted-average remaining lease term - finance leases 7.00 years 8.12 years

Weighted-average discount rate - operating leases 7.0 % 7.6 %

Weighted-average discount rate - finance leases 5.1 % 5.1 %

Rent expense charged to operations under operating lease agreements for the three and nine months ended September 30, 2025 aggregated to approximately $ 1,407 and $ 4,100 , respectively, and $ 1,365 and $ 4,057 for the three and nine months ended September 30, 2024, respectively.

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at September 30, 2025 are as follows:

October 1, 2025 to December 31, 2025 $ 1,444

Rent expense charged to operations under operating lease agreements for the three months ended March 31, 2026 and 2025 aggregated to $ 1,302 and $ 1,325 , respectively.

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at March 31, 2026 are as follows:

April 1, 2026 to December 31, 2026 $ 3,540

Thereafter 2,573

Total minimum lease payments $ 22,771

Total undiscounted lease payments 19,144

Present value adjustment ( 3,430 )

Present value of lease liabilities $ 15,714

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-Q

Item 1. Financial Statements