What changed in this filing

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Item 1. Financial Statements

2026-07-31 compared with 2026-04-30 · 201 added, 131 removed, 491 unchanged (40% of the section changed)

3 unchanged sentences

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

Assets March 31, 2026 December 31, 2025

Assets June 30, 2026 December 31, 2025

Current assets:

Cash and cash equivalents $ 63,174 $ 74,570

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

Accounts receivable, net of allowance for credit losses of $ 1,128 and $ 862 at June 30, 2026 and December 31, 2025, respectively

148,973 143,596

1 unchanged sentence

Prepaid expenses 8,527 9,778

Prepaid income taxes 868 —

Other current assets 5,331 6,221

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Authorized 120,000,000 shares;

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

31,955,534 and 32,058,121 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 66,741 92,331

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net sales $ 283,997 $ 255,467 $ 554,706 $ 505,986

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Interest expense, net 1,938 2,766 4,151 5,690

Other expense, net 891 151

Other (income) expense, net ( 498 ) ( 335 ) 393 ( 184 )

1,440 2,431 4,544 5,506

Earnings before income tax expense 57,781 49,011 110,303 96,951

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net earnings $ 44,615 $ 38,278 $ 84,900 $ 75,331

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Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months Ended March 31, 2026 and 2025

For the Three and Six Months Ended June 30, 2026 and 2025

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

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

Net earnings 44,615 44,615 — — — —

Other comprehensive loss ( 4,540 ) — ( 4,540 ) — — —

Repurchases of common stock, including

excise tax ( 29,800 ) — — ( 183,249 ) ( 12 ) ( 29,788 )

Shares and options issued under stock plans 6,987 — — 10,257 1 6,986

Balance - June 30, 2026 $ 1,302,378 $ 1,206,296 $ 27,209 31,955,534 $ 2,132 $ 66,741

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

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

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

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

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Provision for (recovery of) credit losses 274 ( 108 )

Unrealized loss on foreign currency transactions and deferred compensation 717 24

Loss on disposal of assets and asset impairment 151 65

Unrealized loss (gain) on foreign currency transactions and

deferred compensation 688 ( 843 )

Loss (gain) on disposal of assets and asset impairment 492 ( 117 )

Changes in assets and liabilities

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

The results of operations for the three and six months ended June 30, 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.

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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.

While the adoption of ASU 2024-03 is not expected to have an effect on our consolidated financial statements, it is expected to result in incremental disclosures within the notes to our consolidated financial statements.

NOTE 2 - STOCKHOLDERS' EQUITY

Stock-Based Compensation

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,

The Company’s results for the three and six months ended June 30, 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 Increase/(Decrease) for the

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of sales $ 647 $ 536 $ 1,178 $ 974

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

As of March 31, 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

As of June 30, 2026, the Plan had 505,548 shares available for future awards.

Accounting Standards Codification ("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 six months ended June 30, 2026, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions:

Six Months Ended June 30,

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

Option activity for the six months ended June 30, 2026 and 2025 is summarized below:

For the Six Months Ended June 30, 2026 Shares (000s) Weighted

Price Aggregate

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Canceled ( 2 ) 139.31

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

Outstanding as of June 30, 2026 891 $ 126.79 $ 38,255 5.3

Exercisable as of June 30, 2026 642 $ 115.27 $ 34,455 4.3

For the Six Months Ended June 30, 2025 Shares (000s) Weighted

Price Aggregate

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Forfeited — —

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 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,

Outstanding as of June 30, 2025 945 $ 118.88 $ 38,084 5.6

Exercisable as of June 30, 2025 638 $ 106.87 $ 33,375 4.4

Other information pertaining to option activity during the three and six months ended June 30, 2026 and 2025 is as follows:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

Total intrinsic value of stock options exercised ($000s) $ 813 $ 3,370 $ 5,567 $ 4,759

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

Average Grant

Value Shares (000s) Weighted

Average Grant

Non-vested balance as of December 31 147 $ 150.15 122 $ 141.62

Granted 59 178.34 54 159.11

Vested ( 50 ) 145.25 ( 28 ) 138.21

Forfeited ( 1 ) 155.53 ( 1 ) 140.76

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,

The Company has Restricted Stock Grant Agreements with the Company's non–employee directors and certain employees, which are subject to time-based vesting requirements.

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

Non-vested restricted stock activity for the six months ended June 30, 2026 and 2025 is summarized below:

Six Months Ended June 30,

Shares (000s) Weighted

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Forfeited ( 5 ) 154.65 ( 1 ) 145.96

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

Non-vested balance as of June 30 153 $ 162.86 145 $ 148.91

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:

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

Three Months Ended March 31,

Six Months Ended June 30,

Dividend yields — % — %

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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.

Non-vested performance share activity for the six months ended June 30, 2026 and 2025 is summarized below:

Six Months Ended June 30,

Shares (000s) Weighted

Average Grant

Value Shares (000s) Weighted

Average Grant

Non-vested balance as of December 31 81 $ 160.14 79 $ 150.73

Granted 50 173.60 50 147.96

Vested ( 35 ) 148.64 ( 44 ) 130.29

Forfeited — — ( 4 ) 152.69

Non-vested balance as of June 30 96 $ 171.52 81 $ 160.14

As of June 30, 2026 and 2025, there were $ 30,954 and $ 26,849 , respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans.

As of June 30, 2026, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.55 years.

The Company estimates that share-based compensation expense for the year ended December 31, 2026 will be $ 21,291 .

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.

On December 9, 2025, the Company's Board of Directors approved a 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.

This 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 342,788 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.

During the six months ended June 30, 2026 and 2025, the Company purchased 273,129 and 237,834 shares, respectively, from open market purchases and 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.

These shares were purchased at an average cost of $ 163.15 and $ 162.25 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.

The excise tax payable was $ 161 and $ 779 as of June 30, 2026 and December 31, 2025, respectively.

NOTE 3 – INVENTORIES

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

March 31, 2026 December 31, 2025

Inventories, net of reserves at June 30, 2026 and December 31, 2025 consisted of the following:

June 30, 2026 December 31, 2025

Raw materials $ 52,217 $ 41,858

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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.

The reserve for inventory was $ 4,451 and $ 3,414 at June 30, 2026 and December 31, 2025, respectively.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

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

March 31, 2026 December 31, 2025

Property, plant and equipment at June 30, 2026 and December 31, 2025 are summarized as follows:

June 30, 2026 December 31, 2025

Land $ 12,247 $ 12,428

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NOTE 5 - INTANGIBLE ASSETS

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

The Company had goodwill in the amount of $ 808,809 and $ 816,375 as of June 30, 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 June 30, 2026 and December 31, 2025 are summarized as follows:

(in years) Gross Carrying Amount at June 30, 2026 Accumulated Amortization at June 30, 2026 Gross Carrying Amount at December 31, 2025 Accumulated Amortization at December 31, 2025

Customer relationships and lists 10 - 20

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Other intangible assets with finite lives $ 118,941 $ 91,026 $ 119,819 $ 89,524

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

Amortization of identifiable intangible assets was $ 4,301 and $ 8,700 for the three and six months ended June 30, 2026, respectively, and $ 4,261 and $ 8,321 for the three and six months ended June 30, 2025, respectively.

Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $ 8,603 for the remainder of 2026, $ 16,526 for 2027, $ 16,079 for 2028, $ 15,667 for 2029, $ 15,282 for 2030 and $ 15,164 for 2031.

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

At June 30, 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 three months ended March 31, 2026 and 2025.

There were no changes to the useful lives of intangible assets subject to amortization during the six months ended June 30, 2026 and 2025.

NOTE 6 - EQUITY METHOD INVESTMENT

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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.

BCP recognized a loss of $ 126 and $ 250 for the three and six months ended June 30, 2026, respectively, and $ 123 and $ 245 for the three and six months ended June 30, 2025, respectively, relating to its portion of the joint venture's expenses in other expense.

BCP made capital contributions to the investment totaling $ 53 and $ 95 for the three and six months ended June 30, 2026, respectively, and $ 75 and $ 105 for the three and six months ended June 30, 2025, respectively.

The carrying value of the joint venture at June 30, 2026 and December 31, 2025 was $ 3,562 and $ 3,717 , respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.

NOTE 7 – REVOLVING LOAN

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

As of June 30, 2026 and December 31, 2025, the total balance outstanding on the 2022 Credit Agreement amounted to $ 152,000 and $ 164,000 , respectively.

There are no installment payments required on the revolving loans;

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

The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the 2022 Credit Agreement, and the interest rate was 4.78 % at March 31, 2026.

The Company is also required to pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the 2022 Credit Agreement and ranges from 0.150 % to 0.225 % ( 0.150 % at March 31, 2026).

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

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 4.75 % at June 30, 2026.

The unused portion of the revolving loan amounted to $ 398,000 at June 30, 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 $ 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.

Capitalized costs net of accumulated amortization were $ 311 and $ 455 at June 30, 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 $ 73 and $ 144 for both the three and six months ended June 30, 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 March 31, 2026, the Company was in compliance with these covenants.

At June 30, 2026, the Company was in compliance with these covenants.

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

On July 24, 2026, the Company entered into Amendment No.

1 to the 2022 Credit Agreement (the "Credit Agreement Amendment").

The Credit Agreement Amendment increased the aggregate revolving commitment amount from $ 550,000 to $ 650,000 , extended the maturity date of the credit facility from July 27, 2027 to July 24, 2031, and made certain other amendments to the facility terms.

The Company used initial proceeds from the Credit Agreement Amendment to repay the outstanding balance of $ 152,000 due in July 2027 under the 2022 Credit Agreement.

NOTE 8– NET EARNINGS PER SHARE

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net Earnings - Basic and Diluted $ 44,615 $ 38,278 $ 84,900 $ 75,331

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Net Earnings Per Share - Diluted $ 1.39 $ 1.17 $ 2.63 $ 2.30

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

The number of anti-dilutive shares were 124,920 and 123,510 for the three and six months ended June 30, 2026, respectively, and 223,890 and 224,070 for the three and six months ended June 30, 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 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.

The Company’s effective tax rate for the three months ended June 30, 2026 and 2025, was 22.8 % and 21.9 %, respectively.

The higher effective tax rate for the quarter was primarily due to lower tax benefits from stock-based compensation .

The effective tax rate for the six months ended June 30, 2026 and 2025, was 23.0 % and 22.3 %, respectively.

The higher effective tax rate for the six months ended June 30, 2026 was primarily due to an increase in certain state taxes and lower tax benefits from stock-based compensation.

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.

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and in various states and foreign countries.

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.

As of June 30, 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 $ 6,945 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 June 30, 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 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.

Total accrued interest and penalties related to uncertain tax positions at June 30, 2026 and December 31, 2025 were $ 2,564 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.

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Balchem Corporation reports three reportable segments:

Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products.

Human Nutrition and Health ("HNH"), Animal Nutrition and Health ("ANH"), and Specialty Products ("SP").

Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".

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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 March 31, 2026

For the Three Months Ended June 30, 2026

HNH ANH SP Other and Unallocated Total

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Interest expense, net 1,938

Other income, net ( 498 )

Earnings before income tax expense 57,781

Income tax expense 13,166

Net earnings $ 44,615

(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 and duty 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.

For the Six Months Ended June 30, 2026

HNH ANH SP Other and Unallocated Total

Net sales $ 348,522 $ 126,643 $ 75,238 $ 4,303 $ 554,706

Cost of sales 215,645 (6) 97,287 (6) 32,206 (6) 4,801 (6) 349,939

Gross margin 132,877 29,356 43,032 ( 498 ) 204,767

Operating expenses 50,476 (7) 18,437 (8) 18,204 (9) 2,803 (10) 89,920

Earnings from operations 82,401 10,919 24,828 ( 3,301 ) 114,847

Other expenses:

Interest expense, net 4,151

Other expense, net 393

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

For the Three Months Ended March 31, 2025

For the Three Months Ended June 30, 2025

HNH ANH SP Other and Unallocated Total

6 unchanged sentences

Interest expense, net 2,766

Other expense, net 151

Other income, net ( 335 )

Earnings before income tax expense 49,011

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

Business Segment Assets March 31,

For the Six Months Ended June 30, 2025

HNH ANH SP Other and Unallocated Total

Net sales $ 319,230 $ 113,305 $ 70,460 $ 2,991 $ 505,986

Cost of sales 198,850 (16) 89,403 (16) 32,557 (16) 3,895 (16) 324,705

Gross margin 120,380 23,902 37,903 ( 904 ) 181,281

Operating expenses 44,064 (17) 15,152 (18) 17,049 (19) 2,559 (20) 78,824

Earnings from operations 76,316 8,750 20,854 ( 3,463 ) 102,457

Other expenses:

Interest expense, net 5,690

Other income, net ( 184 )

Earnings before income tax expense 96,951

Income tax expense 21,620

Net earnings $ 75,331

(16) 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 and duty costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.

(17) 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.

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

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

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

Business Segment Assets June 30,

2026 December 31,

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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 March 31,

Depreciation/Amortization Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Human Nutrition and Health $ 8,471 $ 7,544 $ 17,118 $ 14,847

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Total $ 12,220 $ 11,403 $ 24,711 $ 22,417

Capital Expenditures Three Months Ended March 31,

Capital Expenditures Six Months Ended June 30,

Human Nutrition and Health $ 7,939 $ 6,026

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Product Sales Revenue $ 283,363 $ 255,041 $ 553,579 $ 505,102

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

United States $ 205,193 $ 186,706 $ 402,575 $ 372,428

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NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

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,

Cash paid during the six months ended June 30, 2026 and 2025 for income taxes and interest is as follows:

Six Months Ended June 30,

Income taxes $ 29,184 $ 26,263

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net foreign currency translation adjustment (1)

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Total other comprehensive (loss) income $ ( 4,540 ) $ 43,775 $ ( 14,338 ) $ 65,259

(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:

(1) Includes losses of $ 95 and gains of $ 1,734 on intra-entity foreign currency transactions for the three and six months ended June 30, 2026, respectively, and gains of $ 2,184 and $ 5,301 for the three and six months ended June 30, 2025, respectively.

Accumulated other comprehensive income (loss) at June 30, 2026 and December 31, 2025 consisted of the following:

Foreign currency

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Other comprehensive (loss) income ( 14,636 ) 298 ( 14,338 )

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

Balance June 30, 2026 $ 26,717 $ 492 $ 27,209

NOTE 14 – EMPLOYEE BENEFIT PLANS

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

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.

Postretirement Medical Plans

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

Three Months Ended March 31,

Six Months Ended June 30,

Service cost $ 46 $ 58

2 unchanged sentences

Net periodic benefit cost $ 45 $ 88

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.

T he amounts record ed for these obligations on the Company’s condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 are $ 1,128 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.

1 unchanged sentence

Defined Benefit Pension Plan

On May 27, 2019, the Company acquired Chemogas Holding NV, a privately held specialty gases company headquartered in Grimbergen, Belgium ("Chemogas"), which has an unfunded defined benefit pension plan.

The Company provides an unfunded defined benefit pension plan for employees working in Belgium.

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 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.

The amounts recorded for these obligations on the Company's condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 were $ 911 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:

Three Months Ended March 31,

Six Months Ended June 30,

Service cost with interest to end of year $ 112 $ 107

7 unchanged sentences

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 $ 14,095 as of June 30, 2026, of which $ 14,070 was included in "Other long-term obligations" and $ 25 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 $ 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 related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $ 14,084 as of June 30, 2026, of which $ 14,059 was included in "Other non-current assets" and $ 25 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.

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(“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.

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In June 2023, in response to a Special Notice Letter received from the EPA in 2022, BCP Ingredients, Inc.

("BCP"), the Company's subsidiary that operates the site, Syntex, EPA, and the State of Missouri entered into an Administrative Settlement Agreement and Order on Consent (“ASAOC”) for a focused remedial investigation/feasibility study ("RI/FS") under which (a) BCP will conduct a source investigation of potential source(s) of releases of 1,4-dioxane and chlorobenzene at a portion of the site and (b) BCP and Syntex will complete a RI/FS to determine a potential remedy, if any is required.

("BCP"), the Company's subsidiary that owns and operates the site, Syntex, EPA, and the State of Missouri entered into an Administrative Settlement Agreement and Order on Consent (“ASAOC”) for a focused remedial investigation/feasibility study ("RI/FS") under which (a) BCP will conduct a source investigation of potential source(s) of releases of 1,4-dioxane and chlorobenzene at a portion of the site and (b) BCP and Syntex will complete a RI/FS to determine a potential remedy, if any is required.

Activities under the ASAOC are underway and are expected to continue for some period of time.

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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 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 Company estimates that the fair value of all financial instruments at June 30, 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

March 31, 2026

June 30, 2026

Money market funds (1)

$ 1,517 $ 1,517 $ — $ —

Certificates of deposit with maturities of three

months or less (2)

23,010 — 23,010 —

Rabbi trust funds - current (2)

8 unchanged sentences

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

(2) Certificates of deposit with original maturities of three months or less are categorized as cash equivalents.

Due to the short-term nature of the instruments, the Company has determined the cost approximates fair value.

(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.

11 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 $ 1,117 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.

Payments for the services the Company provided amounted to $ 1,172 and $ 2,289 for the three and six months ended June 30, 2026, respectively, and $ 1,212 and $ 2,339 for the three and six months ended June 30, 2025, respectively.

The raw materials purchased and subsequently sold amounted to $ 11,501 and $ 21,452 for the three and six months ended June 30, 2026, respectively, and $ 10,821 and $ 20,746 for the three and six months ended June 30, 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 $ 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 of $ 9,103 and $ 17,148 during the three and six months ended June 30, 2026, respectively, and $ 8,983 and $ 16,901 for the three and six months ended June 30, 2025, respectively.

At June 30, 2026 and December 31, 2025, the Company had receivables of $ 4,232 and $ 4,225 , respectively, recorded in accounts receivable from St.

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

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.

At June 30, 2026 and December 31, 2025, the Company had payables of $ 2,888 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 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 March 31, 2026.

Gabriel CC Company, LLC, recorded in accounts payable as of both June 30, 2026 and December 31, 2025.

NOTE 18 – LEASES

3 unchanged sentences

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 first quarter of 2026:

Based on the Company's risk rating, the Company applied the following discount rates for new leases entered into during the second quarter of 2026:

(1) 1 - 2 years, 4.96 % (2) 3 - 4 years, 5.55 % (3) 5 - 9 years, 5.89 % and (4) 10 + years, 6.61 %.

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

Right of use assets and lease liabilities at June 30, 2026 and December 31, 2025 are summarized as follows:

Right of use assets June 30, 2026 December 31, 2025

Operating leases $ 12,703 $ 14,672

1 unchanged sentence

Total $ 14,120 $ 16,192

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

Lease liabilities - current June 30, 2026 December 31, 2025

Operating leases $ 3,172 $ 3,614

1 unchanged sentence

Total $ 3,382 $ 3,819

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

Lease liabilities - non-current June 30, 2026 December 31, 2025

Operating leases $ 9,895 $ 11,324

1 unchanged sentence

Total $ 11,333 $ 12,868

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:

For the three and six months ended June 30, 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

June 30, Six Months Ended

2026 2025 2026 2025

Operating lease cost $ 1,260 $ 1,368 $ 2,562 $ 2,693

9 unchanged sentences

$ 1,342 $ 1,457 $ 2,718 $ 2,887

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

Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed $ 87 $ 655 $ 220 $ 1,857

Weighted-average remaining lease term - operating leases 5.57 years 8.76 years 5.57 years 8.76 years

Weighted-average remaining lease term - finance leases 6.75 years 7.86 years 6.75 years 7.86 years

Weighted-average discount rate - operating leases 7.1 % 7.6 % 7.1 % 7.6 %

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

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

Rent expense charged to operations under operating lease agreements for the three and six months ended June 30, 2026 aggregated to approximately $ 1,260 and $ 2,562 , respectively, and $ 1,368 and $ 2,693 for the three and six months ended June 30, 2025, respectively.

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at June 30, 2026 are as follows:

July 1, 2026 to December 31, 2026 $ 2,405

Thereafter 2,539

3 unchanged sentences

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