What changed in this filing

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Item 1. Financial Statements

2026-10-23 compared with 2026-07-31 · 155 added, 118 removed, 574 unchanged (32% of the section changed)

3 unchanged sentences

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

Assets June 30, 2026 December 31, 2025

Assets September 30, 2026 December 31, 2025

Current assets:

Cash and cash equivalents $ 66,264 $ 74,570

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

Accounts receivable, net of allowance for credit losses of $ 1,262 and $ 862 at September 30, 2026 and December 31, 2025, respectively

145,635 143,596

1 unchanged sentence

Prepaid expenses 9,933 9,778

Prepaid income taxes 868 —

Other current assets 6,039 6,221

31 unchanged sentences

Authorized 120,000,000 shares;

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

31,824,039 and 32,058,121 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 47,221 92,331

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

10 unchanged sentences

Interest expense, net 1,934 2,629 6,085 8,319

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

Other expense (income), net 459 ( 94 ) 852 ( 278 )

2,393 2,535 6,937 8,041

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

8 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

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

For the Three and Nine Months Ended September 30, 2026 and 2025

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

17 unchanged sentences

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

Net earnings 46,728 46,728 — — — —

Other comprehensive loss ( 2,800 ) — ( 2,800 ) — — —

Repurchases of common stock, including

excise tax ( 28,414 ) — — ( 170,618 ) ( 11 ) ( 28,403 )

Shares and options issued under stock plans 8,885 — — 39,123 2 8,883

Balance - September 30, 2026 $ 1,326,777 $ 1,253,024 $ 24,409 31,824,039 $ 2,123 $ 47,221

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, 2026 and 2025

(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

10 unchanged sentences

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.

2 unchanged sentences

(Dollars in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

26 unchanged sentences

Principal payments on finance leases ( 153 ) ( 145 )

Cash paid for financing costs ( 1,943 ) —

Proceeds from stock options exercised 11,589 6,867

19 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 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.

The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the operating results expected for the full year or any interim period.

Recent Accounting Pronouncements

5 unchanged sentences

Stock-Based Compensation

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:

The Company’s results for the three and nine months ended September 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,

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

2026 2025 2026 2025

5 unchanged sentences

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

As of September 30, 2026, the Plan had 502,353 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,

For the nine months ended September 30, 2026, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions:

Nine Months Ended September 30,

Dividend yields 0.5 % 0.6 %

2 unchanged sentences

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

Option activity for the nine months ended September 30, 2026 and 2025 is summarized below:

For the Nine Months Ended September 30, 2026 Shares (000s) Weighted

Price Aggregate

5 unchanged sentences

Canceled ( 2 ) 139.31

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

Outstanding as of September 30, 2026 855 $ 127.57 $ 32,936 5.1

Exercisable as of September 30, 2026 639 $ 116.86 $ 30,721 4.2

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

Price Aggregate

4 unchanged sentences

Forfeited ( 3 ) 142.33

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,

Canceled ( 1 ) 139.81

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

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

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

2026 2025 2026 2025

3 unchanged sentences

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,

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

Nine Months Ended September 30,

Shares (000s) Weighted

6 unchanged sentences

Forfeited ( 5 ) 156.26 ( 3 ) 148.11

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

Non-vested balance as of September 30 156 $ 163.10 150 $ 149.84

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:

2 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Dividend yields — % — %

2 unchanged sentences

Initial TSR's 16.0 % - 8.8 %

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

Six Months Ended June 30,

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

Nine Months Ended September 30,

Shares (000s) Weighted

6 unchanged sentences

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.

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

As of September 30, 2026 and 2025, there were $ 26,793 and $ 23,995 , respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans.

As of September 30, 2026, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.4 years.

The Company estimates that share-based compensation expense for the year ended December 31, 2026 will be $ 21,358 .

4 unchanged sentences

Since the inception of the December 2025 program, a total of 513,406 shares have been repurchased.

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.

During the nine months ended September 30, 2026 and 2025, the Company purchased 443,747 and 333,594 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 $ 163.97 and $ 161.90 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 $ 161 and $ 779 as of June 30, 2026 and December 31, 2025, respectively.

The excise tax payable was $ 377 and $ 779 as of September 30, 2026 and December 31, 2025, respectively.

NOTE 3 – INVENTORIES

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

June 30, 2026 December 31, 2025

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

September 30, 2026 December 31, 2025

Raw materials $ 55,660 $ 41,858

4 unchanged sentences

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

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

The reserve for inventory was $ 5,123 and $ 3,414 at September 30, 2026 and December 31, 2025, respectively.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

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

June 30, 2026 December 31, 2025

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

September 30, 2026 December 31, 2025

Land $ 12,211 $ 12,428

6 unchanged sentences

NOTE 5 - INTANGIBLE ASSETS

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

The Company had goodwill in the amount of $ 807,487 and $ 816,375 as of September 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 September 30, 2026 and December 31, 2025 are summarized as follows:

(in years) Gross Carrying Amount at September 30, 2026 Accumulated Amortization at September 30, 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 $ 119,384 $ 92,094 $ 119,819 $ 89,524

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.

Amortization of identifiable intangible assets was $ 4,280 and $ 12,980 for the three and nine months ended September 30, 2026, respectively, and $ 4,341 and $ 12,662 for the three and nine months ended September 30, 2025, respectively.

Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $ 4,321 for the remainder of 2026, $ 16,614 for 2027, $ 16,169 for 2028, $ 15,757 for 2029, $ 15,372 for 2030 and $ 15,254 for 2031.

At June 30, 2026 and December 31, 2025, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350.

At September 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 six months ended June 30, 2026 and 2025.

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

NOTE 6 - EQUITY METHOD INVESTMENT

12 unchanged sentences

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 $ 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.

BCP recognized a loss of $ 129 and $ 379 for the three and nine months ended September 30, 2026, respectively, and $ 123 and $ 368 for the three and nine months ended September 30, 2025, respectively, relating to its portion of the joint venture's expenses in other expense.

BCP made capital contributions to the investment totaling $ 60 and $ 155 for the three and nine months ended September 30, 2026, respectively, and $ 39 and $ 144 for the three and nine months ended September 30, 2025, respectively.

The carrying value of the joint venture at September 30, 2026 and December 31, 2025 was $ 3,493 and $ 3,717 , respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.

NOTE 7 – REVOLVING LOAN

On July 27, 2022, the Company entered into an Amended and Restated Credit Agreement (the "2022 Credit Agreement") with certain lenders in the form of a senior secured revolving credit facility, due on July 27, 2027.

The 2022 Credit Agreement allows for up to $ 550,000 of borrowing.

On July 27, 2022, the Company entered into an Amended and Restated Credit Agreement (the "2022 Credit Agreement") with certain lenders in the form of a senior secured revolving credit facility.

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

1 to the 2022 Credit Agreement (the "Credit Agreement Amendment"), which 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 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 June 30, 2026 and December 31, 2025, the total balance outstanding on the 2022 Credit Agreement amounted to $ 152,000 and $ 164,000 , respectively.

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.

The amendment was accounted for as a modification of the existing debt arrangement.

As of September 30, 2026 and December 31, 2025, the total balance outstanding under the revolving credit facility amounted to $ 124,000 and $ 164,000 , respectively.

There are no installment payments required on the revolving loans.

they may be voluntarily prepaid in whole or in part without premium or penalty, and all outstanding amounts are due on the maturity date.

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

The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the 2022 Credit Agreement, and the interest rate was 4.75 % at June 30, 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 June 30, 2026).

The unused portion of the revolving loan amounted to $ 398,000 at June 30, 2026.

The loans may be voluntarily prepaid in whole or in part without premium or penalty, and all outstanding amounts are due on the maturity date.

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

The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the Credit Agreement Amendment, and the interest rate was 4.90 % at September 30, 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 Credit Agreement Amendment and ranges from 0.150 % to 0.225 % ( 0.150 % at September 30, 2026).

The unused portion of the revolving loan amounted to $ 526,000 at September 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 $ 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 June 30, 2026, the Company was in compliance with these covenants.

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

Capitalized costs net of accumulated amortization were $ 2,108 and $ 455 at September 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 $ 101 and $ 245 for the three and nine months ended September 30, 2026, respectively, and $ 72 and $ 216 for the three and nine months ended September 30, 2025, respectively, and are included in "Interest expense, net" in the accompanying condensed consolidated statements of earnings.

The Credit Agreement Amendment 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, 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

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

6 unchanged sentences

Net Earnings Per Share - Diluted $ 1.46 $ 1.24 $ 4.09 $ 3.54

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.

The number of anti-dilutive shares were 120,000 and 123,510 for the three and nine months ended September 30, 2026, respectively, and 221,170 and 224,180 for the three and nine months ended September 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 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.

The Company’s effective tax rate for the three months ended September 30, 2026 and 2025, was 22.2 % and 22.6 %, respectively.

The lower effective tax rate for the quarter was primarily due to higher favorable adjustments related to the filing of the prior year federal tax return and a higher foreign-derived intangible income deduction benefit, partially offset by an increase in certain state taxes.

The effective tax rate for the nine months ended September 30, 2026 and 2025, was 22.7 % and 22.4 %, respectively.

The higher effective tax rate for the nine months ended September 30, 2026 was primarily due to an increase in certain state taxes, partially offset by higher favorable adjustments related to the filing of the prior year federal tax return.

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.

2 unchanged sentences

and in various states and foreign countries.

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.

As of September 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 $ 7,052 and $ 6,731 of unrecognized tax benefits, which included $ 2,671 and $ 2,350 of total accrued interest and penalties at September 30, 2026 and December 31, 2025, respectively.

The unrecognized tax benefits are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets.

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 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.

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 June 30, 2026

For the Three Months Ended September 30, 2026

HNH ANH SP Other and Unallocated Total

7 unchanged sentences

Interest expense, net 1,934

Other income, net ( 498 )

Other expense, net 459

Earnings before income tax expense 60,044

6 unchanged sentences

(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

(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, 2026

HNH ANH SP Other and Unallocated Total

16 unchanged sentences

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

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

HNH ANH SP Other and Unallocated Total

16 unchanged sentences

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

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

HNH ANH SP Other and Unallocated Total

16 unchanged sentences

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

Business Segment Assets June 30,

Business Segment Assets September 30,

2026 December 31,

8 unchanged sentences

Depreciation/Amortization Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

4 unchanged sentences

Total $ 12,389 $ 11,552 $ 37,100 $ 33,969

Capital Expenditures Six Months Ended June 30,

Capital Expenditures Nine Months Ended September 30,

Human Nutrition and Health $ 11,929 $ 14,075

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

3 unchanged sentences

NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

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,

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

Nine Months Ended September 30,

Income taxes $ 38,586 $ 29,625

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

4 unchanged sentences

Amortization of gain ( 13 ) ( 1 ) ( 34 ) ( 4 )

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

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

Total before tax ( 13 ) ( 1 ) 377 ( 323 )

2 unchanged sentences

Total other comprehensive (loss) income $ ( 2,800 ) $ 84 $ ( 17,138 ) $ 65,343

(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:

(1) Includes gains of $ 1,139 and $ 2,873 on intra-entity foreign currency transactions for the three and nine months ended September 30, 2026, respectively, and gains of $ 431 and $ 5,732 for the three and nine months ended September 30, 2025, respectively.

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

Foreign currency

3 unchanged sentences

Other comprehensive (loss) income ( 17,427 ) 289 ( 17,138 )

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

Balance September 30, 2026 $ 23,926 $ 483 $ 24,409

NOTE 14 – EMPLOYEE BENEFIT PLANS

9 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Service cost $ 69 $ 87

2 unchanged sentences

Net periodic benefit cost $ 67 $ 133

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.

T he amounts record ed for these obligations on the Company’s condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025 are $ 1,147 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 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.

The amounts recorded for these obligations on the Company's condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025 were $ 938 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:

Six Months Ended June 30,

Nine Months Ended September 30,

Service cost with interest to end of year $ 168 $ 161

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 $ 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 $ 14,273 as of September 30, 2026, of which $ 13,246 was included in "Other long-term obligations" and $ 1,027 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 $ 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 related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $ 14,262 as of September 30, 2026, of which $ 13,234 was included in "Other non-current assets" and $ 1,028 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.

27 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 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 Company estimates that the fair value of all financial instruments at September 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

June 30, 2026

September 30, 2026

Money market funds (1)

$ 2,234 $ 2,234 $ — $ —

Certificate of deposit with maturities of three

months or less (2)

3,403 — 3,403

Rabbi trust funds - current (3)

1,028 1,028 — —

Rabbi trust funds - non-current (3)

7 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.

(3) 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 $ 1,172 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.

Payments for the services the Company provided amounted to $ 1,196 and $ 3,485 for the three and nine months ended September 30, 2026, respectively, and $ 1,108 and $ 3,447 for the three and nine months ended September 30, 2025, respectively.

The raw materials purchased and subsequently sold amounted to $ 11,999 and $ 33,451 for the three and nine months ended September 30, 2026, respectively, and $ 9,399 and $ 30,145 for the three and nine months ended September 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 $ 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 of $ 9,216 and $ 26,364 during the three and nine months ended September 30, 2026, respectively, and $ 7,620 and $ 24,521 for the three and nine months ended September 30, 2025, respectively.

At September 30, 2026 and December 31, 2025, the Company had receivables of $ 4,545 and $ 4,225 , respectively, recorded in accounts receivable from St.

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

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.

At September 30, 2026 and December 31, 2025, the Company had payables of $ 6,342 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 June 30, 2026 and December 31, 2025.

Gabriel CC Company, LLC, recorded in accounts payable as of both September 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 second quarter of 2026:

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

(1) 1 - 2 years, 4.93 % (2) 3 - 4 years, 5.52 % (3) 5 - 9 years, 5.86 % and (4) 10 + years, 6.58 %.

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

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

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

Operating leases $ 16,319 $ 14,672

1 unchanged sentence

Total $ 17,683 $ 16,192

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

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

Operating leases $ 3,762 $ 3,614

1 unchanged sentence

Total $ 3,975 $ 3,819

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

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

Operating leases $ 13,085 $ 11,324

1 unchanged sentence

Total $ 14,469 $ 12,868

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:

For the three and nine months ended September 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

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

15 unchanged sentences

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 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

Rent expense charged to operations under operating lease agreements for the three and nine months ended September 30, 2026 aggregated to $ 1,438 and $ 4,000 , respectively, and $ 1,407 and $ 4,100 for the three and nine months ended September 30, 2025, respectively.

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

October 1, 2026 to December 31, 2026 $ 1,491

Thereafter 3,270

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