BALCHEM CORP filed this 4 on February 13, 2026
BALCHEM CORP - 4 - 20260213 - EXPLANATIONS_AND_REMARKS
Explanation of Responses:
(1) Ownership of restricted stock vests in Reporting Person over a 3-year period (25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date), subject to restrictions on transfer in accordance with the provisions of a Restricted Stock Grant Agreement between the Issuer and the Reporting Person.
(2) Represents the vesting of performance stock units (includes 306 dividend equivalent shares) for the 2023-2025 performance period.
(3) 9,358 of the 18,291 performance stock units that vested on February 11, 2026 were withheld to cover tax requirement due upon vesting.
(4) Reflects shares that were withheld to cover withholding taxes due upon vesting of restricted shares (granted on 2/12/2025).
(5) Reflects securities held in a trust for the benefit of the Reporting Person's mother and for which the Reporting Person serves as trustee. The Reporting Person disclaims beneficial ownership over the securities held by the trust, except to the extent of his pecuniary interest therein, if any.
(6) Options vest 20% Year 1, 40% Year 2, and 40% Year 3.