BCPC 10-K & 10-Q changes, risk factors and insider trading

We discuss our expectations regarding future performance, events and outcomes in this Form 10-K, quarterly and annual reports, press releases and other written and oral communications. All statements except for historical and present factual information are “forward-looking statements” and are based on financial data and business plans available only as of the time the statements are made, which may become outdated or incomplete. Forward-looking statements are inherently uncertain, and investors must recognize that events could significantly differ from our expectations. You should carefully consider the risk factors discussed below, together with all the other information included in this Form 10-K, in evaluating us and our ordinary shares. If any of the risks below actually occurs,occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. Any such adverse effect may cause the trading price of our ordinary shares to decline, and as a result, you could lose all or part of your investment in us. Our business may also be adversely affected by risks and uncertainties not known to us or risks that we currently believe to be immaterial. We assume no obligation to update any forward-looking statements as a result of new information, future events or other factors.

Our net sales consist of sales both within and outside the United States. In addition, we conduct a portion of our manufacturing outside the United States. The majority of our foreign sales occur through our foreign subsidiaries and the remainder of our foreign sales result from exports to foreign distributors, resellers and customers. Our foreign sales and operations are subject to a number of risks, including: longer accounts receivable collection periods; the impact of recessions and other economic conditions in economies outside the United States; export duties and quotas; imposition of, or escalations or changes in, tariffs, sanctions, trade restrictions, and trade relations including but not limited to those associated with the United States-Mexico-Canada Agreement ("USMCA") which replaced the North American Free Trade Agreement ("NAFTA"), other free trade agreements, and the exit of the United Kingdom from the European Union; new or unexpected changes in regulatory requirements; certification requirements; environmental regulations; reduced protection for intellectual property rights in some countries; potentially adverse tax consequences; political and economic instability; geopolitical tensions and increased geopolitical volatility; geopolitical trends towards nationalism and protectionism; changing perceptions of U.S.-based companies; preference for locally produced products.products; and global economic uncertainty and long-term changes in global trade. These factors could have a material adverse impact on our ability to increase or maintain our international sales.

Our sales and operations are subject to a number of risks, including political and economic instability andinstability, geopolitical tensions, and increased geopolitical volatility, which could have a material adverse impact on our ability to increase or maintain our international sales and operations. National and international conflicts such as war, border closures, civil disturbances and terrorist acts, including Russia's invasion of Ukraine and the ongoing conflict in the Middle East, may increase the likelihood of already strained supply interruptions and further hinder our ability to access the materials and energy we need to manufacture our products. Additional supply chain disruptions will make it harder for us to find favorable pricing and reliable sources for the materials we need. As a result, such disruptions will put upward pressure on our costs and increase the risk that we may be unable to acquire the materials and services we need to continue to make certain products, in particular at our manufacturing facilities in Europe.

A portion of our North American workforce is represented by a union under a single collective bargainingcollective-bargaining agreement. In Europe, employees at our Marano Ticino, Italy facility and Bertinoro, Italy facility are covered by a national collective bargainingcollective-bargaining agreement, respectively. We believe that our present labor relations with all our union employees are satisfactory, however, our failure to renew these agreements on reasonable terms could result in labor disruptions and increased labor costs, which could adversely affect our financial performance. Similarly, if our relations with the union portion of our workforce do not remain positive, such employees could initiate a strike, work stoppage or slowdown in the future. In the event of such an action, we may not be able to adequately meet the needs of our customers using our remaining workforce and our operations and financial condition could be adversely affected. Additionally, other portions of our workforce could become subject to union campaigns.

The effects of global climate change, such as extreme weather conditions and natural disasters occurring more frequently or with more intense effects, or the occurrence of unexpected events including floods, extreme wind, wildfires, tornadoes, hurricanes, earthquakes, floods, tsunamis and other severe hazards or global health crises, such as the outbreak of Ebola or the global COVID-19 pandemic, or other actual or threatened epidemic, pandemic, outbreak and spread of a communicable disease or virus, in the countries where we operate or sell products and provide services, could adversely affect our operations and financial performance. Extreme weather, natural disasters, power outages, global health crises or other unexpected events could disrupt our operations by impacting the availability and cost of materials needed for manufacturing, causing physical damage and partial or complete closure of our manufacturing sites or distribution centers, loss of human capital, temporary or long-term disruption in the manufacturing and supply of products and services and disruption in our ability to deliver products and services to customers. These events and disruptions could also adversely affect our customers’ and suppliers’ financial condition or ability to operate, resulting in reduced customer demand, delays in payments received or supply chain disruptions. Further, these events and disruptions could increase insurance and other operating costs, including impacting our decisions regarding construction of new facilities to select areas less prone to climateclimate-related change risksevents and natural disasters, which could result in indirect financial risks passed through the supply chain or other price modifications to our products and services.

Despite our implementation of cybersecurity measures which have focused on prevention (including a robust cybersecurity employee education program to train our employees on email and password security, recognizing phishing and related topics on a regular basis), mitigation, resilience and recovery, our network and products, including access solutions, may be vulnerable to cybersecurity attacks, computer viruses, malicious codes, malware, ransomware, phishing, social engineering, denial of service, hacking, break-ins and similar disruptions, including through use of emerging technologies, such as artificial intelligence ("AI") and machine learning. Cybersecurity attacks and intrusion efforts are continuous and constantly evolving, making it more difficult to successfully defend against them or to implement adequate preventative measures, and in certain cases they have been successful at the most robust institutions. Geopolitical tensions or conflicts may further heighten the risk of cybersecurity attacks. Further, the emergence and maturation of AI capabilities may lead to new or more sophisticated methods of attack, including fraud or phishing attempts that rely upon "deep fake" impersonation technology or other forms of generative technology that may increase the efficiency or effectiveness of cybersecurity attacks. AI is also increasingly being used by malicious actors to create more targeted cybersecurity attacks and spread disinformation. The scope and severity of risks that cyber threats present have increased dramatically and include, but are not limited to, malicious software, attempts to gain unauthorized access to data or premises, exploiting weaknesses related to vendors or other third parties that could be exploited to attack our systems, denials of service and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data. Any such event could have a material adverse effect on our business, operating results and financial condition, as we face regulatory, reputational and litigation risks resulting from potential cyber incidents, as well as the potential of incurring significant remediation costs. Further, while we maintain insurance coverage that may, subject to policy terms and exclusions, cover certain aspects of our cyber risks, such insurance coverage may be insufficient to cover our losses or all types of claims that may arise in the continually evolving area of cyber risk.

We also face increasing and evolving disclosure obligations related to cybersecurity events. Despite rigorous processes, we may not adequately meet all our existing or future disclosure obligations and/or havingwe may have our disclosures misinterpreted. Determining whether a cybersecurity incident is notifiable or reportable may not be straightforward and any such mandatory disclosures could lead to negative publicity, loss of customer confidence in the effectiveness of our security measures, diversion of management's attention and governmental investigations.

Unfavorable changes and instability in economic conditions, including inflation, monetary policies, recession, changes in tariffs and trade relations amongst international trading partners, geopolitical tensions and increased geopolitical volatility, or other changes in economic conditions, may adversely impact the markets in which we operate. These conditions may make it extremely difficult for our customers, our vendors and us to accurately forecast and plan future business activities, and they could cause U.S. and foreign businesses to slow spending on our products which would reduce our revenues and profitability. If inflation in costs such as raw materials, packaging, freight, labor and energy prices increase beyond our ability to control for them through measures such as implementing operating efficiencies, we may not be able to increase prices to sufficiently offset the effect of various costs increases without negatively impacting customer demand, thereby negatively impacting our margin performance and results of operations.

The principal raw materials that we use in the manufacture of our products can be subject to price fluctuations due to market conditions and factors beyond our control, including severe hazards, global health crises and inflationary pressures. Such raw materials include materials derived from petrochemicals, minerals, metals, agricultural commodities and other commodities. While the selling prices of our products tend to increase or decrease over time with the cost of raw materials, these changes may not occur simultaneously or to the same degree. At times, including during periods of rapidly increasing raw material prices, we may be unable to pass increases in raw material costs through to our customers due to certain contractual obligations. Such increases in the price of raw materials, if not offset by product price increases, or substitute raw materials, would have an adverse impact on our profitability. We believe we have reliable sources of supply for our raw materials under normal market conditions. We cannot, however, predict the likelihood or impact of any future raw material shortages. Any shortages or unforeseen price increases could have a material adverse impact on our results of operations.

Interest payable in accordance with our five-year senior secured revolving credit agreement (the "Credit Agreement") is based on a fluctuating rate. In light of potential fluctuations, including interest rate increases which may continue,increases, we are exposed to risk resulting from adverse changes in interest rates.

We are dependent on our vendors, including common carriers, to supply raw materials to our manufacturing facilities. As we continue to add capabilities to quickly move the appropriate amount of inventory at optimal operational costs through our entire supply chain, operating our fulfillment network becomes more complex and challenging. If our fulfillment network does not operate properly, if a vendor fails to deliver on its commitments, or if common carriers have difficulty providing capacity to meet demands for their services, we could experience inventory shortages, delivery delays or increased delivery costs, which could lead to lost sales and decreased guestcustomer confidence, and adversely affect our results of operations.

Political or financialeconomic instability, geopolitical tensions,tensions and volatility, currency fluctuations, the outbreak of pandemics or other illnesses (such as the COVID-19 pandemic), labor unrest, transport capacity and costs, port security, weather conditions, natural disasters, or other events that could alter or suspend our operations, slow or disrupt port activities, or affect foreign trade are beyond our control and could materially disrupt our supply of raw materials, increase our costs, and/or adversely affect our results of operations. There have been periodic labor disputes impacting the U.S. ports that have caused us to make alternative arrangements to continue the flow of inventory, and if these types of disputes recur, worsen, or occur in other countries through which we source products, it may have a material impact on our costs or inventory supply. Changes in the costs of procuring commodities used in our products or the costs related to our supply chain, could adversely affect our results of operations.

We are subject to risks related to sustainability and corporate social responsibility and various reputational matters.

Our reputation and the reputation of our brands, including the perception held by our customers, end-users, business partners, investors, other key stakeholders and the communities in which we do business are influenced by various factors. With respect to interest from our stakeholders on our sustainability and corporate social responsibility (including Environmental, Social and Governance (“"ESG”")) practices and disclosure, if we fail, or are perceived to have failed, in any number of ESGsustainability or corporate social responsibility matters, such as environmental stewardship, goals regarding our intended reduction of carbon emissions and water usage, workplace conduct and belonging, and support for local communities, or to effectively respond to changes in, or new, legal or regulatory requirements concerning climate change, climate risk reporting, or other sustainability concerns, our reputation or the reputation of our brands may suffer. Such damage to our reputation and the reputation of our brands may negatively impact our business, financial condition and results of operations. Further, there are an increasing number of anti-ESG legislative initiatives that may conflict with other regulatory requirements or our stakeholders' expectations.

In addition, negative or inaccurate postings or commentscomments, misinformation, and disinformation across the media landscape, including on social media or networking websites about the Company or our brands could generate adverse publicity that could damage our reputation or the reputation of our brands. If we are unable to effectively manage real or perceived issues, including concerns about product quality, safety, corporate social responsibility or other matters, sentiments toward the Company or our products could be negatively impacted, and our financial results could suffer.

We are subject to regulation under a variety of U.S. federal and state and non-U.S. laws, regulations and policies, including laws related to environmental, health and safety, sustainability, anti-corruption, export and import compliance, anti-trustanti-trust, money laundering, data privacy, and moneyartificial launderingintelligence due to our global operations. We cannot provide assurance that our internal controls will always protect us from the improper conduct of our employees, agents and business partners. Any improper conduct could damage our reputation and subject us to, among other things, civil and criminal penalties, material fines, equitable remedies (including profit disgorgement and injunctions on future conduct), securities litigation and a general loss of investor confidence.

Our U.S. and non-U.S. operations are subject to a number of laws and regulations, including food and feed regulations, and environmental, health and safety standards. We have incurred, and will be required to continue to incur, significant expenditures to comply with these laws and regulations. Changes to, or changes in interpretations of, current laws and regulations, including climate change legislation or other environmental mandates, could require us to increase our compliance expenditures, cause us to significantly alter or discontinue offering existing products and services or cause us to develop new products and services. Altering current products and services or developing new products and services to comply with changes in the applicable laws and regulations could require significant research and development investments, increase the cost of providing the products and services and adversely affect the demand for our products and services, including shifting demand to competitors in countries where laws and regulations may be less stringent.

In January 2025, the EPA issued its Interim Decision (“ID”) whereby EtO was re-registered for the sterilization of medical devices and the reduction of microbes on certain spices/seasonings. The ID provides for a phase-out period for the use of EtO on certain spices, discontinues certain minor applications, and includes mitigation and monitoring measures impacting product users, including our customers, with phased compliance deadlines ranging from several months to ten years. Further, the ID contemplates that EPA will gather annual worker exposure data from EtO users, including our customers. EtO registrants may not continue to sell EtO products to customers who do not provide such data. While the Company remains confident that the sterilization industry as a whole will take appropriate measures to comply with the latest EPA requirements in a timely manner, there is no assurance that this will consistently be the case. The ID and other requirements may be subject to further review, including additional stakeholder input, and the Company plans on continuing to work with various stakeholders to help ensure the EPA considers all available assessments to appropriately evaluate the risks of EtO. If the ID and other requirements remain unchanged, such requirements will likely result in increased costs and regulatory burdens for EtO users.burdens. Further, additional regulatory requirements associated with the use and emission of EtO may be imposed in the future, both within and outside of the U.S. Such increased regulation could require users of EtO to temporarily suspend operations to install additional emissions control technology, limit the use of EtO or take other actions which could ultimately impact our business, financial condition or results of operations.

We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, medicalplant devicenutrition, sterilization, plant nutritionfumigation, and industrial markets. Our three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products, as more fully described in Note 11,10, Segment Information, of the consolidated financial statements. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".

•The increase in net sales within the Human Nutrition and Health segment for 20242025 compared to 20232024 was driven by higher sales within both the nutrients business and the food ingredients and solutions businesses. Total sales for this segment grew 9.0%,9.9%, with volume and mix contributing 6.6% and6.6%, average selling prices contributing 2.4%.2.8%, and the change in foreign currency exchange rates contributing 0.4%.

•The decreaseincrease in net sales within the Animal Nutrition and Health segment for 20242025 compared to 20232024 was driven by lowerhigher sales in both the monogastricruminant and ruminantmonogastric species markets. Total sales for this segment decreasedincreased by 9.9%,7.5%, with average selling prices contributing -6.1% and5.6%, volume and mix contributing -3.8%.1.0%, and the change in foreign currency exchange rates contributing 0.9%.

•The increase in net sales within the Specialty Products segment for 20242025 compared to 20232024 was due to higher sales inwithin both the performance gases market,market partially offset by lower sales inand the plant nutrition business. Total sales for this segment increased by 5.4%,6.2%, with average selling prices contributing 3.9%4.0%, the change in foreign currency exchange rates contributing 1.3%, and volume and mix contributing 1.4%.0.9%.

Gross margin dollars increased for 20242025 compared to 20232024 due to higher sales,sales and a favorable mixmix, andpartially a decrease in cost of goods sold of $2,905. Cost of goods sold decreased by 0.5%, mainly drivenoffset by certain lowerhigher manufacturing input costs.

The increase in operating expenses was primarily due to the impact of favorable adjustments to transaction costs in the prior year of $11,300, an increase in compensation-related expenses of $9,074,$8,327 and higher professional services of $1,950, and the impact of a gain on the sale of fixed assets of $1,338 in the prior year,$3,856, partially offset by lower amortization expense of $8,867$2,376 and a decrease in restructuring-relatedagent impairmentand chargesbroker commissions of $7,243.$1,132.

•SpecialtyHuman ProductsNutrition & Health segment earnings from operations increased $5,327$17,949 primarily due to an increase ina gross margin contribution of $9,518.$22,438. The increase in gross margin was primarilydriven due toby the aforementioned higher sales and a favorable mix, partially offset by certain lowerhigher manufacturing input costs. ThisThe increase in gross margin was partially offset by an increase in operating expenses of $4,191,$4,489, mainlyprimarily due to higher compensation-related costs.costs of $5,909, partially offset by lower amortization of $2,329.

The increasedecrease in the effective tax rate was primarily due to ana increasedecrease in certain state and foreign taxes.taxes partially offset by lower tax benefits from stock-based compensation.

Liquidity and Capital Resources (All amounts in thousands, except share and per share data)

Cash and cash equivalents decreasedincreased to $74,570 at December 31, 2025 from $49,515 at December 31, 2024 from $64,447 at December 31, 2023.2024. At December 31, 2024,2025, we had $44,189$61,986 of cash and cash equivalents held by our foreign subsidiaries. We presently intend to permanently reinvest these funds in foreign operations by continuing to make additional plant related investments, and potentially invest in partnerships or acquisitions; therefore, we do not currently expect to repatriate these funds in order to fund U.S. operations or obligations. However, if these funds are needed for U.S. operations, we could be required to pay additional withholding taxes to repatriate these funds. In 2023, due to prevailing economic conditions of increased interest rates and subsequent borrowing costs, we remitted approximately $18,000 from our Belgium subsidiary to pay down U.S. debt, resulting in income tax expense of $20. Working capital was $189,230 at December 31, 2025 as compared to $156,085 at December 31, 20242024, asan compared to $165,751 at December 31, 2023, a decreaseincrease of $9,666.$33,145. Significant cash payments during the year included net payments on the revolving loanrepurchases of $119,569,common income taxes paidstock of $42,643,$107,636, capital expenditures and intangible assets acquired of $35,661,$43,489, income taxes paid of $37,749, the payment of the 20232024 declared dividend in 20242025 of $25,576,$28,287, and cashnet paidpayments foron anthe acquisitionrevolving loan of $24,164.$26,000.

The decreaseincrease in cash flows from operating activities was primarily driven by the increase in net earnings and the impact from the changes in working capital.

We continue to invest in corporate projects, improvements across all production facilities, and intangible assets. Total investments in property, plant and equipment and intangible assets were $35,661$43,489 and $37,892$35,661 for the years ended December 31, 20242025 and 2023,2024, respectively. Capital expenditures are projected to be approximately $40,000 to $45,000 for 2025.2026. As mentioned above, we expect that our operations will continue to generate sufficient cash flow to fund the commitments for capital expenditures. These capital expenditures are part of our continuous efforts to support our growing businesses. Cash paid to acquire an existing toll manufacturer to add capacity amounted to $323 and $24,164 for the yearyears ended December 31, 2025 and 2024, respectively, net of cash acquired. Cash paid for acquisitions, net of cash acquired, amounted to $1,252 for year ended December 31, 2023.

In 2024,2025, we borrowed $26,000$88,000 to fund share repurchases and the payment of the 20232024 dividenddividend, and made total loan repayments of $145,569,$114,000, resulting in $360,000$386,000 available under the 2022 Credit Agreement (see Note 8,7, Revolving Loan) as of December 31, 2024.2025.

WeOn haveDecember an9, 2025, the Company's Board of Directors approved a new stock repurchase program (the "December 2025 program"), which replaced the previously approved June 1999 program. The totalDecember authorization under this2025 program isauthorizes 3,763,038the repurchases of up to and including 4,000,000 shares of the Company's ordinary shares. This new stock repurchase program has no expiration date, does not oblige the Company to acquire any particular amount of the Company's ordinary shares, and may be terminated at any time. As of December 9, 2025, the 1999 program was terminated and all remaining authorized shares (5,742 shares) were expired. Since the inception of the programDecember in2025 June 1999,program, a total of 3,142,02869,659 shares have been repurchased. We intend to acquire shares from time to time at prevailing market prices if and to the extent we deem it is advisable to do so based on our assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to a share repurchase agreement in compliance with Rule 10b-18 or a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. We also purchaserepurchase (withhold) shares from employees in connection with the tax settlement of vested shares and/or exercised stock optionsoptions, as applicable, under the Company's omnibus incentive plan. ShareSuch repurchases of shares from employees are funded with existing cash on hand. Repurchases of common stock were $107,636 and $5,682 for the years ended December 31, 2025 and 2024, respectively.

We provide an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust, which are included in "Other non-current assets" on the consolidated balance sheet.sheets. They are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. 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 our consolidated balance sheets. The deferred compensation liability was $11,470 as of December 31, 2024, of which $11,449 was included in "Other long-term obligations" and $21 was included in "Accrued compensation and other benefits" on our condensed consolidated balance sheets. The deferredrelated compensationrabbi liabilitytrust assets was $10,188$12,798 as of December 31, 20232025, andof which $12,773 was included in "Other long-termnon-current obligationsassets" and $25 was included in "Other current assets" on ourthe condensedCompany's consolidated balance sheets. The related rabbi trust assets werewas $11,465 and $10,188 as of December 31, 20242024, and 2023, respectively, and werewas included in "Other non-current assets" on the Company's consolidated balance sheets.

As of MarchJune 31,30, 2026, we employed approximately 1,3681,379 full time employees worldwide. WeLabor continuemarket conditions remained generally stable during the quarter, supporting our ability to see improvement in the labor marketsattract and we feel that our team has been successful in attracting and retainingretain skilled and experienced employees in a competitive landscape.talent market. Additionally, we continuecontinued to invest in and leverage technology solutions to enhance andproductivity, leverage our existing technology capabilities to further optimize productivity andimprove performance, and explore new solutions to drive efficiencies.operational efficiencies across the organization.

We arecontinue monitoringto monitor the heightened geopolitical tensions in the Middle East, including conflicts involving Iran, which have, or may havehave, certain effects on our business and broader consequences, including increased energy prices, certain raw material costs, increased freight costs, and volatility in shipping patterns. All above impacts may adversely affect the global economy and may have the effect of heightening the operational risks disclosed in the "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025.

InWe Februarycontinue 2026,to monitor developments with respect to tariffs and other trade policy matters closely, including impacts from the U.S. Supreme Court issueddecision ain rulingFebruary striking2026 downthat invalidated certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). While the online portal and process to submit IEEPA tariff refund requests became available on April 20, 2026, the availability, timing, and amount of any potential refunds related to these tariffs remain highly uncertain and are subject to ongoing legal, regulatory, and administrative developments. Following the ruling, the U.S. presidential administration imposed additional tariffs under other statutory authorities, resulting in a rapidly evolving tariff environment. The online portal and process to submit IEEPA tariff refund requests became available on April 20, 2026, and as of June 2026, we have participated in the process for refunds to the extent we were the importer of record and directly paid tariffs under IEEPA. At this time, we cannot reasonably estimate the total financial impact of these developments; however, we do not expect them to have a material effect on our future results of operations or cash flows. We will continue to monitor and evaluate new information as it becomes available.

The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three and six months ended MarchJune 31,30, 2026 and 2025:

Results of Operations - Three Months Ended MarchJune 31,30, 2026 and 2025

•The increase in net sales within the Human Nutrition & Health segment for the firstsecond quarter of 2026 as compared to the firstsecond quarter of 2025 was driven by higher sales within both the nutrients business and the food ingredients and solutions businesses. Total sales for this segment grew 8.3%,10.0%, with volume and mix contributing 7.1%,7.0%, average selling prices contributing 2.7%, and the change in foreign currency exchange rates contributing 1.6%, and average selling prices contributing -0.5%.0.4%.

•The increase in net sales within the Animal Nutrition & Health segment for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 was driven by higher sales in both the monogastric and ruminant species markets. Total sales for this segment increased by 8.6%,15.0%, with volume and mix contributing 7.9%, average selling prices contributing 6.5%,6.6%, and the change in foreign currency exchange rates contributing 2.2%, and volume and mix contributing -0.2%.0.5%.

•The increase in net sales within the Specialty Products segment for the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 was due to higher sales in both the performance gases business.and plant nutrition businesses. Total sales for this segment increased by 4.4%,8.9%, with average selling prices contributing 4.0%,4.3%, volume and mix contributing 3.7%, and the change in foreign currency exchange rates contributing 3.3%, and volume and mix contributing -2.9%.1.0%.

Gross margin dollars increased in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 due to the sales growth and manufacturing efficiencies, partially offset by rawcertain materialhigher inflation.manufacturing input costs.

The increase in operating expenses in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 was primarily due to higher compensation-related costs of $4,901 and higher professional services of $1,403.$2,942.

•Human Nutrition & Health segment earnings from operations increased $2,046$4,039 primarily due to a gross margin contribution of $6,782.$5,714. The increase in gross margin was primarily due to the aforementioned higher sales and a favorable mix, partially offset by certain higher manufacturing input costs. The increase in gross margin was partially offset by an increase in operating expenses of $4,736,$1,679, primarily due to higher compensation-related costs of $2,281, higher professional services of $561,$915 and higher amortization of $412.$244.

•Animal Nutrition & Health segment earnings from operations increased $456.$1,713. Gross margin contribution was $2,629,$2,827, which was driven by the aforementioned higher sales, partially offset by certain higher manufacturing input costs. The increase in gross margin was partially offset by an increase in operating expenses of $2,173,$1,112, primarily due to higher compensation-related costs of $1,582 and higher professional services of $324.$1,131.

•Specialty Products segment earnings from operations increased $2,350$1,624 primarily due to a gross margin contribution of $3,174.$1,958. The increase in gross margin was mainly due to the aforementioned higher sales.sales Theand increasefavorable in gross margin wasmix, partially offset by an increase in operating expenses of $824, primarily due tocertain higher compensation-relatedmanufacturing costsinput of $928.costs.

Interest expense for the three months ended MarchJune 31,30, 2026 and 2025 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The decrease in net interest expense is primarily due to lower outstanding borrowings and lower interest rates. The increase in net other expense for the three months ended March 31, 2026 and 2025 was primarily related to foreign currency losses.

The higher effective tax rate was primarily due to anlower increasetax inbenefits certainfrom statestock-based taxes.compensation.

During the threesix months ended MarchJune 31,30, 2026, there were no material changes outside the ordinary course of business in the specified contractual obligations set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. We expect our operations to continue generating sufficient cash flow to fund working capital requirements and necessary capital investments. We are actively pursuing additional acquisition candidates. We could seek additional bank loans or access to financial markets to fund such acquisitions, our operations, working capital, necessary capital investments or other cash requirements should we deem it necessary to do so.

Cash and cash equivalents decreased to $72,873$63,174 at MarchJune 31,30, 2026 from $74,570 at December 31, 2025. At MarchJune 31,30, 2026, the Company had $66,825$53,925 of cash and cash equivalents held by foreign subsidiaries. We intend to permanently reinvest a significant portion of these foreign-held funds in foreign operations by continuing to make additional plant related investments, and potentially invest in partnerships or acquisitions; however, we may also repatriate a portion of cash held by certain foreign subsidiaries to support U.S. liquidity needs and capital allocation priorities. To the extent amounts are repatriated, we could be required to pay applicable withholding taxes on such repatriations. SubsequentDuring tothe Marchsecond 31,quarter of 2026, we repatriated $23,460 from our Belgium subsidiary to pay down U.S. debt. Working capital was $236,401$242,669 at MarchJune 31,30, 2026 as compared to $189,230 at December 31, 2025, an increase of $47,171.$53,439. Significant cash payments during the threesix months ended MarchJune 31,30, 2026 included repurchases of common stock of $44,484, the payment of dividends declared in 2025 of $30,769,$30,772, repurchasesincome taxes paid of common stock of $15,690, and$29,184, capital expenditures and intangible assets acquired of $6,252.$17,138, and net debt payments of $12,000.

We continue to invest in corporate projects, improvements across all production facilities, and intangible assets. Total investments in property, plant and equipment and intangible assets were $6,252$17,138 and $5,559$12,372 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

During the threesix months ended MarchJune 31,30, 2026, we borrowed $52,000$80,000 to fund the 2025 dividend, bonus payments, and share repurchases. We made total loan payments of $47,000,$92,000, resulting in $381,000$398,000 available under the 2022 Credit Agreement (see Note 7, Revolving Loan) as of MarchJune 31,30, 2026.

On December 9, 2025, the Company's Board of Directors approved a new stock repurchase program (the "December 2025 program"), which replaced the previously approved June 1999 program. The December 2025 program authorizes the repurchases of up to and including 4,000,000 shares of the Company's ordinary shares. This newThe stock repurchase program has no expiration date, does not oblige the Company to acquire any particular amount of the Company's ordinary shares, and may be terminated at any time. Since the inception of the December 2025 program, a total of 159,539342,788 shares have been repurchased. We intend to acquire shares from time to time at prevailing market prices if and to the extent we deem it is advisable to do so based on our assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to a share repurchase agreement in compliance with Rule 10b-18 or a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. We also repurchase (withhold) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan. Such repurchases of shares from employees are funded with existing cash on hand. Repurchases of common stock were $15,690$44,484 and $5,325$38,589 for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Proceeds from stock options exercised were $6,727$7,742 and $1,668$6,222 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Dividend payments were $30,769$30,772 and $28,263$28,265 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

As of MarchJune 31,30, 2026 and December 31, 2025, we have a liability of $6,838$6,945 and $6,731, respectively, for uncertain tax positions, including the related interest and penalties, recorded in accordance with ASC 740-10, for which we are unable to reasonably estimate the timing of settlement, if any.

We currently provide postretirement benefits in the form of two retirement medical plans, as discussed in Note 14, Employee Benefit Plans. The liabilities recorded in "Other long-term obligations" on the condensed consolidated balance sheets as of MarchJune 31,30, 2026 and December 31, 2025 were $1,112$1,128 and $1,122, respectively, and the plans are not funded. Historical cash payments made under these plans have typically been less than $200 per year. We do not anticipate any changes to the payments made in the current year for the plans.

Chemogas has an unfunded defined benefit plan. 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 this obligation on our balance sheets as of MarchJune 31,30, 2026 and December 31, 2025 was $887$911 and $869, respectively, and was included in "Other long-term obligations" on the condensed consolidated balance sheets.

We provide an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust and are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability was $13,271$14,095 as of MarchJune 31,30, 2026, of which $13,248$14,070 was included in "Other long-term obligations" and $23$25 was included in "Accrued compensation and other benefits" on our 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 our consolidated balance sheets. The related rabbi trust assets were $13,265$14,084 as of MarchJune 31,30, 2026, of which $13,242$14,059 was included in "Other non-current assets" and $23$25 was included in "Other current assets" on the condensed consolidated balance sheets. The rabbi trust assets 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.

There were no changes to our Significant Accounting Policies, as described in our December 31, 2025 Annual Report on Form 10-K, during the threesix months ended MarchJune 31,30, 2026.

We were engaged in related party transactions with St. Gabriel CC Company, LLC during the three and six months ended MarchJune 31,30, 2026. Refer to Note 17, Related Party Transactions.