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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 28, 2026
Phibro
Animal Health Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware |
|
001-36410 |
|
13-1840497 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
Glenpointe
Centre East, 3rd Floor
300
Frank W. Burr Boulevard, Suite 21
Teaneck,
New Jersey 07666-6712
(Address of Principal Executive Offices, including
Zip Code)
(201)
329-7300
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value per share |
|
PAHC |
|
NASDAQ
Stock Market |
Check the appropriate box below if this Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 28, 2026, Phibro Animal Health Corporation
(the “Company”) entered into Amendment No. 1 to its Credit Agreement (“Amendment No. 1”) with Coöperatieve
Rabobank U.A., New York Branch, as administrative agent, collateral agent and L/C issuer, and each lender from time to time party thereto,
which amends the Credit Agreement, dated as of July 3, 2024, among the Company, Coöperatieve Rabobank U.A., New York Branch, as administrative
agent, collateral agent and L/C issuer, and each lender from time to time party thereto (the “Original Credit Agreement”).
Pursuant to Amendment No. 1, the revolving credit
commitment available to the Company under the Original Credit Agreement has increased by $125,000,000, from $310,000,000 to an aggregate
commitment of $435,000,000.
The foregoing description of Amendment No. 1 does
not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, a copy of which has been filed as Exhibit
10.1 to this Current Report and is incorporated in this Item 1.01 by reference.
Amendment No. 1 has been included as an exhibit
to this Current Report on Form 8-K to provide you with information regarding its terms. Amendment No. 1 contains representations and warranties
that the parties thereto made to the other parties thereto as of specific dates. The assertions embodied in the representations and warranties
in Amendment No. 1 were made solely for purposes of the contract among the respective parties, and each may be subject to important qualifications
and limitations agreed to by the parties in connection with negotiating the terms thereof. Moreover, some of those representations and
warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different
from those generally applicable to shareholders or may have been used for the purpose of allocating risk among the parties rather than
establishing matters as facts.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
As discussed in Item 1.01 above, on April
28, 2026, the Company entered into Amendment No. 1, which increased the revolving credit commitment under the Original Credit Agreement.
The description of the material terms of Amendment
No. 1 in Item 1.01 is incorporated by reference in this Item 2.03, and is qualified in its entirety by reference to the full text of Amendment
No. 1, a copy of which is attached hereto as Exhibit 10.1, and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Amendment No. 1, dated April 28, 2026, among Phibro Animal Health Corporation, Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, and the Lenders party thereto. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
PHIBRO ANIMAL HEALTH CORPORATION
Registrant |
| |
|
| Date: April 30, 2026 |
|
| |
|
| |
By: |
/s/ Judith Weinstein |
| |
Name: |
Judith Weinstein |
| |
Title: |
Senior Vice President, General Counsel and Corporate Secretary |
