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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): December 18, 2025 (December 16, 2025)
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 5.02 |
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. |
On December 18, 2025, Phibro Animal Health Corporation
(“Phibro” or the “Company”) announced that Jack C. Bendheim, the current Chairman of the Board of Directors of
the Company (the “Board”), Chief Executive Officer and President, will resign from his position as Chief Executive Officer
and President, effective July 1, 2026 (the “Effective Date”). On the Effective Date, Mr. Jack C. Bendheim will assume a new
managerial role as Executive Chairman and will continue to support strategic oversight and work closely with the executive leadership
team. Mr. Jack C. Bendheim will continue to serve as the Chairman of the Board of Directors of the Company.
On the Effective Date, Daniel (Dani) Bendheim,
age 53, the Company’s current Executive Vice President, Corporate Strategy, will assume the role of Chief Executive Officer and
President of the Company. Mr. Dani Bendheim brings approximately 28 years of knowledge of the Company’s business into his new role,
having first joined the Company in 1997. He was appointed the Company’s Vice President of Business Development in 2001, appointed
President, Performance Products in 2004, and then appointed to his current role as Executive Vice President, Corporate Strategy in March
2014. He was elected as member of the Board in November 2013.
Mr. Dani Bendheim is the son of Mr. Jack C. Bendheim,
and the brother of Mr. Jonathan Bendheim, a member of the Board, and, together with certain other family members, is a Manager of BFI
Co., LLC (“BFI”), an investment vehicle of the Bendheim family, with respect to the economic rights pertaining to shares of
Company stock owned by BFI. For a description of Mr. Dani Bendheim’s family relationships with other directors and executive officers
and for related party transactions, please see his biography under the heading “Executive Officers” and “Certain Relationships
and Related Party Transactions” in Phibro’s Definitive Proxy Statement filed with the SEC on September 19, 2025, which sections
are incorporated by reference herein.
Each of Mr. Dani Bendheim and Mr. Jack C. Bendheim
will enter into a new or amended employment agreement prior to the Effective Date.
| ITEM 7.01 |
REGULATION FD DISCLOSURE. |
On December 18, 2025, the Company issued a press
release announcing Mr. Jack C Bendheim resigning from his role as Chief Executive Officer and President of the Company, and the appointment
of Mr. Dani Bendheim as his successor to such roles, effective as of July 1, 2026. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and
in the press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise
regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated December 18, 2025. |
| |
|
|
| 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: December 18, 2025 | |
| | |
| | By: |
/s/ Judith Weinstein |
| | Name: |
Judith Weinstein |
| | Title: |
Senior Vice President, General Counsel and Corporate Secretary |
