Phibro (PAHC) Insider: 7,022-Share Sale Under 10b5-1; 30,000 Class B Converted
Rhea-AI Filing Summary
Jack Bendheim and BFI Co., LLC filed a Form 4 reporting insider transactions in Phibro Animal Health Corporation (PAHC). On 09/18/2025 BFI sold 7,022 shares of Class A common stock at a weighted average price of $40.2637 under a Rule 10b5-1 trading plan adopted May 30, 2025. On 09/19/2025 the reporting parties acquired 30,000 Class A shares via conversion of 30,000 Class B shares at no cash cost. Following the reported transactions, certain Class A holdings are reported as 61,338 shares (indirect) and derivative-related Class A shares underlying converted Class B stock total 30,000. Jack Bendheim is identified as a director, President and CEO, and a >10% owner; BFI is a >10% owner.
Positive
- 10b5-1 trading plan disclosed (adopted May 30, 2025), which documents pre-planned dispositions and can reduce signaling of opportunistic insider trading
- Conversion of 30,000 Class B to Class A increases Class A shares available to the reporting parties at no cash cost
Negative
- Sale of Class A shares (7,022 shares) on 09/18/2025 at a weighted average price of $40.2637 reduced direct holdings
- Additional disposals reported (16,840 Class A shares noted as disposed) which further decrease direct share ownership
Insights
TL;DR: Insider sold a small block under a 10b5-1 plan and converted Class B to Class A, net increasing liquid Class A shares.
The filing shows a Rule 10b5-1 sale of 7,022 Class A shares at a weighted average price of $40.2637 on 09/18/2025 and a conversion/acquisition of 30,000 Class A shares on 09/19/2025 at $0 by conversion of Class B shares. The reporting persons include Jack Bendheim (director, President and CEO) and BFI Co., LLC 10% owners). The 10b5-1 plan adoption date (May 30, 2025) is disclosed, which documents pre-planned disposition timing and reduces inference of contemporaneous trading based on non-public information.
TL;DR: Transactions reflect routine insider activity with pre-established plan use and a conversion that changes share class composition.
The report identifies shared voting/dispositive power: Jack Bendheim exercises control over BFI and disclaims beneficial ownership except for pecuniary interest. A conversion of 30,000 Class B shares into Class A was executed, increasing Class A share count held indirectly. The filing includes explicit footnotes explaining weighted average sale price range ($40.00–$40.51) and confirms availability of detailed per-trade pricing upon request. No other corporate actions or material events are disclosed in this Form 4.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 30,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 30,000 | $0.00 | -- |
| Sale | Class A Common Stock | 7,022 | $40.2637 | $283K |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by BFI Co., LLC ("BFI") on May 30, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.51. The Reporting Person undertakes to provide to Phibro Animal Health Corporation (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported securities are directly held by BFI. Jack Bendheim, a reporting person, director and officer of the Issuer, exercises voting and dispositive power over BFI and may be deemed to have shared voting and investment power over the securities held by BFI. Mr. Bendheim disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis, at the holder's election, and has no expiration date. The reported securities are directly held by Jack Bendheim.
