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[Form 4] PHIBRO ANIMAL HEALTH CORP Insider Trading Activity

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4
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 (both >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.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BENDHEIM JACK

(Last) (First) (Middle)
300 FRANK W. BURR BLVD., STE 21

(Street)
TEANECK NJ 07666

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PHIBRO ANIMAL HEALTH CORP [ PAHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/18/2025 S(1) 7,022 D $40.2637(2) 31,338 I See(3)
Class A Common Stock 09/19/2025 C(4) 30,000 A $0 61,338 I See(3)
Class A Common Stock 16,840 D(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $0 09/19/2025 C 30,000 (4) (4) Class A Common Stock 30,000 $0 20,136,034 I See(3)
1. Name and Address of Reporting Person*
BENDHEIM JACK

(Last) (First) (Middle)
300 FRANK W. BURR BLVD., STE 21

(Street)
TEANECK NJ 07666

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
1. Name and Address of Reporting Person*
BFI Co., LLC

(Last) (First) (Middle)
300 FRANK W. BURR BLVD., STE 21

(Street)
TEANECK NJ 07666

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by BFI Co., LLC ("BFI") on May 30, 2025.
2. 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.
3. 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.
4. 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.
5. The reported securities are directly held by Jack Bendheim.
/s/ Judith Weinstein, as Attorney-in-Fact for Jack Bendheim 09/22/2025
/s/ Judith Weinstein, as Attorney-in-Fact for BFI Co., LLC 09/22/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did PAHC reporting persons file on Form 4?

The filing reports a sale of 7,022 Class A shares on 09/18/2025 at a weighted average price of $40.2637 and the acquisition via conversion of 30,000 Class B shares into Class A on 09/19/2025 at $0.

Who are the reporting persons on the PAHC Form 4?

The reporting persons are Jack Bendheim (identified as Director, President and CEO, and >10% owner) and BFI Co., LLC (identified as a >10% owner).

Was a Rule 10b5-1 trading plan used for the sale?

Yes. The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by BFI Co., LLC on May 30, 2025.

What price range were the sold shares executed at?

Footnote disclosures state the shares were sold in multiple transactions at prices ranging from $40.00 to $40.51; the reported weighted average is $40.2637.

How many Class A shares are reported as beneficially owned after the transactions?

The Form 4 reports 61,338 Class A shares as beneficially owned (indirect) following the reported transactions and notes 30,000 Class A shares underlying converted Class B stock.
Phibro Animal

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1.81B
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Drug Manufacturers - Specialty & Generic
Pharmaceutical Preparations
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United States
TEANECK