Phibro (PAHC) Exec Bendheim receives 3,964 RSUs vesting over three years

Rhea-AI Filing Summary

Daniel M. Bendheim, Executive Vice President, Corporate Strategy and a director of Phibro Animal Health Corporation (PAHC), reported a grant of 3,964 restricted stock units (RSUs) on 08/15/2025. The RSUs represent contingent rights to receive one share of Class A Common Stock per unit and were awarded at $0 purchase price. The RSUs vest in substantially equal installments on each of the first three anniversaries of August 1, 2025, subject to continued employment through each vesting date. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Positive

• Alignment with shareholders: RSUs vest over three years, aligning the executive's incentives with longer-term performance
• Retention tool: Grant structure (contingent RSUs) supports executive retention without immediate share issuance

Negative

• Potential future dilution: The RSUs convert to Class A shares upon vesting, which will increase outstanding shares over time

Insights

Corporate Governance Expert

TL;DR: A mid-sized equity grant to an executive/director with standard multi-year vesting, indicating retention alignment without immediate dilution through sales.

The grant of 3,964 RSUs to a named executive who is also a director is a routine equity-based retention mechanism. Vesting over three annual installments beginning August 1, 2025 aligns the executive’s incentives with multi-year service to the company. The award price of $0 indicates these are typical restricted stock units rather than a purchased award. There is no evidence in this filing of exercised options, dispositions, or sales that would change immediate share count.

Securities Analyst

TL;DR: The Form 4 discloses a grant, not a market transaction; the filing conveys limited near-term market impact.

The reported transaction code and details show an acquisition (grant) of RSUs, not a cash purchase or sale. Because vesting is contingent and spread over three years, the award does not represent immediate issuance of shares to the reporting person. The filing contains no pricing for underlying stock sales or exercises and therefore implies no short-term change to outstanding free-floating shares from this reporting alone.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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 Daniel M

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. VP, Corporate Strategy

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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(1)	08/15/2025		A		3,964(2)	A	$0	3,964	D

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

Explanation of Responses:

1. The reported securities represent restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of Class A Common Stock.

2. The RSUs vest in substantially equal installments on each of the first three anniversaries of August 1, 2025, subject to the Reporting Person's continued employment through the applicable vesting date.

Remarks:

Exhibit List - Exhibit 24.1 Power of Attorney

	/s/ Judith Weinstein, as Attorney-in-Fact for Daniel Bendheim	08/19/2025
	** 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.
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FAQ

What did PAHC insider Daniel Bendheim report on Form 4?

He reported a grant of 3,964 restricted stock units (RSUs) on 08/15/2025 representing contingent rights to one share each of Class A Common Stock.

When do the RSUs granted to Daniel Bendheim vest?

The RSUs vest in substantially equal installments on each of the first three anniversaries of August 1, 2025, subject to continued employment.

Did the Form 4 show a purchase price for the RSUs?

The reported price was $0, indicating these are granted RSUs rather than purchased shares.

What roles does the reporting person hold at PAHC?

The reporting person, Daniel M. Bendheim, is listed as a Director and Executive Vice President, Corporate Strategy.

Was there an immediate sale or exercise reported in this filing?

No. The Form 4 reports an acquisition (grant) of RSUs and contains no sale or exercise transactions.