Phibro (PAHC) Form 4: CEO Bendheim awarded 16,840 RSUs with 3‑year vesting

Rhea-AI Filing Summary

Jack Bendheim, who is listed as a director, 10% owner and President and CEO of Phibro Animal Health Corp (PAHC), reported a non‑derivative acquisition on 08/15/2025 of 16,840 restricted stock units (RSUs). Each RSU represents a contingent right to one share of Class A common stock and was reported at a $0 price.

The filing shows 76,320 shares beneficially owned by the reporting person after the transaction. The RSUs vest in substantially equal installments on each of the first three anniversaries of August 1, 2025, subject to continued employment. The Form 4 was signed by an attorney‑in‑fact on behalf of Mr. Bendheim on 08/19/2025.

Positive

• Equity alignment: The RSU grant increases the reporting person's stake to 76,320 shares, aligning executive and shareholder interests.
• Retention focus: Time‑based vesting over three years encourages continued executive service without immediate dilution from exercised options.

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine executive equity grant that increases insider alignment without immediate cash cost or market sale.

The 16,840 RSU award is reported as a non‑cash grant and increases the reporting person's beneficial ownership to 76,320 shares, which can signal management alignment with shareholders. Vesting over three years ties value realization to continued service rather than immediate liquidity, limiting near‑term dilution and market impact. There is no exercise price because these are RSUs, not options, and no sale or purchase of open‑market shares is recorded.

Corporate Governance Expert

TL;DR: Standard executive compensation disclosure; vesting schedule conditions are time‑based and employment‑contingent.

The Form 4 documents a compensatory equity award subject to continued employment, a common corporate governance practice to retain senior executives. Reporting the award under Section 16 satisfies transparency requirements for insider holdings. The filing identifies the reporting person as director, 10% owner and President and CEO, clarifying potential related‑party considerations for governance review.

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 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)
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		16,840(2)	A	$0	76,320	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 Jack 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.
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 did Jack Bendheim report on Form 4 for PAHC?

He reported acquisition of 16,840 restricted stock units (RSUs) on 08/15/2025, each representing a contingent right to one Class A share.

How many shares does the reporting person own after this transaction?

The filing shows the reporting person beneficially owns 76,320 shares following the reported transaction.

What is the vesting schedule for the RSUs reported for PAHC?

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

Was there any cash paid for the RSUs in this Form 4?

No cash price is reported; the RSUs are shown with a $0 price in the Form 4 filing.

Who signed the Form 4 on behalf of Jack Bendheim?

The Form 4 was signed by Judith Weinstein, as Attorney‑in‑Fact, on 08/19/2025.