Phibro Animal Health (PAHC) major holder adopts 10b5-1 sale plan

Rhea-AI Filing Summary

BFI Co., LLC and Jack C. Bendheim filed an amended Schedule 13D for Phibro Animal Health, disclosing a new Rule 10b5-1 sales plan. The plan allows Goldman Sachs to sell up to 750,000 shares of Class A Common Stock through March 17, 2027, with the first possible trade date on September 16, 2026.

As of May 22, 2026, BFI beneficially owns 19,552,186 shares of common stock, equal to 48.2% of the Class A Common Stock on an as-converted basis, through 56,152 Class A shares and 19,496,034 Class B shares. If all plan shares are sold, BFI would still hold 56,152 Class A shares and 18,746,034 Class B shares.

Key Figures

Beneficial ownership: 19,552,186 shares Ownership percentage: 48.2% Class A held by BFI: 56,152 shares +5 more

8 metrics

Beneficial ownership 19,552,186 shares Common stock beneficially owned by BFI and Jack C. Bendheim as of May 22, 2026

Ownership percentage 48.2% Percent of Class A Common Stock on an as-converted basis

Class A held by BFI 56,152 shares Class A Common Stock directly owned by BFI as of May 22, 2026

Class B held by BFI 19,496,034 shares Class B Common Stock directly owned by BFI as of May 22, 2026

Shares under 10b5-1 plan 750,000 shares Maximum Class A shares authorized for sale under the Rule 10b5-1 plan

Class A outstanding 21,068,682 shares Class A Common Stock outstanding as of May 1, 2026

Ownership base for calculation 40,564,716 shares Sum of outstanding Class A and BFI’s as-converted Class B used for percentage

Post-plan Class B balance 18,746,034 shares Class B Common Stock BFI would hold if all plan shares are sold

Key Terms

Rule 10b5-1 sales plan, Class B Common Stock, beneficially owned, shared voting power, +2 more

6 terms

Rule 10b5-1 sales plan financial

"BFI entered into a Rule 10b5-1 sales plan (the "Sales Plan") with Goldman, Sachs & Co. LLC"

Class B Common Stock financial

"19,496,034 shares of Class B Common Stock, par value $0.0001 per share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

beneficially owned financial

"Class B Common Stock issuable upon conversion of Class B Common Stock beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 19,552,186.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Shared Dispositive Power 19,552,186.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Schedule 13D financial

"This Amendment No. 25 to (this "Amendment") relates to the Class A Common Stock ... beneficially owned by the Reporting Persons."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:24 PM Learn about SEC filing dates

FAQ

What does BFI Co., LLC disclose in this Phibro (PAHC) Schedule 13D/A?

BFI Co., LLC and Jack C. Bendheim disclose an updated ownership and a new Rule 10b5-1 sales plan for Phibro Animal Health Class A Common Stock, detailing potential future share sales and resulting post-sale holdings if the plan is fully executed.

How many Phibro (PAHC) shares does BFI currently beneficially own?

BFI beneficially owns 19,552,186 shares of Phibro common stock, representing 48.2% of Class A Common Stock on an as-converted basis, consisting of 56,152 Class A shares and 19,496,034 Class B shares as of May 22, 2026.

What are the key terms of BFI’s Rule 10b5-1 sales plan for Phibro (PAHC)?

The Rule 10b5-1 plan authorizes Goldman Sachs to sell up to 750,000 Phibro Class A shares for BFI through March 17, 2027, subject to conditions such as minimum sale prices and daily volume limits, with the first possible trade date on September 16, 2026.

How will BFI’s Phibro (PAHC) holdings change if all 10b5-1 plan shares are sold?

If all 750,000 shares under the plan are sold, BFI would continue to hold 56,152 shares of Class A Common Stock and 18,746,034 shares of Class B Common Stock, which are exchangeable into an equal number of Class A shares on a one-for-one basis.

What voting rights do Phibro (PAHC) Class A and Class B shares give BFI and Jack Bendheim?

Phibro Class B shares provide ten votes per share, while Class A shares provide one vote per share. BFI’s large Class B position therefore carries substantial voting power, and Jack C. Bendheim exercises voting and dispositive power over BFI’s holdings.

How is the 48.2% ownership percentage for BFI in Phibro (PAHC) calculated?

The 48.2% figure uses 40,564,716 shares as the base, combining 21,068,682 Class A shares outstanding as of May 1, 2026 and 19,496,034 Class A shares issuable on conversion of BFI’s Class B shares, with BFI’s total beneficially owned common shares as the numerator.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 25)

Phibro Animal Health Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

71742Q106

(CUSIP Number)

Jack C. Bendheim
Glenpointe Centre East, 3rd Fl., 300 Frank W. Burr Blvd., Ste 21
Teaneck, NJ, 07666-6712
(201) 329-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 71742Q106

1

Name of reporting person

BFI Co., LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,552,186.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,552,186.00

11

Aggregate amount beneficially owned by each reporting person

19,552,186.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

48.2 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

The Reporting Person holds 56,152 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), and 19,496,034 shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") as of May 22, 2026. Class B Common Stock is convertible into Class A Common Stock at any time after issuance on a one-for-one basis, and has no expiration date. Class B Common Stock has economic rights identical to Class A Common Stock and entitles the record holder to ten (10) votes per share of Class B Common Stock on all matters to be voted on by stockholders generally. Class A Common Stock entitles the record holder to one (1) vote per share of Class A Common Stock. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 40,564,716, which is equal to the sum of 21,068,682 shares of Class A Common Stock outstanding as of May 1, 2026, as reported in the Issuer's Form 10-Q for the quarter ended March 31, 2026, filed on May 6, 2026, plus 19,496,034 shares of Class A Common Stock issuable upon conversion of Class B Common Stock beneficially owned by the Reporting Person.

SCHEDULE 13D

CUSIP Number(s): 71742Q106

1

Name of reporting person

Jack C. Bendheim

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,552,186.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,552,186.00

11

Aggregate amount beneficially owned by each reporting person

19,552,186.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

48.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The reported securities represent 19,552,186 shares of Common Stock directly held by BFI Co., LLC ("BFI"). Mr. Bendheim 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 may be deemed to be the beneficial owner of 56,152 shares of Class A Common Stock and 19,496,034 shares of Class B Common Stock as of May 22, 2026. Class B Common Stock has economic rights identical to Class A Common Stock and entitles the record holder to ten (10) votes per share of Class B Common Stock on all matters to be voted on by stockholders generally. Class A Common Stock entitles the record holder to one (1) vote per share of Class A Common Stock. All percentages are calculated using a fraction, the numerator of which is the total number of shares of Common Stock set forth above and the denominator of which is 40,564,716, which is equal to the sum of 21,068,682 shares of Class A Common Stock outstanding as of May 1, 2026, as reported in the Issuer's Form 10-Q for the quarter ended March 31, 2026, filed on May 6, 2026, plus 19,496,034 shares of Class A Common Stock issuable upon conversion of Class B Common Stock beneficially owned by the Reporting Person.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Phibro Animal Health Corporation
(c)	Address of Issuer's Principal Executive Offices: Glenpointe Centre East, 3rd Fl., 300 Frank W. Burr Blvd., Ste 21, Teaneck, NEW JERSEY , 07666-6712.
Item 1 Comment: This Amendment No. 25 to Schedule 13D (this "Amendment") relates to the Class A Common Stock of Phibro Animal Health Corporation, a Delaware corporation (the "Issuer") beneficially owned by the Reporting Persons. This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D (the "Schedule 13D") which was originally filed on April 29, 2014 and amended by that certain Amendment No. 1 to Schedule 13D, filed August 11, 2014, that certain Amendment No. 2 to Schedule 13D, filed March 24, 2015, that certain Amendment No. 3 to Schedule 13D, filed August 4, 2015, that certain Amendment No. 4 to Schedule 13D, filed November 2, 2015, that certain Amendment No. 5 to Schedule 13D, filed March 23, 2016, that certain Amendment No. 6 to Schedule 13D, filed May 30, 2017, that certain Amendment No. 7 to Schedule 13D, filed June 23, 2017, that certain Amendment No. 8 to Schedule 13D, filed July 14, 2017, that certain Amendment No. 9 to Schedule 13D, filed December 26, 2017, that certain Amendment No. 10 to Schedule 13D, filed June 26, 2018, that certain Amendment No. 11 to Schedule 13D, filed September 17, 2018, that certain Amendment No. 12 to Schedule 13D, filed June 26, 2019, that certain Amendment No. 13 to Schedule 13D, filed December 20, 2019, that certain Amendment No. 14 to Schedule 13D, filed June 8, 2020, that certain Amendment No. 15 to Schedule 13D, filed December 15, 2020, that certain Amendment No. 16 to Schedule 13D, filed June 25, 2021, that certain Amendment No. 17 to Schedule 13D, filed May 25, 2022, that certain Amendment No. 18 to Schedule 13D, filed December 16, 2022, that certain Amendment No. 19 to Schedule 13D, filed June 8, 2023, that certain Amendment No. 20 to Schedule 13D, filed February 12, 2024, that certain Amendment No. 21 to Schedule 13D, filed November 15, 2024, that certain Amendment No. 22 to Schedule 13D, filed June 3, 2025, that certain Amendment No. 23 to Schedule 13D, filed December 15, 2025 and that certain Amendment No. 24 to Schedule 13D, filed April 23, 2026. Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby supplemented as follows: On May 20 2026, BFI entered into a Rule 10b5-1 sales plan (the "Sales Plan") with Goldman, Sachs & Co. LLC ("Broker") pursuant to which Broker is authorized and directed to sell on behalf of BFI up to 750,000 shares of Class A Common Stock through March 17, 2027, subject to satisfaction of certain conditions, including among others, minimum sale prices and limits on the number of shares that can be sold on a single trading day. All transactions under the Sales Plan are to be made in accordance with the terms and conditions of the Sales Plan. The Sales Plan was adopted to enable BFI to sell a modest portion of its shares of Class A Common Stock (and Class B Common Stock that BFI converts to Class A Common Stock). By using a Rule 10b5-1 Sales Plan, BFI can diversify its investment portfolio over an extended period of time. The Sales Plan became effective as of May 20, 2026 and shall terminate on the earliest of (a) March 17, 2027, (b) the date on which all transactions under the Sales Plan are completed, (c) the date Broker reasonably determines that: (i) the Sales Plan does not comply with Rule 10b5-1(c) or other applicable laws, (ii) BFI has not complied with the Sales Plan, or (iii) BFI's representations or warranties in the Sales Plan are not true and correct, or BFI can no longer make such representations and warranties, (d) the date Broker receives notice of the death, dissolution, liquidation, bankruptcy or insolvency of BFI or the Issuer, (e) the date Broker receives notice of the closing of a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the shares of the Issuer into shares of another company, (f) the date the stock of the Issuer is no longer listed on a national securities exchange or (g) the date that the Broker receives notice in writing of termination of the Sales Plan from BFI in the form specified in the Sales Plan with the written acknowledgement of the Issuer. The first possible trade date under the Sales Plan is September 16, 2026. Based on BFI's beneficial ownership as of May 22, 2026, if all shares covered by the Sales Plan are sold, BFI will continue to hold 56,152 shares of Class A Common Stock and 18,746,034 shares of Class B Common Stock, which are exchangeable for 18,746,034 shares of Class A Common Stock. Except as described above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D. However, as part of the ongoing evaluation of investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, one or more Reporting Persons may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding such matters as permitted by law.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby supplemented as follows: The ownership percentages set forth below are based on 21,068,682 shares of Class A Common Stock outstanding as of May 1, 2026, as reported in the Issuer's Form 10-Q for the quarter ended March 31, 2026, filed on May 6, 2026, plus 19,496,034 shares of Class A Common Stock issuable upon conversion of Class B Common Stock beneficially owned by the Reporting Persons. BFI directly owns 56,152 shares of Class A Common Stock and 19,496,034 shares of Class B Common Stock as of May 22, 2026, representing 48.2% of the total number of shares of Class A Common Stock outstanding, assuming that all outstanding shares of Class B Common Stock are converted into shares of Class A Common Stock. As the Class A Manager of BFI, Mr. Bendheim may be deemed to beneficially own the 56,152 shares of Class A Common Stock and 19,496,034 shares of Class B Common Stock owned by BFI.
(b)	Item 5(b) of the Schedule 13D is hereby supplemented as follows: Mr. Bendheim has the sole authority to vote all of the Common Stock of the Issuer owned by BFI and, together with certain other family members, is the manager of BFI with respect to the economic rights pertaining to such Common Stock of the Issuer owned by BFI.
(c)	Item 5(c) of the Schedule 13D is hereby supplemented as follows: Since Amendment No. 24 to the Schedule 13D, filed April 23, 2026, the Reporting Persons disposed of shares of Class A Common Stock in the market transactions set forth in Exhibit 4 attached hereto. Except for the foregoing or as otherwise set forth herein, there were no transactions in securities of the Issuer beneficially owned by the Reporting Persons since Amendment No. 24 to the Schedule 13D, filed April 23, 2026.
(d)	Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons' securities.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Joint Filing Agreement, dated as of April 29, 2014, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on April 29, 2014). Exhibit 4 - Transactions by the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BFI Co., LLC

Signature:	/s/ Jack C. Bendheim
Name/Title:	Jack C. Bendheim/Class A Manager
Date:	05/22/2026

Jack C. Bendheim

Signature:	/s/ Jack C. Bendheim
Name/Title:	Jack C. Bendheim
Date:	05/22/2026