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Phibro Animal Health CEO reports Class B to A conversion, sales

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Phibro Animal Health (PAHC) president and CEO Jack Bendheim, a director and 10% owner, reported insider transactions involving the company’s Class A and Class B common stock. On 11/14/2025, 55,000 shares of Class B common stock were converted into 55,000 shares of Class A common stock at an exercise price of $0 under a derivative security.

Following the conversion, indirect holdings sold 5,280 Class A shares on 11/17/2025 at a weighted average price of $44.5557 and 5,260 shares plus 20 shares on 11/18/2025 at weighted average prices of $43.8196 and $44.28, respectively, under a Rule 10b5-1 trading plan adopted by BFI Co., LLC on May 30, 2025. After these transactions, 49,680 Class A shares were held indirectly through BFI and 16,840 Class A shares were held directly, with 19,991,034 Class B derivative securities indirectly owned.

Positive

  • None.

Negative

  • None.
Insider BENDHEIM JACK, BFI Co., LLC
Role President and CEO | 10% Owner
Sold 10,560 shs ($467K)
Approx. gross sale proceeds $467K
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Class A Common Stock 5,260 $43.8196 $230K
Sale Class A Common Stock 20 $44.28 $885.60
Sale Class A Common Stock 5,280 $44.5557 $235K
Conversion Class B Common Stock 55,000 $0.00 $0.00
Conversion Class A Common Stock 55,000 $0.00 $0.00
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 19,991,034 shares (Indirect, See); Class A Common Stock — 49,680 shares (Indirect, See); Class A Common Stock — 16,840 shares (Direct)
Footnotes (6)
  1. F1. 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.
  2. F2. The reported securities are directly held by BFI Co., LLC ("BFI"). Jack Bendheim, a reporting person, director and officer of Phibro Animal Health Corporation (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.
  3. F3. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by BFI on May 30, 2025.
  4. F4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.24 to $44.96. The Reporting Person undertakes to provide to 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 and in footnote 5.
  5. F5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.27 to $44.26.
  6. F6. The reported securities are directly held by Jack Bendheim.

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Form 4 Insider Transactions: What Each Field Means →
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)
11/14/2025
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 11/14/2025 C(1) 55,000 A $0 60,240 I See(2)
Class A Common Stock 11/17/2025 S(3) 5,280 D $44.5557(4) 54,960 I See(2)
Class A Common Stock 11/18/2025 S(3) 5,260 D $43.8196(5) 49,700 I See(2)
Class A Common Stock 11/18/2025 S(3) 20 D $44.28 49,680 I See(2)
Class A Common Stock 16,840 D(6)
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 11/14/2025 C 55,000 (1) (1) Class A Common Stock 55,000 $0 19,991,034 I See(2)
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. 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.
2. The reported securities are directly held by BFI Co., LLC ("BFI"). Jack Bendheim, a reporting person, director and officer of Phibro Animal Health Corporation (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.
3. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by BFI on May 30, 2025.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.24 to $44.96. The Reporting Person undertakes to provide to 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 and in footnote 5.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.27 to $44.26.
6. The reported securities are directly held by Jack Bendheim.
/s/ Judith Weinstein, as Attorney-in-Fact for Jack Bendheim 11/18/2025
/s/ Judith Weinstein, as Attorney-in-Fact for BFI Co., LLC 11/18/2025
** 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.

Source: View Original Filing on SEC EDGAR