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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 18, 2025 (December 16, 2025)
Phibro Animal Health Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware | 001-36410 | 13-1840497 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Glenpointe Centre East, 3rd Floor
300 Frank W. Burr Boulevard, Suite 21
Teaneck, New Jersey 07666-6712
(Address of Principal Executive Offices, including Zip Code)
(201) 329-7300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, $0.0001 par value per share | PAHC | NASDAQ Stock Market |
Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. |
On December 18, 2025, Phibro Animal Health Corporation (“Phibro” or the “Company”) announced that Jack C. Bendheim, the current Chairman of the Board of Directors of the Company (the “Board”), Chief Executive Officer and President, will resign from his position as Chief Executive Officer and President, effective July 1, 2026 (the “Effective Date”). On the Effective Date, Mr. Jack C. Bendheim will assume a new managerial role as Executive Chairman and will continue to support strategic oversight and work closely with the executive leadership team. Mr. Jack C. Bendheim will continue to serve as the Chairman of the Board of Directors of the Company.
On the Effective Date, Daniel (Dani) Bendheim, age 53, the Company’s current Executive Vice President, Corporate Strategy, will assume the role of Chief Executive Officer and President of the Company. Mr. Dani Bendheim brings approximately 28 years of knowledge of the Company’s business into his new role, having first joined the Company in 1997. He was appointed the Company’s Vice President of Business Development in 2001, appointed President, Performance Products in 2004, and then appointed to his current role as Executive Vice President, Corporate Strategy in March 2014. He was elected as member of the Board in November 2013.
Mr. Dani Bendheim is the son of Mr. Jack C. Bendheim, and the brother of Mr. Jonathan Bendheim, a member of the Board, and, together with certain other family members, is a Manager of BFI Co., LLC (“BFI”), an investment vehicle of the Bendheim family, with respect to the economic rights pertaining to shares of Company stock owned by BFI. For a description of Mr. Dani Bendheim’s family relationships with other directors and executive officers and for related party transactions, please see his biography under the heading “Executive Officers” and “Certain Relationships and Related Party Transactions” in Phibro’s Definitive Proxy Statement filed with the SEC on September 19, 2025, which sections are incorporated by reference herein.
Each of Mr. Dani Bendheim and Mr. Jack C. Bendheim will enter into a new or amended employment agreement prior to the Effective Date.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On December 18, 2025, the Company issued a press release announcing Mr. Jack C Bendheim resigning from his role as Chief Executive Officer and President of the Company, and the appointment of Mr. Dani Bendheim as his successor to such roles, effective as of July 1, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and in the press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated December 18, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PHIBRO ANIMAL HEALTH CORPORATION | ||
| Registrant | ||
| Date: December 18, 2025 | ||
| By: | /s/ Judith Weinstein | |
| Name: | Judith Weinstein | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
Exhibit 99.1
For Immediate Release
Phibro Animal Health Corporation Announces Leadership Transition - Jack Bendheim to assume the role of Executive Chairman; Daniel Bendheim named Chief Executive Officer and President
TEANECK, N.J. December 18, 2025 (Business Wire) -- Phibro Animal Health Corporation (Nasdaq: PAHC) (the “Company” or “Phibro”) today announced a leadership transition that will support the Company’s continued growth and long-term strategic direction. At the end of this fiscal year, effective July 1, 2026, Jack Bendheim, current Chairman, Chief Executive Officer and President of Phibro will take on a new managerial role as Executive Chairman and Daniel (Dani) Bendheim will assume the role of Chief Executive Officer and President of Phibro. Jack Bendheim will continue to serve as the Chairman of the Board of Directors of the Company.
Jack Bendheim joined the Company in 1969 serving in various management and executive roles. He has served as the Company’s President since 1988 and was appointed Chief Executive Officer in March 2014. He has guided the Company through significant global expansion, portfolio growth and operational transformation. Under his leadership, Phibro has become one of the leaders in the animal health industry and strengthened its position as a trusted partner in animal health and nutrition, serving livestock producers and customers throughout the world.
“As Phibro continues to evolve and expand, this is the right moment to transition leadership to guide the Company’s next chapter,” said Jack Bendheim. “Dani brings deep knowledge of our business, strong operational discipline and a global perspective that aligns with the future of our industry. I have full confidence in his ability to lead Phibro forward while maintaining the values, relationships and commitment to animal health that have defined our Company for decades.”
The Company’s full executive leadership team will remain in place and the Company’s Board of Directors has expressed its unanimous support for the transition and confidence in the leadership team’s ability to execute on the Company’s growth strategy.
In his new role as Executive Chairman, Jack Bendheim will continue to provide strategic oversight, support Phibro’s long-term growth initiatives and work closely with the executive leadership team.
Dani Bendheim joined Phibro in 1997 and was appointed Vice President of Business Development in 2001, President of Performance Products in 2004 and Executive Vice President, Corporate Strategy in March 2014. Most recently, he has served as Chief Transformation Officer for the Company’s Phibro Forward initiative - an enterprise-wide program focused on driving efficiency, growth and cultural engagement that has played a key role in the Company’s recent growth. Dani Bendheim assumes the role of Chief Executive Officer and President having extensive experience across Phibro’s global operations and a proven track record of leadership within the Company. His appointment reflects Phibro’s disciplined succession planning and its commitment to continuity, innovation and growth.
“I am honored to take on this role and grateful for my father’s decades of leadership and guidance,” said Dani Bendheim. “Phibro is in the best position it has ever been, a customer-focused company with a strong foundation and commitment to innovation. I look forward to continuing to work with our global leadership team and our dedicated and committed employees worldwide, to advance our strategy, support our customers and build on the Company’s momentum.”
About Phibro Animal Health Corporation
Phibro Animal Health Corporation is a leading global diversified animal health and nutrition company. We strive to be a trusted partner with livestock producers, farmers, veterinarians, and consumers who raise or care for farm and companion animals by providing solutions to help them maintain and enhance the health of their animals. For further information, please visit www.pahc.com.
Forward-Looking Statements
DISCLOSURE NOTICES
Forward-Looking Statements: This communication contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical or current fact included in this communication are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These statements are not guarantees of future performance or actions. If one or more of these risks or uncertainties materialize, or if management’s underlying assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Phibro expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can be found in our Quarterly Report on Form 10-Q and Annual Report on Form 10-K, including in the sections thereof captioned “Forward-Looking Statements” and “Risk Factors.” These filings and subsequent filings are available online at www.sec.gov, www.pahc.com, or on request from Phibro.
Internet Posting of Information: We routinely post information that may be important to investors in the “Investors” section of our website at www.pahc.com. We encourage investors and potential investors to consult our website regularly for important information about us.
Contact for Phibro Animal Health Corporation
Phibro Animal Health Corporation
Glenn C. David
Chief Financial Officer
+1-201-329-7300
or
investor.relations@pahc.com