PAHC 10-K & 10-Q changes, risk factors and insider trading

You should carefully consider all of the information set forth in this Annual Report on Form 10-K, including the following risk factors, before deciding to invest in our Class A common stock. If any of the following risks occurs, our business, financial condition, results of operationoperations or cash flows could be materially adversely affected. In any such case, the trading price of our Class A common stock could decline, and you could lose all or part of your investment. The risks below are not the only ones the Company faces. Additional risks not currently known to the Company or that the Company presently deems immaterial may also impair its business operations. This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties. The Company’s results could materially differ from those anticipated in these forward-looking statements as a result of certain factors, including the risks it faces described below and elsewhere. See also “Forward-Looking Statements and Risk Factors Summary.”

Our business depends heavily on a healthy and growing livestock industry. Some in the public perceive risks to human health related to the consumption of food derived from animals that utilize certain of our products, including certain of our MFA products. In particular, there is increased focus in the United States, the E.U., China and other countries on the use of antimicrobials in the livestock industry. In the United States, this focus is primarily on the use of medically important antimicrobials,antimicrobials (“MIAs”), as defined by the FDA and which include classes that are prescribed in animal and human health and are listed in the Appendix of the FDA-CVM Guidance for Industry (GFI) 152. As defined by the FDA, medically important antimicrobials (“MIAs”) include classes that are prescribed in animal and human health and are listed in the Appendix of GFI 152. Our products that contain virginiamycin, oxytetracycline, neomycin, streptomycin, tiamulin, chlortetracycline, or sulfamethazine are classified by the FDA as medically important antimicrobialsMIAs and are included in the GFI 152 list. The FDA announced its intention to further review the GFI 152 list and to review labeling directions of products on the GFI 152 list, which may lead to increased restrictions on the use of these products. In addition to the United States, the WHO, the E.U., Australia and Canada have promulgated rating lists for antimicrobials that are used in veterinary medicine and that include certain of our products. The classification of our products as MIAs or similar listings may lead to a decline in the demand for and production of food products derived from animals that utilize our products and, in turn, demand for our products. Rules or regulations adopted by any territory that restrict the use of our products, especially our antibacterial products, which require animals or animal origin products imported into that territory to be produced under the same conditions as are required within the territory could result in a reduction or elimination of the use of our products in countries that export animals or animal origin products to such territories. Livestock producers may experience decreased demand for their products or reputational harm as a result of evolving consumer views of nutrition and health-related concerns, animal rights and other concerns. Any reputational harm to the livestock industry may also extend to companies in related industries, including us. In addition, campaigns by interest groups, activists and others with respect to perceived risks associated with the use of our products in animals, including position statements by livestock producers and their customers based on non-use of certain medicated products in livestock production, whether or not scientifically supported, could affect public perceptions and reduce the use of our products. Those adverse consumer views related to the use of one or more of our products in animals could have a material adverse effect on our financial condition and results of operations.

Restrictions on the use of antibacterials in food-producing animals may become more prevalent, including limitation of use related to implementation and compliance with FDA Guidance 273 and similar initiativesinitiatives, in other larger production markets globally.

Effective January 1, 2017, we voluntarily removed non-therapeutic claims from several of our antibacterial products sold in the United States, in order to align with the FDA’s GFI 209 and GFI 213. The FDA objective, as described in GFI 209 and GFI 213, was to eliminate the production (non-therapeutic) uses of medically important antimicrobialsMIAs administered in feed or water to food producing animals while providing for the continued use of medically important antimicrobialsMIAs in food-producing animals for treatment, control and prevention of disease (“therapeutic” use) under the supervision of a veterinarian. The FDA indicated that it took this action to help preserve the efficacy of medically important antimicrobialsMIAs to treat infections in humans.

In September 2023, CVM published a draft guidance, GFI # 273 titled “Defining Durations of Use for Approved Medically Important Antimicrobial Drugs Fed to Food-Producing AnimalsAnimals.”. This guidance was finalized and published in February 2026. The FDA’s stated objective in issuing this guidance was to provide specific recommendations to animal drug sponsors on how to revise the product use conditions (e.g., dosage regimen, instructions for use) of affected products to better target when and for how long a drug may be used to effectively treat, control, or prevent the disease(s) for which the product is indicated. Such revisions are intended to provide for the continued effective use of these products while minimizing the extent of antimicrobial drug exposure, thereby supporting efforts to mitigate the development of antimicrobial resistance. The framework in this guidance outlines the voluntary changes on the part of companies such as Phibro to have all medically important antimicrobial animal drugs administered in the feed or drinking water have defined durations of use. Implementation of this guidance may result in shorter durations of use for Phibro products compared to how the products are used today.

ThePandemics like COVID-19 pandemic and similar outbreaks could lead to decreased demand for protein, which may lead to end users of our products reducing their herd or flock sizes. In addition, demand for protein could be reduced because consumers may associate human health fears related to COVID-19 or othersuch outbreaks with animal diseases, food, food production or food animals, whether or not it is scientifically valid. Reductions in demand for animal protein resulting from these factors could in turn affect the demand for our products in a manner that has a significant adverse effect on our financial condition and results of operations.

We make a majority of our sales to integrated poultry, swine and beef and dairy cattle and swine operations and to a number of regional and national feed companies, distributors, co-ops and blenders. Food animal producers, particularly, swine and poultry producers, and our distributors have seen recent consolidation in their industries. Significant consolidation of our customers and distributors may result in these groups gaining additional purchasing leverage and consequently increasing the product pricing pressures facing our business. Additionally, the emergence of large buying groups potentially could enable such groups to attempt to extract price discounts on our products. Moreover, if, as a result of increased leverage, customers require us to reduce our pricing such that our gross margins are diminished, we could decide not to sell our products to a particular customer, which could result in a decrease in our revenues. Consolidation among our customer base may also lead to reduced demand for our products and replacement of our products by the combined entity with those of our competitors. The result of these developments could have a material adverse effect on our business, financial condition and results of operations.

Livestock producers may experience increased feed, fuel, transportation and other key costs or may experience decreased animal protein prices or sales, inflationary pressures as a result of interest rate increases or otherwise and including as a result of the uncertainties and potential economic downturn relating to a resurgence of the COVID-19 pandemicpandemics or similar public health crises, or relating to armed conflicts, including the armed conflicts between Israel and Hamas (and potential broader military conflict in the region)Middle East and between Russia and Ukraine. International sanctions, trade disputes and tariffs could reduce demand for our customers’ products. These trends could cause deterioration in the financial condition of our livestock producer customers, potentially inhibiting their ability to purchase our products or pay us for products delivered. Our livestock producer customers may offset rising costs by reducing spending on our products, including by switching to lower-cost alternatives to our products.

While the selling prices of our products tend to increase or decrease over time with the cost of raw materials, such changes may not occur simultaneously or to the same degree. The costs of certain of our significant raw materials are subject to considerable volatility, and we generally do not engage in activities to hedge the costs of our raw materials and our third-party contract manufacturers may demand price increases related to increases in the costs of raw materials. In addition, we may be subject to new or increased tariffs on imported raw materials with limited ability to pass those increased costs through to our customers. Although no single raw material accounted for more than 5% of our cost of goods sold for the year ended June 30, 2025,2026, volatility in raw material costs can result in significant fluctuations in our cost of goods sold of the affected products. The costs of raw materials used by our Mineral Nutrition business are particularly subject to fluctuations in global commodities markets and cost changes in the underlying commodities markets typically lead directly to a corresponding change in our revenues. Although we attempt to adjust the prices of our products to reflect significant changes in raw material costs, we may not be able to pass any increases in raw material costs through to our customers in the form of price increases. Significant increases in the costs of raw materials, if not offset by product price increases, could have a material adverse effect on our financial condition and results of operations. The supply of certain of our raw materials is dependent on third party suppliers. There is no guarantee that supply shortages or disruptions of such raw materials will not occur and the likelihood of such supply shortages and disruptions has been, and may continue to be, increased due to global supply chain disruptions, including those caused by health crisescrises, and the ongoing conflicts betweenin Israelthe andMiddle HamasEast and between Russia and Ukraine. In addition, if any one of these third parties discontinues its supply to us, or an adverse event occurs at one of their facilities, the interruption in the supply of these materials could decrease sales of our affected products. In the event that we cannot procure necessary major raw materials from other suppliers, the occurrence of any of these may have an adverse impact on our business.

On July 4, 2025, the U.S. Congress enacted “An Act to Provide for Reconciliation Pursuant to Title II of H. Con.Res. 14,” (the “OBBBA”), also known as the “One Big Beautiful Bill Act” which includes significant amendments to the Internal Revenue Code. We are currently evaluating the potentialThe impact of this legislation was immaterial on our consolidated financial statements.

In addition, international transactions may involve increased financial and legal risks due to differing legal systems and customs, as well as restrictions and sanctions that may be imposed on one or more persons and/or jurisdictions in which we operate, including those arising from armed conflicts between Israel and Hamas (and potential broader military conflict in the region)Middle East and between Russia and Ukraine. Compliance with these requirements may prohibit the import or export of certain products and technologies or may require us to obtain a license before importing or exporting certain products or technology. A failure to comply with any of these laws, regulations or requirements could result in civil or criminal legal proceedings, monetary or non-monetary penalties, or both, disruptions to our business, limitations on our ability to import and export products and services, and damage to our reputation. In addition, variations in the pricing of our products in different jurisdictions may result in the unauthorized importation of our products between jurisdictions. While the impact of these factors is difficult to predict, any of them could materially adversely affect our financial condition and results of operations. Changes in any of these laws, regulations or requirements, or the political environment in a particular country, may affect our ability to engage in business transactions in certain markets, including investment, procurement and repatriation of earnings.

A substantial portion of this production is exported from Israel to major world markets. Accordingly, our Israeli operations are dependent on foreign markets and the ability to reach those markets. Hostilities between Israel and its neighbors, including the ongoing conflict between Israel and Hamas (and potential broader military conflict in the region),Middle East may hinder Israel’s international trade. This, in turn, could have a material adverse effect on our business, financial condition and results of operations. See “Part II.II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors affecting our performance –— Armed conflictsConflicts –— IsraelMiddle andEast Hamas.Conflicts.”

Certain countries, companies and organizations continue to participate in a boycott of Israeli firms and other companies doing business in Israel or with Israeli companies. We do not believe that the boycott has had a material adverse effect on us, but we cannot provide assurance that restrictive laws, policies or practices directed toward Israel or Israeli businesses will not have an adverse impact on our operations or expansion of our business. Our business, financial condition and results of operations in Israel may be adversely affected by factors outside of our control, such as currency fluctuations, energy shortages and other political, social and economic developments in or affecting Israel, including as a result of the armed conflicts between Israel and Hamas (and potential broader military conflict in the region).Middle East.

Our business, financial condition and results of operations in Brazil may be adversely affected by factors outside of our control, such as currency fluctuations, energy shortages, public health crises and other political, social and economic developments in or affecting Brazil. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Developments.”

Our operations and future success are dependent on the continued efforts of our senior executive officers and other key personnel.personnel, including our Executive Chairman of our Board of Directors. Although we have entered into employment agreements with certain executives, we may not be able to retain all of our senior executive officers and key employees. These senior executive officers and other key employees may be hired by our competitors, some of which have considerably more financial resources than we do. The loss of the services of any of our senior executive officers or other key personnel, or the inability to hire and retain qualified employees, could have a material adverse effect on our business, financial condition and results of operations.

InOn AprilOctober 31, 2024, we entered into the Purchase Agreement with Zoetis to acquireacquired Zoetis’s MFA product portfolio, certain water-soluble products and related assets (the “Acquisition”). On October 31, 2024, we completed the Acquisition at a purchase price of approximately $297.5 million ($286.5 million, as adjusted, net of cash acquired).

The success of the Acquisition will depend, in significant part, on our ability to successfully integrate the acquired business, establish and maintain good relationships with new and existing customers, suppliers, and other business partners, grow the revenue of the consolidated company and realize the anticipated strategic benefits and synergies. The combination of businesses is a complex, costly and time-consuming process. As a result, we have devoted, and will continue to devote, significant management attention and resources to fully integrate the business practices and operations.operations of the acquired business. The ongoing integration process may disrupt theour businessesoperations and, if implemented ineffectively, would impair the realization of the full expected benefits. The growth and the anticipated benefits of the Acquisition may not be realized fully or at all, or may take longer to realize than we expect. Actual operating, strategic and revenue opportunities, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated. If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Acquisition within a reasonable time, our business, financial condition and operating results may be adversely affected.

Economic, business, political and financial disruptions from armed conflicts between Israel and Hamas (and potential broader military conflict in the region)Middle East and between Russia and Ukraine and the imposition of sanctions and business disruptions as well as inflation, could also have a material adverse effect on our operating results, financial condition, and liquidity. Certain of our customers and suppliers could be affected directly by an economic downturn and could face credit issues or cash flow problems that could give rise to payment delays, increased credit risk, bankruptcies and other financial hardships that could decrease the demand for our products or hinder our ability to collect amounts due from customers. Customers may seek lower price alternatives to our products if they are negatively impacted by poor economic conditions. Furthermore, our exposure to credit and collectability risk and cybersecurity risk is higher in certain international markets and as a result of the crisis resulting from armed conflicts between Israel and Hamas (and potential broader military conflict in the region)Middle East and between Russia and Ukraine, our ability to mitigate such risks may be limited. While we have procedures to monitor and limit exposure to credit and collectability risk and we have defensive measures in place to prevent and mitigate cyberattacks, there can be no assurance that such procedures and measures will effectively limit such risks and avoid losses.

Tariffs, trade protection measures or other modifications of foreign trade policy may harm our food animal product customers.customers and adversely affect our product sales and business.

In addition to selling our products directly to customers, we also sell to distributors who, in turn, sell our products to third parties. Inventory levels at our distributors may increase or decrease as a result of various factors, including end customer demand, new customer contracts, the influence of competition, political and socio-economic climate, contractual obligations related to minimum inventory levels, changing perceptions, including those of alternative products, our ability to renew distribution contracts with expected terms, our ability to implement commercial strategies, regulatory restrictions, armed conflicts, unexpected customer behavior, proactive measures taken by us in response to shifting market dynamics and procedures and environmental factors beyond our control, including weather conditions or an outbreak of infectious disease such as COVID-19 or diseases carried by farm animalsanimals, such as African Swine fever.fever, or other public health crises. These increases and decreases can lead to variations in our quarterly and annual revenues.

We have substantial debt and interest payment requirements that may restrict our future operations and impair our ability to meet our obligations under our indebtedness. Restrictions imposed by our outstanding indebtedness, including the restrictions contained in our Amended 2024 Credit Facilities,Agreement, may limit our ability to operate our business and to finance our future operations or capital needs or to engage in other business activities.

As of June 30, 2025,2026, we had outstanding indebtedness (reflecting the principal amounts) of $344.6$621.9 million underin Termterm A-1loans, Loans (as defined below), $293.5 million under Term A-2 Loans (as defined below), $87.0$116.0 million of outstanding borrowings under our revolving credit facility, and $2.5$2.1 million of outstanding letters of credit. Subject to restrictions in our Amended 2024 Credit FacilitiesAgreement (as defined below), we may incur significant additional indebtedness. If we and our subsidiaries incur significant additional indebtedness, the related risks that we face could intensify.

The terms of the Amended 2024 Credit FacilitiesAgreement contain certain covenants that limit our ability and that of our subsidiaries to create liens, merge or consolidate, dispose of assets, incur indebtedness and guarantees, repurchase or redeem capital stock and indebtedness, make certain investments or acquisitions, enter into certain transactions with affiliates or change the nature of our business. As a result of these covenants and restrictions, we will be limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We may not be able to maintain compliance with the covenants in any of our debt instruments in the future and, if we fail to do so, we may not be able to obtain waivers from the lenders and/or amend the covenants.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control, including the impact of any public health crises, such as the COVID-19 pandemic, armed conflicts between Israel and Hamas (and potential broader military conflict in the region)Middle East and between Russia and Ukraine, and the related economic downturn in the debt markets. In connection with the Acquisition and corresponding refinancing of our previous indebtedness through the 2024 Credit Facilities,Agreement, our debt interest payments have increased substantially. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness.

Mr. Bendheim and his family and affiliates may choose to dispose of part or all of their stakes in us and/or may cease to exercise the current level of control they have over the appointment and removal of members of our Board. Any such changes may trigger a “change of control” event that could result in us being forced to repay our outstanding borrowings under the Amended 2024 Credit FacilitiesAgreement or lead to the termination of a significant contract to which we are a party. If any such event occurs, this may negatively affect our financial condition and operating results. In addition, we may not have sufficient funds to finance repayment of any of such indebtedness upon any such “change in control.”

We may be subjectexposed to information technology system failures, network disruptions and breaches in data security.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. The COVID-19 pandemic and armed conflicts between Israel and Hamas (and potential broader military conflict in the region)Middle East and between Russia and Ukraine have contributed to significant volatility in stock and financial markets in the United States and globally. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs, and our resources and the attention of management could be diverted from our business.

We have a paid a quarterly dividend since September 2014 on our Class A and Class B common stockstock, andand, on July 28, 2026, our Board of Directors has declared a cash dividend of $0.12 per share on our Class A common stock and Class B common stock that is payable September 24,23, 20252026 to stockholders of record at the close of business on September 3,2, 2025.2026. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions and our ability to obtain funds from our subsidiaries to meet our obligations. Our Amended 2024 Credit FacilitiesAgreement permitpermits us to pay distributions to stockholders out of available cash subject to certain annual limitations and so long as no default or event of default under the Amended 2024 Credit FacilitiesAgreement shall have occurred and be continuing at the time such distribution is declared. Realization of a gain on your investment will depend on the appreciation of the price of our Class A common stock.

Phibro Animal Health Corporation is a leading global diversified animal health and mineral nutrition company. We develop, manufacture and market a broad range of products for food and companion animals including poultry, swine, beef and dairy cattle, swine, aquaculture and dogs. Our products help prevent, control and treat diseases, and support nutrition to help improve animal health and well-being. In addition to animal health and mineral nutrition products, we manufacture and market specific ingredients for use in the personal care, industrial chemical and chemical catalyst industries. We market approximately 800790 product lines in approximately 90 countries to approximately 4,5004,800 customers.

In April 2024, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Zoetis Inc., a Delaware corporation (“Zoetis”) to acquire Zoetis’s medicated feed additive (“MFA”) portfolio, certain water-soluble products and related assets (the “Acquisition”). On October 31, 2024, the Company completed the Acquisition at a purchase price of approximately $297.5 million ($286.5 million, as adjusted, net of cash acquired), subject to certain further adjustments set forth in the Purchase Agreement. The Acquisition was funded by term loan borrowings under the 2024 Credit Agreement. The product portfolio acquired, which generated $407.6 million in revenue in 2023, is comprised of more than 37 product lines that are sold in approximately 80 countries. For the yearyears ended June 30, 2026 and 2025, this product portfolio contributed $358.2 million and $208.2 million to our overall net sales.sales, respectively. Also included in the Acquisition are six manufacturing sites, comprised of four in the U.S., one in Italy and one in China. The results of operations of the Acquisition are included in our consolidated statements of operations from the date of acquisition and reported within the Animal Health segment.

We have three manufacturing sites in Israel. A manufacturing plant in Neot Hovav that produces active pharmaceutical ingredients for certain of our anticoccidial and antimicrobial products, a facility in Beit Shemesh that produces vaccines and a plant in Petah Tikvah that manufactures premix products and nutritional products. In addition, we have an office location near Tel Aviv in Airport City. As of June 30, 2025,2026, we had approximately 500525 employees located in Israel. While we initially had some disruption to our operations at the onset of the Israel-Hamas conflict, at the current time, weWe have confidence in our ability to meet our supply commitment to customers and maintain sufficient inventory to continue regional support. Iran has threatened to continue to attack Israel. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthi movement in Yemen and various rebel militia groups in Syria and Iraq. While the situation surrounding the ongoing conflict remains fluid, ourOur operations in Israel have navigated numerous challenging situations over the years.

The resumption, prolonged continuation and/or escalation of thisconflicts conflictin the region may trigger additional bans, economic and other sanctions, as well as broader military conflict,actions, which could include neighboring nations and their respective allies. The potential impact of the current conflict,conflicts, or escalation thereof, on our business is unclear but may include, without limitation, the possible disruption of our operations, particularly at our facilities in Israel, supply chain and logistics disruptions, personnel and raw material shortages, and other consequences, including as a result of the actions of, or disruption of the operations of, certain regulatory and governmental authorities and of certain of our suppliers, collaborative partners, licensees, manufacturing sites, distributors and customers. Our Israeli manufacturing facilities and local operations account for 16% of our consolidated assets as of June 30, 2025, and 17% of our consolidated net sales for the twelve months ended June 30, 2025.

Since the conflict began, the United States and other North Atlantic Treaty Organization (“NATO”) member states, as well as non-member states, announced targeted economic sanctions on Russia, including certain Russian citizens and enterprises. The continuation or escalation of the conflict may trigger additional economic and other sanctions, as well as broader military conflict. The potential impacts of any resulting bans, sanctions, boycotts or broader military conflicts on our business are uncertain. The potential impacts could include supply chain and logistics disruptions, macroeconomic impacts resulting from the exclusion of Russian financial institutions from the global banking system, volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy as well as heightened cybersecurity threats. Our sales to Russia and Ukraine for the twelve months ended June 30, 20252026 represented approximatelyless than 1% of consolidated net sales.

We conduct operations in many areas of the world, involving transactions denominated in a variety of currencies. For the year ended June 30, 2025,2026, we generated approximately 43%42% of our net sales from operations outside the United States. Although a portion of our revenues are denominated in various currencies, the selling prices of the majority of our sales outside the United States are referenced in U.S. dollars, and as a result, our revenues have not been significantly affected by currency movements. We are subject to currency risk to the extent that our costs are denominated in currencies other than those in which we earn revenues. We manufacture some of our major products in Brazil and Israel and production costs are largely denominated in local currencies, while the selling prices of the products are largely set in U.S. dollars. As such, we are exposed to changes in cost of goods sold resulting from currency movements and may not be able to adjust our selling prices to offset such movements. In addition, we incur selling and administrative expenses in various currencies and are exposed to changes in such expenses resulting from currency movements. For the year ended June 30, 2025,2026, our expenses were not significantly affected by currency movements. Because we have transactions denominated in various currencies, changes in currency exchange rates have had, and will continue to have, an impact on our results of operations.

Our effective income tax rate has varied from period to period and from the federal statutory rate, due to the mix of taxable profits in various jurisdictions; changes in tax rates from period to period, including changes in income tax legislation in the United States and various international jurisdictions; and the effects of changes in uncertain tax positions and valuation allowances. Our future effective income tax rate will vary due to the relative amounts of taxable income in various jurisdictions, future changes in tax rates and legislation and other factors. We intend to reinvest indefinitely all undistributed earnings of our foreign subsidiaries where we could be subject to applicable non-U.S. withholding and related taxes if amounts are repatriated to the U.S. We expect to repatriate approximately $5.0 million of international earnings, which will be subject to applicable non-U.S. withholding and related taxes, net of reductions in U.S. income taxes. We intend to continue to reinvest indefinitely all other undistributed earnings of our foreign subsidiaries where we could be subject to applicable non-U.S. withholding and related taxes if amounts are repatriated to the U.S. See “Notes to Consolidated Financial Statements — Income Taxes” for additional information.

In April 2024, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Zoetis Inc., a Delaware corporation (“Zoetis”) to acquire Zoetis’s medicated feed additive (“MFA”) portfolio, certain water-soluble products and related assets (the “Acquisition”). On October 31, 2024, the Company completed the Acquisition at a purchase price of approximately $297.5 million ($286.5 million, as adjusted, net of cash acquired). The Acquisition was funded by term loan borrowings under the 2024 Credit Agreement. Since the Acquisition, the product portfolio acquired has contributed $382.8$478.7 million to our overall net sales, of which $94.1$95.9 million and $36.7$77.0 million were recorded in the three months ended DecemberMarch 31, 20252026 and 2024,2025, and $174.6$270.5 million and $36.7$113.7 million were recorded in the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. Also included in the Acquisition arewere six manufacturing sites, comprised of four in the U.S., one in Italy and one in China. The results of operations of the Acquisition are included in our consolidated statements of operations from the date of acquisition and reported within the Animal Health segment.

Since the October 2023 attack on Israel by Hamas,2023, Israel has been engaged in ongoing hostilities along its northern and southern borders, and tensions in the broader Middle East, including with Iran, remain elevated. The situation in the region is volatile, unpredictable, and subject to rapid escalation.

We have three manufacturing sites in Israel. A manufacturing plant in Neot Hovav that produces active pharmaceutical ingredients for certain of our anticoccidial and antimicrobial products, a facility in Beit Shemesh that produces vaccines and a plant in Petah Tikvah that manufactures premix products and nutritional products. In addition, we have an office location near Tel Aviv in Airport City. As of DecemberMarch 31, 2025,2026, we had approximately 500520 employees located in Israel. We have confidence in our ability to meet our supply commitment to customers and maintain sufficient inventory to continue regional support. Our operations in Israel have navigated numerous challenging situations over the years.

The resumptioncontinuation and/or escalation of conflicts in thisthe region may trigger additional bans, economic and other sanctions, as well as broader military conflict,actions, which could include neighboring nations and their respective allies. The potential impact of the current conflict,conflicts, or escalation thereof, on our business is unclear but may include, without limitation, the possible disruption of our operations, particularly at our facilities in Israel, supply chain and logistics disruptions, personnel and raw material shortages, and other consequences, including as a result of the actions of, or disruption of the operations of, certain regulatory and governmental authorities and of certain of our suppliers, collaborative partners, licensees, manufacturing sites, distributors and customers.

Our Israeli manufacturing facilities and local operations account for 16%17% of our consolidated assets as of DecemberMarch 31, 2025,2026, and 16% of our consolidated net sales for the sixnine months ended DecemberMarch 31, 2025.2026.

Since the conflict began, the United States and other North Atlantic Treaty Organization (“NATO”) member states, as well as non-member states, announced targeted economic sanctions on Russia, including certain Russian citizens and enterprises. The continuation or escalation of the conflict may trigger additional economic and other sanctions, as well as broader military conflict. The potential impacts of any resulting bans, sanctions, boycotts or broader military conflicts on our business are uncertain. The potential impacts could include supply chain and logistics disruptions, macroeconomic impacts resulting from the exclusion of Russian financial institutions from the global banking system, volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy as well as heightened cybersecurity threats. Our sales to Russia and Ukraine for the twelve months ended DecemberMarch 31, 20252026 represented approximately 1% of consolidated net sales.

In March 2022, the FDA held a Part 15 virtual public hearing seeking data and information related to the safety of carbadox in which Phibro participated and again detailed the research and data that confirm the safety of carbadox. In November 2023, the FDA issued a final order to revoke the approved method for detecting carbadox residues. The FDA also provided notice in the Federal Register proposing to withdraw approval of all NADAs providing for use of carbadox in medicated swine feed and announcing an opportunity for Phibro to request a hearing on this proposal. This second action is based on CVM’s determination that there is no approved regulatory method to detect carbadox residues in the edible tissues of the treated swine. Phibro is continuing to defend swine producers’ ability to use Mecadox. We have requested a full evidentiary hearing on the merits before an administrative law judge. In January 2024, Phibro filed a lawsuit in the D.C. Federal District Court asking the court to invalidate the order which revoked the regulatory method for carbadox. Should we be unable to successfully defend the safety of the product, the loss of carbadox sales will have an adverse effect on our financial condition and results of operations. Sales of Mecadox (carbadox) for the twelve months ended DecemberMarch 31, 20252026 were approximately $22 million. As of the date of the filing of this Quarterly Report on Form 10-Q, Mecadox continues to be available for use by swine producers.

In 2018, the Ministry of Agriculture in Brazil (“MAPA”), published an ordinance to ban the use of antimicrobials used at sub-therapeutic levels for growth promotion and feed efficiency in animal feed. The ordinance was in response to international pressure and scientific concerns about the potential risks of antimicrobial resistance. The Company’s virginiamycin product is currently registered and used atfor sub-therapeuticgrowth levelspromotion in cattle, broilers, layers and swine in Brazil. The Company and key stakeholders (trade associations) requested that MAPA allow sponsors time to shift from growth promotion claims to therapeutic claims. In 2022 and more recently in 2025, additional MAPA public consultations were held to discuss the prohibition on the use of antimicrobials as growth promoters. These discussions affect the Company’s virginiamycin product in Brazil, which is the only remaining key livestock production market where virginiamycin does not yet have therapeutic indications.indications.. On April 27, 2026, MAPA published its Ordinance prohibiting the importation, manufacture, marketing and use of performance enhancing feed additives containing antimicrobials classified as important in human or veterinary medicine, including virginiamycin and bacitracin. There will be a transition period of 180 days from the date of the ordinance, during which time companies and customers may continue to use and sell the products under their current labels. The Company has been actively conducting studies to address MAPA’s requirements to obtain therapeutic indications for virginiamycinvirginiamycin. These registrations are in Brazilthe final stages of review and hasapproval submitted dossiers toby MAPA forand approval.are expected during the transition period. Phibro’s bacitracin product already carries therapeutic claims in Brazil.

Comparison of three months ended DecemberMarch 31, 20252026 and 20242025

Net sales of $373.9$383.5 million for the three months ended DecemberMarch 31, 20252026 increased $64.6$35.7 million, or 21%,10%, as compared to the three months ended DecemberMarch 31, 2024.2025. Animal Health increased $60.6$32.8 million, Mineral Nutrition increased $5.7$6.6 million, and Performance Products decreased $1.6$3.8 million.

Net sales of $290.0$291.2 million for the three months ended DecemberMarch 31, 20252026 increased $60.6$32.8 million, or 26%.13%. Net sales of MFAs and other increased $51.8$24.1 million, or 34%,13%, due to incrementalan revenues of $57.5$18.9 million fromincrease in the sales of products from the MFA portfolio acquired on October 31, 2024, partiallyincreased offsetdemand for certain of our legacy MFAs in North America and for certain anti-microbials sold by theour timingethanol ofperformance purchases by a large customer.business.

Net sales of nutritional specialty products increased $4.3$3.5 million, or 9%,8%, primarily due to increased demand in North AmericanAmerica demandand forhigher dairy.companion animal sales.

Net sales of vaccines increased $4.5$5.2 million, or 13%,16%, primarily due to continued growth of poultry products in Latin America and an increase in international demand,sales particularlydriven by higher demand in SoutheastIsrael, Asia.as well as an increase in domestic swine demand and higher sales of autogenous vaccines.

Net sales of $68.9$73.4 million for the three months ended DecemberMarch 31, 20252026 increased $5.7$6.6 million, or 9%,10%, due to an increase in demand for trace mineralszinc and zinc.trace minerals.

Net sales of $15.0$18.9 million for the three months ended DecemberMarch 31, 20252026 decreased $1.6$3.8 million, or 10%,17%, as a result of lower demand for the ingredients used in personal care products.

Gross profit of $132.7$125.7 million for the three months ended DecemberMarch 31, 20252026 increased $30.8$21.1 million, or 30%,20%, as compared to the three months ended DecemberMarch 31, 2024.2025. Gross margin increased 260270 basis points to 35.5%32.8% of net sales for the three months ended DecemberMarch 31, 2025,2026, as compared to 32.9%30.1% for the three months ended DecemberMarch 31, 2024.2025. The comparison of gross profit to the prior year includes a$3.8 net decreasemillion of $0.8prior period inventory write-offs attributable to the closure of an immaterial business, $1.7 million for prior period acquisition-related cost of goods sold related to the purchase accounting for the Acquisition.Acquisition, and a net increase in acquisition-related depreciation expense associated with the step-up of fair value of the acquired fixed assets and intangible asset amortization of $1.1 million. Excluding thisthese purchase accounting item,items, gross profit increased $30.0$16.7 million, or 29%,15%, and gross margin increased 220130 basis points to 35.7%33.5% of net sales due to increased sales,sales volume, favorable product mix, and increases in average selling prices, partially offset by higher input and distribution costs and the unfavorable impact of changes in foreign currency exchange rates.costs.

Animal Health gross profit, excluding the purchasenon-recurring accounting itemitems discussed above, increased $29.8$18.3 million, primarily driven by increased sales,sales volume, favorable product mix, and increases in average selling prices, partially offset by higher input and distribution costs and the unfavorable impact of changes in foreign currency exchange rates.costs. Mineral Nutrition gross profit increaseddecreased $0.8$0.6 million, drivenas bythe increasedimpact of higher unit costs exceeded the increase in sales volume. Performance Products gross profit decreased $0.6$1.0 million, primarily as a result of lower demand.

SG&A of $82.3$81.0 million for the three months ended DecemberMarch 31, 20252026 increased $6.0$10.0 million, or 8%,14%, as compared to the three months ended DecemberMarch 31, 2024.2025. SG&A for the three months ended DecemberMarch 31, 20252026 included $3.6$3.4 million of costs associated with Phibro Forward income growth initiatives, $0.2$0.6 million for intangible asset amortization, $0.1 million for acquisition-related costs, and $0.2 million of stock-based compensation expense related to awards granted to certain named executive officers in fiscal year 2024. SG&A for the three months ended DecemberMarch 31, 20242025 included $8.8 million of acquisition-related costs, $1.7$4.0 million of costs associated with Phibro Forward income growth initiatives, $0.6 million for acquisition-related costs, $0.6 million for intangible asset amortization, and $0.2 million of stock-based compensation expense, partially offset by $1.3$1.5 million related to an insurance settlement gain. Excluding these items, SG&A increased $11.4$9.5 million, or 17%.14%.

Animal Health SG&A, excluding the non-recurring Animal Health related items discussed above, increased $7.1$9.0 million, primarily due to an increase in employee-related costs due in part to the incremental headcount added as part of the Acquisition.costs. Mineral Nutrition SG&A increased $0.2 million, and Performance Products SG&A increasedwas $0.4comparable million.to the prior year. Corporate costs, excluding the non-recurring Corporate related items discussed above, increased $3.7$0.4 million due to an increase in employee-related costs.

Interest expense, net of $11.8$10.4 million for the three months ended DecemberMarch 31, 20252026 increased $2.8$1.1 million, as compared to the three months ended DecemberMarch 31, 2024,2025, due to higher average debt levels associated with the financing of the Acquisition, as well as the expiration of a favorable interest rate swap agreement on $300.0 million of notional debt principal.principal, partially offset by lower interest rates and higher patronage income received from the lenders providing the Term A-2 Loan (see “Notes to Consolidated Financial Statements—Debt”).

Foreign currency losses, net for the three months ended DecemberMarch 31, 20252026 were $2.1$1.9 million, as compared to $11.7$5.5 million of net lossesgains for the three months ended DecemberMarch 31, 2024.2025. Current period gains/losses were driven by fluctuations in certain currencies related to the U.S. dollar, most prominently, in the Argentine PesoEuro and the IsraeliBrazil New Shekel.Real. Prior year period lossesgains were driven in large part by fluctuations in certain currencies related to the U.S. dollar, most prominently, in the Brazil Real.Real and in the Euro.

The provision for income taxes was $9.0$8.3 million and $1.7$8.8 million for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. The effective income tax rate was 24.6%25.7% and 34.2%29.7% for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

The effective income tax rate in the current period included among other items (i) a $0.2 million expense from changes in uncertain tax positions related to prior years and (ii) certain other charges, including acquisition-related costs, foreign currency losses, and certain stock-based compensation, which had lower tax rates. The effective income tax rate in the prior year included (i) various exchange rate losses,gains, (ii) changes in uncertain tax positions related to prior years,years and (iii) certain othernon-deductible charges,write-offs includingin acquisition-relatedconnection costs.with the closure of an immaterial business included as part of the Phibro Forward initiatives. Excluding these items, the effective income tax rate was 23.7%24.6% and 26.3%25.8% for the three months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Net income of $27.5$24.0 million for the three months ended DecemberMarch 31, 20252026 increased $24.3$3.1 million, as compared to net income of $3.2$20.9 million for the three months ended DecemberMarch 31, 2024.2025. Operating income increased $24.8$11.1 million, driven by favorable gross profit, partially offset by higher SG&A. Gross profit increased $30.8$21.1 million primarily as a result of higher sales in the Animal Health segment, primarily driven in part by incremental revenues associated with sales from the MFA portfolio acquired on October 31, 2024. SG&A increased $6.0$10.0 million due to higher employee-related costs and a net increase of $1.9 million of costs associated with Phibro Forward income growth initiatives.costs. Interest expense, net increased $2.8$1.1 million due to higher debt levels, due in part to the financing of the Acquisition and the expiration of an interest rate swap agreement. Foreign currency losses,losses netwere decreased$1.9 $9.6million million.for the three months ended March 31, 2026, as compared to gains of $5.5 million for the three months ended March 31, 2025. Income tax expense increaseddecreased $7.3$0.5 million.

Comparison of sixnine months ended DecemberMarch 31, 20252026 and 20242025

Net sales of $737.8$1,121.3 million for the sixnine months ended DecemberMarch 31, 20252026 increased $168.1$203.8 million, or 30%,22%, as compared to the sixnine months ended DecemberMarch 31, 2024.2025. Animal Health sales increased $161.5$194.3 million. Mineral Nutrition sales increased $9.6$16.3 million and Performance Products sales decreased $3.0$6.8 million.

Net sales of $573.4$864.7 million for the sixnine months ended DecemberMarch 31, 20252026 increased $161.5$194.3 million, or 39%.29%. Net sales of MFAs and other increased $139.1$163.3 million, or 54%,37%, due to incremental revenues of $137.9$156.8 million from sales of products from the MFA portfolio acquired on October 31, 2024 and2024, increased demand for certain of our legacy MFAs in North America and Southfor America,certain partiallyanti-microbials offsetsold by theour timingethanol ofperformance purchases by a large customer.business.

Net sales of nutritional specialty products increased $9.8$13.3 million, or 11%,10%, due to increasedan increase in worldwide demand, particularly in North AmericanAmerica, demandand forhigher dairy.companion animal sales.

Net sales of vaccines increased $12.5$17.8 million, or 19%,18%, primarily due to continued growth of poultry products in Latin America and increase in other international demand, particularly in Israel and Southeast Asia.

Net sales of $131.9$205.4 million for the sixnine months ended DecemberMarch 31, 20252026 increased $9.6$16.3 million, or 8%,9%, due to an increase in demand for copper, zinc and trace minerals.

Net sales of $32.4$51.3 million for the sixnine months ended DecemberMarch 31, 20252026 decreased $3.0$6.8 million, or 8%,12%, as a result of lower demand for the ingredients used in personal care products.

Gross profit of $252.4$378.1 million for the sixnine months ended DecemberMarch 31, 20252026 increased $67.1$88.2 million, or 36%,30%, as compared to the sixnine months ended DecemberMarch 31, 2024.2025. Gross margin increased 170210 basis points to 34.2%33.7% of net sales for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to 32.5%31.6% for the sixnine months ended DecemberMarch 31, 2024.2025. The comparison of gross profit to the prior year includes $3.8 million of prior period inventory write-offs attributable to the closure of an immaterial business, a net increasedecrease of $0.3$1.4 million for acquisition-related cost of goods sold related to purchase accounting adjustments for the Acquisition.Acquisition, and a net increase in acquisition-related depreciation expense associated with the step-up of fair value of the acquired fixed assets and intangible asset amortization of $2.9 million. Excluding thisthese purchase accounting item,items, gross profit increased $67.4$85.9 million, or 36%,28%, and gross margin increased 170160 basis points to 34.5%34.6% of net sales due to increased sales,sales volume, favorable product mix, and increases in average selling prices, partially offset by higher input and distribution costs and the unfavorable impact of changes in foreign currency exchange rates.costs.

Animal Health gross profit, excluding the purchasenon-recurring accounting itemitems discussed above, increased $67.2$87.4 million, primarily driven by higher sales volume, favorable product mix, and increases in average selling prices, partially offset by higher input and distribution costs and the unfavorable impact of changes in foreign currency exchange rates.costs. Mineral Nutrition gross profit increased $1.4$0.7 million, driven by increased sales volume.volume and higher average selling prices. Performance Products gross profit decreased $1.2$2.2 million, primarily as a result of lower demand.

SG&A of $150.9$231.9 million for the sixnine months ended DecemberMarch 31, 20252026 increased $8.7$18.7 million, or 6%,9%, as compared to the sixnine months ended DecemberMarch 31, 2024.2025. SG&A for the sixnine months ended DecemberMarch 31, 2025,2026 included $3.6$7.0 million of costs associated with Phibro Forward income growth initiatives, $0.5$1.8 million for intangible asset amortization, $0.6 million for acquisition-related costs, and $0.4$0.5 million of stock-based compensation expense related to awards granted to certain named executive officers in fiscal year 2024, partially offset by $3.8 million related to insurance settlement gains. SG&A for the sixnine months ended DecemberMarch 31, 2024,2025, included $12.2$12.9 million for acquisition-related costs, $2.0$6.0 million of costs associated with Phibro Forward income growth initiatives, $1.8 million for intangible asset amortization, and $0.4$0.5 million of stock-based compensation expense, partially offset by a $1.3$2.8 million related to insurance settlement gain.gains. Excluding these items, SG&A increased $21.4$31.0 million.

Foreign currency losses, net for the sixnine months ended DecemberMarch 31, 20252026 were $5.1$7.0 million, as compared to net losses of $12.1$6.6 million for the sixnine months ended DecemberMarch 31, 2024.2025. Current period losses were driven by fluctuations in certain currencies related to the U.S. dollar, most prominently, in the Argentine Peso and the Israeli New Shekel. Prior year period losses were driven most prominently by fluctuations in certain currencies related to the U.S. dollar, most prominently, in the Brazil Real.Real, the Argentine Peso, and the Mexican Peso.

The provision for income taxes was $18.7$27.0 million and $4.3$13.1 million for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. The effective income tax rate was 25.7% and 29.7% for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

The effective income tax rate in the current period included among other items, (i) a $0.4$0.6 million expense from changes in uncertain tax positions related to prior years, (ii) $3.8 million in insurance proceeds taxed at a lower rate, and (iii) certain other charges, including acquisition-related costs, foreign currency losses, and certain stock-based compensation, which had lower tax rates. The effective income tax rate in the prior year included (i) various exchange rate losseslosses, (ii) changes in uncertain tax positions related to prior years and (iii) certain othernon-deductible charges,write-offs includingin acquisition-relatedconnection costs,with whichthe hadclosure lowerof taxan rates.immaterial business included as part of the Phibro Forward initiatives. Excluding these items, the effective income tax rate was 24.7% and 25.0%25.3% for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

Net income was $54.0$78.0 million for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to net income of $10.2$31.0 million for the sixnine months ended DecemberMarch 31, 2024.2025. Operating income increased $58.4$69.5 million driven by higher gross profit, partially offset by higher SG&A of $8.7$18.7 million due to higher employee-related costs and a net increase of $1.6 million in costs associated with Phibro Forward income growth initiatives.costs. Interest expense, net increased $7.2$8.3 million due to the expiration of an interest rate swap agreement and higher debt levels associated with the refinancing of the Company’s debt and the expiration of an interest rate swap agreement.debt. Foreign currency losses, net decreasedincreased $7.1$0.4 million. Income tax expense increased $14.4$13.9 million.

Operating activities provided $28.7$44.9 million of net cash for the sixnine months ended DecemberMarch 31, 2025.2026. Cash provided by net income, adjusted for the non-cash items, including depreciation and amortization, was $87.3$130.2 million. Cash used in the ordinary course of business from changes in operating assets and liabilities was $58.6$85.3 million. Accounts receivable provided $13.7$8.9 million of cash due to the timing of collection of sales proceeds and higher sales. Inventories used $73.2$92.5 million of cash due to increased quantities on hand due to timing of inventory purchases and forecasted future demand. Accounts payable used $3.9$6.8 million of cash due to timing of purchases and payments. Accrued expenses and other liabilities used cash of $2.7 million, primarily due to timing of incurrence.

Investing activities used $38.2$55.0 million of net cash for the sixnine months ended DecemberMarch 31, 2025.2026. Capital expenditures were $24.9$40.2 million, as we continue to invest in expanding production capacity and productivity improvements. Purchases of our short-term investments used $24.0$37.0 million in cash, and maturities of our short-term investments provided $14.0$23.5 million in cash. Investing activities for the sixnine months ended DecemberMarch 31, 20252026 included funding of $6.5$6.2 million of net investments and loans for strategic partnerships and the receipt of proceeds of $3.7 million from corporate-owned life insurance policies.

Financing activities used $2.6$4.9 million of net cash for the sixnine months ended DecemberMarch 31, 2025.2026. Net revolver borrowings on our credit facility provided $20.0$28.0 million in cash. We paid $9.7$14.6 million in dividends to holders of our Class A common stock and Class B common stock. We also paid $8.1$12.2 million in scheduled quarterly principal payments on long-term debt and $4.8$6.2 million in financed insurance premiums during the sixnine months ended DecemberMarch 31, 2025.2026.

We believe our cash on hand, operating cash flows and financing arrangements, including the availability of borrowings under the 2024 Credit Facility, will be sufficient to support our ongoing cash needs. We have considered the current and potential future effects of the macroeconomic market conditions in the financial markets. At this time, we expect adequate liquidity for at least the next twelve months. We can provide no assurance that our liquidity and capital resources will be adequate for future funding requirements. We believe we will be able to comply with the terms of the covenants under the 2024 Credit Facilities based on our operating plan. In the event of adverse operating results and/or violation of covenants under the facilities, there can be no assurance we would be able to obtain waivers or amendments. Other risks to our meeting future funding requirements include global economic conditions and macroeconomic, business and financial disruptions that could arise, including armed conflicts between Israel and Hamas (and broader military conflict in the region)Middle East and between Russia and Ukraine. There can be no assurance that a challenging economic environment or an economic downturn would not affect our liquidity or ability to obtain future financing or fund operations or investment opportunities. In addition, our debt covenants may restrict our ability to invest.

As of December 31, 2025, we had $107.0 million in outstanding borrowings under the 2024 Revolver and outstanding letters of credit and other commitments of $2.9 million, leaving $200.1 million available for further borrowings and letters of credit, subject to restrictions in our 2024 Credit Facilities We currently intend to pay quarterly dividends on our Class A common stock and Class B common stock, subject to approval from the Board of Directors. On FebruaryMay 3,5, 2026, our Board of Directors declared a cash dividend of $0.12 per share on Class A common stock and Class B common stock, payable on MarchJune 25,24, 2026, to stockholders of record at the close of business on MarchJune 4,3, 2026. Our future ability to pay dividends will depend upon our results of operations, financial condition, capital requirements, our ability to obtain funds from our subsidiaries and other factors that our Board of Directors deems relevant. Additionally, the terms of our current and any future agreements governing our indebtedness could limit our ability to pay dividends or make other distributions.

As of DecemberMarch 31, 2025,2026, our cash and cash equivalents and short-term investments included $72.2$76.7 million held by our international subsidiaries. There are no restrictions on cash distributions to PAHC from our international subsidiaries. Distributions may be subject to taxation by U.S. or non-U.S. taxing authorities.

As of DecemberMarch 31, 2025,2026, there were no material changes in payments due under contractual obligations from those disclosed in the Annual Report.