BENDHEIM JACK 4

What Happened

• Jack Bendheim, a director and 10% owner of Phibro Animal Health Corp (PAHC), reported multiple transactions on Feb 3–4, 2026. He sold a total of 13,180 shares in open-market/private sales for aggregate proceeds of approximately $545,473 and reported conversions of Class B into Class A shares (no cash consideration).
• Sales:
  • 6,689 shares on 2026-02-03 at a weighted avg price $41.25 (proceeds $275,927; prices in this lot ranged $40.69–$41.68).
  • 2,971 shares on 2026-02-03 at a weighted avg price $41.97 (proceeds $124,683; prices in this lot ranged $41.70–$42.62).
  • 3,520 shares on 2026-02-04 at a weighted avg price $41.15 (proceeds $144,863; prices in this lot ranged $40.535–$41.52).
• Conversions/derivative activity:
  • 2026-02-04: acquired 30,000 shares via conversion of derivative security (reported at $0.00).
  • 2026-02-04: a related derivative conversion/disposition of 30,000 shares was also reported (no cash).

Key Details

• Transaction dates: Feb 3–4, 2026. Form 4 filed Feb 5, 2026 (timely filing).
• Total sold: 13,180 shares, aggregate proceeds ≈ $545,473.
• Conversion: 30,000 Class B → Class A conversion reported at $0 (Class B converts one-for-one into Class A; no cash paid).
• Trading plan: The sales were effected pursuant to a Rule 10b5‑1 trading plan adopted by BFI Co., LLC on May 30, 2025.
• Ownership structure: Some reported securities are directly held by BFI Co., LLC; Mr. Bendheim exercises voting and dispositive power over BFI and may be deemed to share ownership but disclaims beneficial ownership except for his pecuniary interest. Some securities are directly held by Mr. Bendheim.
• Shares owned after transaction: Not specified in the excerpted filing.
• Price reporting: Reported prices are weighted averages; each lot was sold in multiple transactions across the ranges noted above.

Context

• These were primarily sales (a routine cash-generating activity) executed under a prearranged 10b5‑1 plan, which is commonly used to avoid timing issues and insider trading concerns. The conversion entries reflect a non‑cash reclassification (Class B into Class A) rather than a market purchase. As a 10% owner with holdings through an LLC, trades may reflect institutional/ownership-structure actions rather than personal trading decisions.