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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

​

​ | ​
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the quarterly period ended September 30, 2025

​

OR

​

​ | ​
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

​

Commission File Number: 001-36410

Phibro Animal Health Corporation

(Exact name of registrant as specified in its charter)

​

​ | ​
​ | ​
Delaware | 13-1840497
(State or other jurisdiction of | (I.R.S. Employer
incorporation or organization) | Identification No.)
​ | ​
Glenpointe Centre East, 3rd Floor | ​
300 Frank W. Burr Boulevard, Suite 21 | ​
​ | ​
Teaneck, New Jersey | 07666-6712
(Address of Principal Executive Offices) | (Zip Code)

​

(201) 329-7300

(Registrant’s telephone number, including area code)

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

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

​

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

​ | ​ | ​ | ​ | ​
Large accelerated filer | ☐ | ​ | Accelerated filer | ☒
Non-accelerated filer | ☐ | ​ | Smaller reporting company | ☐
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. ☐

​

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

​

As of October 31, 2025, there were 20,447,574 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 20,086,034 shares of the registrant’s Class B common stock, par value $0.0001 per share, outstanding.

​

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Table of Contents

PHIBRO ANIMAL HEALTH CORPORATION

TABLE OF CONTENTS

​ | Page
PART I—FINANCIAL INFORMATION | ​
Item 1. | Financial Statements (unaudited) | 3
| Consolidated Statements of Operations | 3
| Consolidated Statements of Comprehensive Income | 4
| Consolidated Balance Sheets | 5
| Consolidated Statements of Cash Flows | 6
| Consolidated Statements of Changes in Stockholders’ Equity | 7
| Notes to Consolidated Financial Statements | 8
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 41
Item 4. | Controls and Procedures | 41
PART II—OTHER INFORMATION | ​
Item 1. | Legal Proceedings | 41
Item 1A. | Risk Factors | 41
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 41
Item 3. | Defaults Upon Senior Securities | 41
Item 4. | Mine Safety Disclosures | 42
Item 5. | Other Information | 42
Item 6. | Exhibits | 42
SIGNATURES | 43

​

​

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Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months
For the Periods Ended September 30 |  | 2025 |  | 2024
​ | ​ | (unaudited)
​ | ​ | (in thousands, except per share amounts)
Net sales | ​ | $ | 363,893 | ​ | $ | 260,432
Cost of goods sold | ​ |  | 244,110 | ​ |  | 176,937
Gross profit | ​ |  | 119,783 | ​ |  | 83,495
Selling, general and administrative expenses | ​ |  | 68,523 | ​ |  | 65,796
Operating income | ​ |  | 51,260 | ​ |  | 17,699
Interest expense, net | ​ |  | 12,059 | ​ |  | 7,641
Foreign currency losses, net | ​ |  | 2,934 | ​ |  | 438
Income before income taxes | ​ |  | 36,267 | ​ |  | 9,620
Provision for income taxes | ​ |  | 9,740 | ​ |  | 2,645
Net income | ​ | $ | 26,527 | ​ | $ | 6,975
​ | ​ | ​ | ​ | ​ | ​ | ​
Net income per share | ​ |  |  | ​ |  |
basic | ​ | $ | 0.65 | ​ | $ | 0.17
diluted | ​ | $ | 0.65 | ​ | $ | 0.17
Weighted average common shares outstanding | ​ |  | ​ | ​ |  | ​
basic | ​ |  | 40,534 | ​ |  | 40,504
diluted | ​ | ​ | 40,877 | ​ | ​ | 40,582

​

The accompanying notes are an integral part of these consolidated financial sta tements

​

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PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months
For the Periods Ended September 30 |  | 2025 |  | 2024
​ | ​ | (unaudited)
​ | ​ | (in thousands)
Net income | ​ | $ | 26,527 | ​ | $ | 6,975
Change in fair value of derivative instruments | ​ |  | (805) | ​ |  | (4,848)
Foreign currency translation adjustment | ​ |  | 4,543 | ​ |  | 3,168
Unrecognized net pension gains | ​ |  | 78 | ​ |  | 78
Benefit for income taxes | ​ |  | 181 | ​ |  | 1,194
Other comprehensive income (loss) | ​ |  | 3,997 | ​ |  | (408)
Comprehensive income | ​ | $ | 30,524 | ​ | $ | 6,567

​

The accompanying notes are an integral part of these consolidated financial sta tements

​

​

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Table of Contents

PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | June 30,
As of |  | 2025 |  | 2025
​ | ​ | (unaudited)
​ |  | (in thousands, except share and per share amounts)
ASSETS | ​ | ​ | ​ | ​ | ​ | ​
Cash and cash equivalents | ​ | $ | 72,769 | ​ | $ | 68,039
Short-term investments | ​ |  | 12,504 | ​ |  | 9,000
Accounts receivable, net | ​ |  | 217,896 | ​ |  | 227,983
Inventories, net | ​ |  | 471,775 | ​ |  | 444,425
Other current assets | ​ |  | 60,855 | ​ |  | 61,159
Total current assets | ​ |  | 835,799 | ​ |  | 810,606
Property, plant and equipment, net | ​ |  | 354,780 | ​ |  | 354,690
Intangibles, net | ​ |  | 34,964 | ​ |  | 36,469
Goodwill | ​ |  | 59,708 | ​ |  | 59,645
Other assets | ​ |  | 100,273 | ​ |  | 99,490
Total assets | ​ | $ | 1,385,524 | ​ | $ | 1,360,900
LIABILITIES AND STOCKHOLDERS’ EQUITY | ​ |  | ​ | ​ |  | ​
Current portion of long-term debt | ​ | $ | 18,444 | ​ | $ | 16,250
Accounts payable | ​ |  | 130,597 | ​ |  | 138,201
Accrued expenses and other current liabilities | ​ |  | 121,098 | ​ |  | 139,022
Total current liabilities | ​ |  | 270,139 | ​ |  | 293,473
Revolving credit facility | ​ |  | 115,000 | ​ |  | 87,000
Long-term debt | ​ |  | 609,518 | ​ |  | 615,435
Other liabilities | ​ |  | 79,186 | ​ |  | 79,310
Total liabilities | ​ |  | 1,073,843 | ​ |  | 1,075,218
Commitments and contingencies (Note 9) | ​ |  | ​ | ​ |  | ​
Common stock, par value $0.0001 per share; 300,000,000 Class A shares authorized, 20,397,574 and 20,367,574 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively; 30,000,000 Class B shares authorized, 20,136,034 and 20,166,034 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively | ​ |  | 4 | ​ |  | 4
Preferred stock, par value $0.0001 per share; 16,000,000 shares authorized, no shares issued and outstanding | ​ |  | — | ​ | ​ | —
Paid-in capital | ​ |  | 137,334 | ​ |  | 136,995
Retained earnings | ​ |  | 294,364 | ​ |  | 272,701
Accumulated other comprehensive loss | ​ |  | (120,021) | ​ |  | (124,018)
Total stockholders’ equity | ​ |  | 311,681 | ​ |  | 285,682
Total liabilities and stockholders’ equity | ​ | $ | 1,385,524 | ​ | $ | 1,360,900

​

The accompanying notes are an integral part of these consolidated financial sta tements

​

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PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months | ​
For the Periods Ended September 30 |  | 2025 |  | 2024 | ​
​ | ​ | (unaudited) | ​
​ | ​ | (in thousands) | ​
OPERATING ACTIVITIES |  | ​ |  |  | ​ |  | ​
Net income | ​ | $ | 26,527 | ​ | $ | 6,975 | ​
Adjustments to reconcile net income to | ​ |  | ​ | ​ |  | ​ | ​
net cash provided by operating activities: | ​ |  | ​ | ​ |  | ​ | ​
Depreciation and amortization | ​ |  | 12,830 | ​ |  | 9,004 | ​
Amortization of debt issuance costs | ​ |  | 572 | ​ |  | 367 | ​
Deferred income taxes | ​ |  | 2,171 | ​ |  | (4,883) | ​
Foreign currency gains, net | ​ |  | (239) | ​ |  | (517) | ​
Acquisition-related items | ​ | ​ | 1,117 | ​ | ​ | — | ​
Stock-based compensation expense | ​ | ​ | 339 | ​ | ​ | 179 | ​
Other | ​ |  | (474) | ​ |  | (461) | ​
Changes in operating assets and liabilities, net of business acquisition | ​ |  | ​ | ​ |  | ​ | ​
Accounts receivable, net | ​ |  | 11,366 | ​ |  | 9,208 | ​
Inventories, net | ​ |  | (26,181) | ​ |  | (5,164) | ​
Other current assets | ​ |  | (306) | ​ |  | (979) | ​
Other assets | ​ |  | (105) | ​ |  | 1,113 | ​
Accounts payable | ​ |  | (4,627) | ​ |  | 1,304 | ​
Accrued expenses and other liabilities | ​ |  | (13,688) | ​ |  | (3,524) | ​
Net cash provided by operating activities | ​ |  | 9,302 | ​ |  | 12,622 | ​
INVESTING ACTIVITIES | ​ |  |  | ​ |  |  | ​
Purchases of short-term investments | ​ |  | (12,504) | ​ |  | — | ​
Maturities of short-term investments | ​ |  | 9,000 |  |  | 6,000 | ​
Capital expenditures | ​ | ​ | (13,806) |  |  | (9,583) | ​
Other, net | ​ |  | (3,704) | ​ |  | 653 | ​
Net cash used by investing activities | ​ |  | (21,014) | ​ |  | (2,930) | ​
FINANCING ACTIVITIES | ​ |  | ​ | ​ |  | ​ | ​
Revolving credit facility borrowings | ​ |  | 86,000 | ​ |  | 267,000 | ​
Revolving credit facility repayments | ​ |  | (58,000) | ​ |  | (264,000) | ​
Proceeds from long-term debt | ​ | ​ | — | ​ | ​ | 300,000 | ​
Payments of long-term debt | ​ |  | (4,063) | ​ |  | (315,015) | ​
Debt issuance costs | ​ | ​ | — | ​ | ​ | (10,377) | ​
Payments of insurance premium financing and other short-term debt | ​ | ​ | (2,738) | ​ | ​ | (1,945) | ​
Dividends paid | ​ |  | (4,864) | ​ |  | (4,860) | ​
Net cash provided (used) by financing activities | ​ |  | 16,335 | ​ |  | (29,197) | ​
Effect of exchange rate changes on cash | ​ |  | 107 | ​ |  | 729 | ​
Net increase (decrease) in cash and cash equivalents | ​ |  | 4,730 | ​ |  | (18,776) | ​
Cash and cash equivalents at beginning of period | ​ |  | 68,039 | ​ |  | 70,613 | ​
Cash and cash equivalents at end of period | ​ | $ | 72,769 | ​ | $ | 51,837 | ​

​

The accompanying notes are an integral part of these consolidated financial sta tements

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Table of Contents

PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES

​

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​
​ | ​ | Shares of | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Other | ​ | ​ | ​
​ | ​ | Common | ​ | Common | ​ | Preferred | ​ | Paid-in | ​ | Retained | ​ | Comprehensive | ​ | ​ | ​
​ |  | Stock |  | Stock |  | Stock |  | Capital |  | Earnings |  | Loss |  | Total
​ | ​ | (unaudited)
​ | ​ | (in thousands, except share and per share amounts)
As of June 30, 2025 |  | 40,533,608 | ​ | $ | 4 | ​ | $ | — | ​ | $ | 136,995 | ​ | $ | 272,701 | ​ | $ | (124,018) | ​ | $ | 285,682
Comprehensive income | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 26,527 | ​ | ​ | 3,997 | ​ | ​ | 30,524
Dividends declared ($0.12 per share) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (4,864) | ​ | ​ | — | ​ | ​ | (4,864)
Stock-based compensation expense |  | — |  | ​ | — |  | ​ | — |  | ​ | 339 |  | ​ | — |  | ​ | — |  | ​ | 339
As of September 30, 2025 | ​ | 40,533,608 | ​ | $ | 4 | ​ | $ | — | ​ | $ | 137,334 | ​ | $ | 294,364 | ​ | $ | (120,021) | ​ | $ | 311,681

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ | ​ | Accumulated | ​ | ​ | ​
​ | ​ | Shares of | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Other | ​ | ​ | ​
​ | ​ | Common | ​ | Common | ​ | Preferred | ​ | Paid-in | ​ | Retained | ​ | Comprehensive | ​ | ​ | ​
​ |  | Stock |  | Stock |  | Stock |  | Capital |  | Earnings |  | Loss |  | Total
​ | ​ | (unaudited)
​ | ​ | (in thousands, except share and per share amounts)
As of June 30, 2024 | ​ | 40,503,608 | ​ | $ | 4 | ​ | $ | — | ​ | $ | 136,278 | ​ | $ | 243,886 | ​ | $ | (123,527) | ​ | $ | 256,641
Comprehensive income (loss) |  | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6,975 | ​ | ​ | (408) | ​ |  | 6,567
Dividends declared ($0.12 per share) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (4,860) | ​ | ​ | — | ​ | ​ | (4,860)
Stock-based compensation expense |  | — |  | ​ | — |  | ​ | — |  | ​ | 179 |  | ​ | — |  | ​ | — | ​ |  | 179
As of September 30, 2024 | ​ | 40,503,608 | ​ | $ | 4 | ​ | $ | — | ​ | $ | 136,457 | ​ | $ | 246,001 | ​ | $ | (123,935) | ​ | $ | 258,527

​

The accompanying notes are an integral part of these consolidated financial statements

​

​

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Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(unaudited)

1. Description of Business

Phibro Animal Health Corporation (“Phibro” or “PAHC”) and its subsidiaries (together, the “Company”) is a diversified global developer, manufacturer and marketer of a broad range of animal health and mineral nutrition products for food and companion animals including poultry, swine, beef and dairy cattle, aquaculture and dogs. The Company is also a manufacturer and marketer of performance products for use in the personal care, industrial chemical and chemical catalyst industries. Unless otherwise indicated or the context requires otherwise, references in this report to “we,” “our,” “us,” and similar expressions refer to Phibro and its subsidiaries.

The unaudited consolidated financial information for the three months ended September 30, 2025 and 2024, is presented on the same basis as the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “Annual Report”), filed with the Securities and Exchange Commission on August 27, 2025 (File no. 001-36410). In the opinion of management, these financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods, and the adjustments are of a normal and recurring nature. The financial results for any interim period are not necessarily indicative of the results for the full year. The consolidated balance sheet information as of June 30, 2025, was derived from the audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report.

The consolidated financial statements include the accounts of Phibro and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated from the consolidated financial statements. The decision whether to consolidate an entity requires consideration of majority voting interests, as well as effective control over the entity.

​

​

2. Summary of Significant Accounting Policies and New Accounting Standards

Our significant accounting policies are described in the notes to the consolidated financial statements included in our Annual Report. As of September 30, 2025, there have been no material changes to any of the significant accounting policies contained therein.

Net Income per Share and Weighted Average Shares

Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period after giving effect to dilutive common share equivalents resulting from the assumed vesting of restricted stock units (“RSUs”), unless the effect would be antidilutive, or if the minimum stock price targets for our performance-based RSUs were not achieved during the reporting period. Common share equivalents related to time- and performance-based RSUs were included in the calculation of diluted net income per share for the three months ended September 30, 2025. Common share equivalents related to time-based RSUs were included in the calculation of diluted net income per share for the three months ended September 30, 2024. Common share equivalents composed of 450,000 performance-based RSUs were not included in the calculation of diluted net income per share for the three months ended September 30, 2024 because the minimum stock price targets were not achieved during that period.

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months
For the Periods Ended September 30 |  | 2025 |  | 2024
Net income | ​ | $ | 26,527 | ​ | $ | 6,975
​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average number of shares – basic | ​ |  | 40,534 | ​ |  | 40,504
Dilutive effect of restricted stock units | ​ | ​ | 343 | ​ | ​ | 78
Weighted average number of shares - diluted | ​ | ​ | 40,877 | ​ | ​ | 40,582
​ | ​ | ​ | ​ | ​ | ​ | ​
Net income per share | ​ | ​ | ​ | ​ | ​ | ​
basic | ​ | $ | 0.65 | ​ | $ | 0.17
diluted | ​ | $ | 0.65 | ​ | $ | 0.17

New Accounting Standards

Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, enhances income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU outlines specific categories to be provided in the rate reconciliation and requires additional information for those reconciling items that meet a quantitative threshold. The ASU requires disaggregated disclosure of federal, state and foreign income taxes paid, including disaggregation by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds received). The ASU also requires disaggregated disclosure of federal, state and foreign income (loss) from continuing operations before income taxes. The enhanced disclosures will be applied on a prospective basis and are required for Phibro’s fiscal year ending June 30, 2026. We are evaluating the impact of the additional income tax-related disclosures.

ASU 2024-03, (Subtopic 220-40): Disaggregation of Income Statement Expenses and ASU 2025-01, Clarifying the Effective Date, requires disclosure, in the notes to the financial statements, of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption, as well as a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 also requires disclosure of the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses. The ASU will be effective for Phibro’s fiscal year ending June 30, 2028 and for interim periods thereafter, and it can be applied on a prospective basis or on a retrospective basis to all periods presented. Early adoption is permitted. We are evaluating the impact of this standard on our footnote disclosures.

ASU 2025-06, (Subtopic 350-40): Intangibles - Goodwill and Other - Internal-Use Software : Targeted Improvements to the Accounting for Internal-Use Software, amends existing guidance regarding when entities may begin to capitalize internal-use software costs. Under the updated framework, entities must assess when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 will be effective for Phibro’s fiscal year ending June 30, 2029, including interim periods within that year, and it can be applied on a prospective basis, on a retrospective basis to all periods presented, or with a modified transition approach. Early adoption is permitted. We are evaluating the impact of this standard on our consolidated financial statements and disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

3. Acquisition

​

On October 31, 2024, the Company completed its acquisition of the medicated feed additives portfolio, certain water-soluble products and related assets from Zoetis, Inc (the “Acquisition"). The Acquisition was accounted for as a business combination under the acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The determination of estimated fair value requires management to make significant estimates and assumptions. 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.

The Acquisition has expanded our medicated feed additives and water-soluble products category, advanced our planned existing product portfolio enhancement and diversified our species and product offerings, which complements our commercial operations and international infrastructure while expanding our global presence.

The purchase price for the Acquisition was approximately $297.5 million ($286.5 million net of cash acquired), which was funded by Delayed Draw Term A-1 Loans and Delayed Draw Term A-2 Loans drawn on 2024 Credit Facilities (each as defined below in Note 6). The purchase and sale agreement underlying the transaction provides for closing working capital and other adjustments to be completed after the Acquisition. These adjustments were completed in May 2025.

For the three months ended September 30, 2025 and 2024, we recognized transaction costs related to the Acquisition of $0.3 million and $3.4 million, respectively. These costs were primarily associated with financial advisory, legal and other professional services related to the Acquisition and are reflected within selling, general and administrative expenses in our consolidated statements of operations.

The amount of revenue attributable to the Acquisition included in consolidated statements of operations for the three months ended September 30, 2025 was $80.5 million. As the Acquisition was completed after September 30, 2024, there was no revenue attributable to the Acquisition for the three months ended September 30, 2024. Based on our current operational structure and the nature and mix of legal entities and assets acquired, we are not able to complete a full cost identification and allocation assessment for activities related to the Acquisition. As a result, we are unable to accurately determine earnings or loss attributable to the Acquisition since the date of acquisition.

​

​

Since the initial measurement of the identified assets acquired and liabilities assumed was performed in the three months ended December 31, 2024, the Acquisition purchase price was adjusted for certain net working capital and other adjustments and progress was made in completing certain of our additional valuations and analyses. As such, we updated (and have now finalized, with no further material adjustments) our initial allocation of the purchase price. Principal changes included: (i) decreasing the value of inventory to reflect final inventory receipts and net working capital adjustments; (ii) increasing the value attributed to property, plant and equipment primarily to reflect updated assumptions related to the estimated economic value of certain underlying assets; (iii) adjustments to other assets and accrued expenses and other liabilities primarily related to value-added taxes; and (iv) goodwill increasing the value attributed to a deferred tax liability (included in other noncurrent liabilities below) emanating from stepped up values for assets acquired in China. The following table summarizes the final allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the Acquisition that was recorded as of June 30, 2025.

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10

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

​ | ​ | ​ | ​
​ | ​ | ​ | Final
​ |  | ​ | Purchase Price Allocation
Assets acquired: | ​ | ​ | ​
Cash and cash equivalents | ​ | $ | 11,018
Accounts receivable, net | ​ | ​ | 350
Inventories, net | ​ | ​ | 138,981
Property, plant and equipment | ​ | ​ | 144,964
Other assets(1) | ​ | ​ | 13,208
Goodwill(2) | ​ | ​ | 4,948
Total fair value of assets acquired | ​ | ​ | 313,469
Liabilities assumed: | ​ | ​ | ​
Accounts payable | ​ | ​ | 1,411
Accrued expenses and other current liabilities | ​ | ​ | 4,165
Other noncurrent liabilities | ​ | ​ | 10,346
Total fair value of liabilities assumed | ​ | ​ | 15,922
Fair value of net assets acquired | ​ | $ | 297,547

​

(1) | Includes current and noncurrent amounts.

(2) | Goodwill is reported within the Animal Health segment. An immaterial amount of the goodwill is deductible for tax purposes.

In the table above, the estimate of fair value of inventories, net was determined using the replacement cost method, which contemplates the costs to complete the manufacturing and sales process, a reasonable profit allowance from the sales process, and estimated holding costs. The cost basis of raw materials was determined to represent current replacement cost and therefore approximates fair value. The net fair value step-up adjustment to inventories of $7.6 million is being amortized to cost of sales as the inventory is sold to customers.

Property, plant and equipment is composed of land, buildings, equipment (including machinery, equipment, furniture and fixtures, and computer equipment), and construction-in-progress. The estimate of fair value of property, plant and equipment was determined by the direct cost and indirect cost approaches, as applicable, depending on the nature of the asset. Of the acquired assets, $102.1 million of personal property (comprised of machinery and equipment) and $38.1 million of real property (comprised of buildings and improvements) were recorded. The amounts allocated to personal and real property were based on management’s estimates and assumptions, as well as other information compiled by management, including third party analysis and market data. The process for determining the direct cost or indirect cost approaches required management to make estimates and assumptions, including reproduction cost new, physical deterioration, utilization, replacement cost new, base cost, and square footage. The step-up adjustment for property, plant and equipment of $43.5 million will be depreciated on a straight-line basis over the remaining useful life of the respective assets, which ranges from 1 year to 21 years.
​

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pro Forma Results

The following unaudited pro forma financial information presents the combined results of net sales and operating income of the Company as if the Acquisition had occurred as of July 1, 2023 and does not include any material non-recurring adjustments. The unaudited pro forma financial information is not necessarily indicative of what the Company’s net sales and operating income actually would have been had the Acquisition occurred at the beginning of each year presented. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. The pro forma information does not include any potential revenue enhancements, cost synergies or other operating efficiencies that could result from the Acquisition.

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months
For the Periods Ended September 30 |  | 2025 |  | 2024
Net sales | ​ | $ | 363,893 | ​ | $ | 371,106
Operating income | ​ | ​ | 51,260 | ​ | ​ | 50,025

​

​

4. Statements of Operations—Additional Information

Disaggregated revenue, deferred revenue and customer payment terms

We develop, manufacture and market a broad range of products for food and companion animals including poultry, swine, beef and dairy cattle, aquaculture, and dogs. The products help prevent, control and treat diseases and enhance nutrition to help improve animal health and well-being. We sell animal health and mineral nutrition products directly to integrated poultry, cattle and swine customers and through commercial animal feed manufacturers, distributors and veterinarians. The animal health industry and demand for many of the animal health products in a particular region are affected by changing disease pressures and by weather conditions, as product usage follows varying weather patterns and seasons. Our operations are primarily focused on regions where the majority of livestock production is consolidated in large commercial farms.

We have a diversified portfolio of products that are classified within our three reportable business segments—Animal Health, Mineral Nutrition and Performance Products. Each segment has its own dedicated management and sales team.

Animal Health

The Animal Health business develops, manufactures and markets products in three main categories:

| ● | MFAs and other: MFAs and other products primarily consist of concentrated medicated products administered through animal feeds, commonly referred to as Medicated Feed Additives (“MFAs”). Specific product classifications include antibacterials, which inhibit the growth of pathogenic bacteria that cause infections in animals; anticoccidials, which inhibit the growth of coccidia (parasites) that damage the intestinal tract of animals; and other related products. The MFAs and other category also includes antibacterials and other processing aids used in the ethanol fermentation industry.

| ● | Nutritional specialties: Nutritional specialty products enhance nutrition to help improve health and performance in areas such as immune system function and digestive health. We are also a developer, manufacturer and marketer of microbial products and bioproducts for a variety of applications serving animal health and nutrition, environmental, industrial and agricultural customers.

| ● | Vaccines: Vaccine products are primarily focused on preventing diseases in poultry, swine, beef and dairy cattle and aquaculture. They protect animals from either viral or bacterial disease challenges. We develop, manufacture and market conventionally licensed and autogenous vaccine products, as well as adjuvants for animal vaccine manufacturers. We have developed and market an innovative and proprietary delivery platform for vaccines.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Mineral Nutrition

The Mineral Nutrition business is comprised of formulations and concentrations of trace minerals such as zinc, manganese, copper, iron and other compounds, with a focus on customers in North America. Our customers use these products to fortify the daily feed requirements of their livestock’s diets and maintain an optimal balance of trace elements in each animal. We manufacture and market a broad range of mineral nutrition products for food animals including poultry, swine, and beef and dairy cattle.

Performance Products

The Performance Products business manufactures and markets specialty ingredients for use in the personal care, industrial chemical and chemical catalyst industries.

The following tables present our revenues disaggregated by major product category and geographic region:

Net Sales by Product Type

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months
For the Periods Ended September 30 |  | 2025 |  | 2024
​ | ​ | ​ | ​ | ​ | ​ | ​
Animal Health |  | ​ |  |  | ​ |
MFAs and other | ​ | $ | 195,198 | ​ | $ | 107,844
Nutritional specialties | ​ |  | 48,151 | ​ |  | 42,649
Vaccines | ​ |  | 40,107 | ​ |  | 32,030
Total Animal Health | ​ | $ | 283,456 | ​ | $ | 182,523
Mineral Nutrition | ​ |  | 62,988 | ​ |  | 59,062
Performance Products | ​ |  | 17,449 | ​ |  | 18,847
Total | ​ | $ | 363,893 | ​ | $ | 260,432

​

Net Sales by Region

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months
For the Periods Ended September 30 |  | 2025 |  | 2024
United States | ​ | $ | 202,347 | ​ | $ | 143,549
Latin America and Canada | ​ |  | 87,226 | ​ |  | 71,151
Europe, Middle East and Africa | ​ |  | 44,942 | ​ |  | 31,125
Asia Pacific | ​ |  | 29,378 | ​ |  | 14,607
Total | ​ | $ | 363,893 | ​ | $ | 260,432

​

Net sales by region are based on country of destination.

Our customer payment terms generally range from 30 to 120 days globally and do not include any significant financing components. Payment terms vary based on industry and business practices within the regions in which we operate. Our average worldwide collection period for accounts receivable is approximately 60 days after the revenue is recognized.

​

13

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Interest Expense, Net

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months
For the Periods Ended September 30 |  | 2025 |  | 2024
Interest expense, net | ​ | ​ | ​ | ​ | ​ | ​
Credit Facilities | ​ | $ | 11,901 | ​ | $ | 6,200
2022 Term Loan | ​ | ​ | — | ​ | ​ | 12
Amortization of debt issuance costs | ​ |  | 572 | ​ |  | 367
Refinancing expense | ​ | ​ | — | ​ | ​ | 1,960
Other | ​ |  | 70 | ​ |  | 226
Interest expense | ​ |  | 12,543 | ​ |  | 8,765
Interest income | ​ |  | (484) | ​ |  | (1,124)
​ | ​ | $ | 12,059 | ​ | $ | 7,641

For the three months ended September 30, 2024, we also incurred $1,960 in certain costs and charges resulting from the refinancing of the Company’s debt, which included $1,446 of new creditor and third-party financing costs and $514 in debt extinguishment costs resulting from the write-off of unamortized deferred financing costs on previously outstanding debt.

​

Depreciation and Amortization

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months
For the Periods Ended September 30 |  | 2025 |  | 2024
Depreciation and amortization | ​ |  | ​ | ​ |  |
Depreciation of property, plant and equipment | ​ | $ | 11,121 | ​ | $ | 6,742
Amortization of intangible assets | ​ |  | 1,709 | ​ |  | 2,262
​ | ​ | $ | 12,830 | ​ | $ | 9,004

​

5. Balance Sheets—Additional Information

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | June 30,
As of |  | 2025 |  | 2025
Inventories | ​ | ​ | ​ | ​ | ​ |
Raw materials | ​ | $ | 166,422 | ​ | $ | 162,626
Work-in-process | ​ | ​ | 25,785 | ​ | ​ | 27,982
Finished goods | ​ | ​ | 279,568 | ​ | ​ | 253,817
​ | ​ | $ | 471,775 | ​ | $ | 444,425

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | September 30, | ​ | June 30,
As of |  | 2025 |  | 2025
Other assets | ​ | ​ | ​ | ​ | ​ | ​
ROU operating lease assets | ​ | $ | 40,146 |  | $ | 41,339
Deferred income taxes | ​ |  | 23,544 |  | ​ | 25,548
Deposits | ​ |  | 615 |  | ​ | 610
Insurance investments | ​ |  | 5,008 |  | ​ | 6,547
Other investments | ​ |  | 8,350 |  | ​ | 5,142
Debt issuance costs | ​ |  | 3,482 |  | ​ | 3,714
Derivative instruments | ​ | ​ | 42 | ​ | ​ | 89
Other | ​ | ​ | 19,086 | ​ | ​ | 16,501
​ | ​ | $ | 100,273 |  | $ | 99,490

​

14

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | September 30, |  | June 30,
As of |  | 2025 |  | 2025
Accrued expenses and other current liabilities |  | ​ |  |  | ​ |
Employee related | ​ | $ | 37,216 | ​ | $ | 51,758
Current operating lease liabilities | ​ |  | 9,021 | ​ |  | 9,127
Commissions and rebates | ​ | ​ | 20,814 | ​ | ​ | 23,274
Professional fees | ​ |  | 8,810 | ​ |  | 8,098
Income and other taxes | ​ | ​ | 10,613 | ​ | ​ | 8,397
Insurance-related | ​ |  | 1,669 | ​ |  | 1,655
Insurance premium financing | ​ | ​ | 3,423 | ​ | ​ | 5,476
Other | ​ |  | 29,532 | ​ |  | 31,237
​ | ​ | $ | 121,098 | ​ | $ | 139,022

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | September 30, |  | June 30,
As of |  | 2025 |  | 2025
Other liabilities | ​ | ​ | ​ | ​ | ​ | ​
Long-term operating lease liabilities | ​ | $ | 33,116 | ​ | $ | 33,740
Long-term and deferred income taxes | ​ |  | 20,606 | ​ | ​ | 19,471
Supplemental retirement benefits, deferred compensation and other | ​ | ​ | 5,611 | ​ | ​ | 5,526
U.S. pension plan, net | ​ |  | 1,729 | ​ |  | 1,795
International retirement plans | ​ |  | 3,598 | ​ |  | 3,532
Derivative instruments | ​ | ​ | 3,704 | ​ | ​ | 3,885
Other long-term liabilities | ​ |  | 10,822 | ​ |  | 11,361
​ | ​ | $ | 79,186 | ​ | $ | 79,310

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, |  | June 30,
As of |  | 2025 |  | 2025
Accumulated other comprehensive loss | ​ | ​ |  | ​ | ​ |
Derivative instruments | ​ | $ | (3,159) | ​ | $ | (2,354)
Foreign currency translation adjustment | ​ |  | (108,909) | ​ |  | (113,452)
Unrecognized net pension losses | ​ |  | (12,314) | ​ |  | (12,392)
Income tax benefit | ​ |  | 4,361 | ​ |  | 4,180
​ | ​ | $ | (120,021) | ​ | $ | (124,018)

​

​

​

15

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6. Debt

Term Loans and Revolving Credit Facilities

2024 Credit Agreement

In July 2024, we entered into a Credit Agreement, (the “2024 Credit Agreement”) with a group of lenders. Initial borrowings were used to refinance all our outstanding debt, to pay fees and expenses of the transaction and for ongoing working capital requirements and general corporate purposes. Borrowings under the Delayed Draw Term A-1 Loans (as defined below) and Delayed Draw Term A-2 Loans (as defined below) were drawn on October 31, 2024 and used to finance the purchase price of the Acquisition discussed in “Note 3 — Acquisition.”

The 2024 Credit Agreement provides for: (i) Initial Term A-1 Loans in an initial aggregate principal amount of $162,000 (the “Initial Term A-1 Loans”), (ii) Delayed Draw Term A-1 Loans in an initial aggregate principal amount of $189,000 (the “Delayed Draw Term A-1 Loans” and, together with the Initial Term A-1 Loans, the “Term A-1 Loans”), (iii) Initial Term A-2 Loans in an initial aggregate principal amount of $138,000 (the “Initial Term A-2 Loans”), (iv) Delayed Draw Term A-2 Loans in an initial aggregate principal amount of $161,000 (the “Delayed Draw Term A-2 Loans” and, together with the Initial Term A-2 Loans, the “Term A-2 Loans”), and (v) Revolving Credit Commitments in an initial aggregate principal amount of $310,000 (the “Revolving Credit Commitments” and, together with the Term A-1 Loans and Term A-2 Loans, the “2024 Credit Facilities”). The 2024 Credit Facilities mature in July 2029 in the case of the Term A-1 Loans and the Revolving Credit Commitments and in July 2031 in the case of the Term A-2 Loans.

Borrowings under the 2024 Credit Facilities bear interest at rates based on the ratio of the Company and its subsidiaries’ net consolidated indebtedness to the Company and its subsidiaries’ consolidated EBITDA (the “Net Leverage Ratio”). The interest rates per annum for loans under the 2024 Credit Facilities are based on a fluctuating rate of interest as selected by the Company plus an applicable rate as set forth in the table below:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Revolving Credit and Term A-1 Loans | ​ | Term A-2 Loans
Net Leverage Ratio | ​ | Base rate | SOFR | ​ | Base rate | SOFR
≥ 4.00:1.00 |  | 1.75 | % | 2.75 | % |  | 2.25 | % | 3.25 | %
≥ 3.50:1.00 and < 4.00:1.00 | ​ | 1.50 | % | 2.50 | % | ​ | 2.00 | % | 3.00 | %
≥ 2.25:1.00 and < 3.50:1.00 | ​ | 1.25 | % | 2.25 | % | ​ | 1.75 | % | 2.75 | %
< 2.25:1.00 | ​ | 1.00 | % | 2.00 | % | ​ | 1.50 | % | 2.50 | %

The Company may receive patronage from the lenders providing the Term A-2 Loans, to the extent eligible under such lender’s patronage program, as determined by such lender in its sole discretion.

Pursuant to the terms of the 2024 Credit Agreement, the 2024 Credit Facilities are subject to various covenants that, among other things and subject to the permitted exceptions described therein, restrict us and our subsidiaries with respect to: (i) incurring additional debt; (ii) making certain restricted payments or making optional redemptions of other indebtedness; (iii) making investments or acquiring assets; (iv) disposing of assets (other than in the ordinary course of business); (v) creating any liens on our assets; (vi) entering into transactions with affiliates; (vii) entering into merger or consolidation transactions; and (viii) creating guarantee obligations; provided, however, that we are permitted to pay distributions to stockholders out of available cash subject to certain annual limitations and a quarterly maximum Net Leverage Ratio of 4.0x and so long as no default or event of default under the 2024 Credit Facilities shall have occurred and be continuing at the time such distribution is declared. Indebtedness under the 2024 Credit Facilities is collateralized by a first priority lien on substantially all assets of Phibro and certain of our domestic subsidiaries. The 2024 Credit Agreement contains an acceleration clause should an Event of Default (as defined therein) occur.

​

16

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The 2024 Credit Agreement requires, among other things, compliance with financial covenants regarding: (i) a maximum Net Leverage Ratio and (ii) a minimum interest coverage ratio, each calculated on a trailing four-quarter basis, as follows:

​

​ | ​ | ​ | ​
Period | maximum Net Leverage Ratio | ​ | minimum interest coverage ratio
Prior to October 31, 2024 | 4.00:1.00 | ​ | 3.00:1.00
First fiscal quarter ending after October 31, 2024 through January 3, 2026 | 4.75:1.00 | ​ | 2.50:1.00
After January 3, 2026 to January 3, 2027 | 4.50:1.00 | ​ | 2.75:1.00
After January 3, 2027 to January 3, 2028 | 4.25:1.00 | ​ | 3.00:1.00
After January 3, 2028 | 4.00:1.00 | ​ | 3.00:1.00

As of September 30, 2025, we were in compliance with the financial covenants of the 2024 Credit Agreement.

For the three months ended September 30, 2024, we paid $10,377 in lender and other fees related to the 2024 Credit Facilities, which are being amortized to interest expense through the maturity dates of the 2024 Credit Facilities. The payment of these debt issuance costs is reflected within the financing activities section of the consolidated statements of cash flows.

​

As of September 30, 2025, we had $115,000 in borrowings drawn under the 2024 Revolver and had outstanding letters of credit of $2,853, leaving $192,147 available for further borrowings and letters of credit under the 2024 Revolver, subject to restrictions in our 2024 Credit Facilities. We obtain letters of credit in connection with certain regulatory and insurance obligations, inventory purchases and other contractual obligations. The terms of these letters of credit are all less than one year.

​

Debt Balances and Interest Rate Information

Long-Term Debt Balances

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | September 30, | ​ | June 30,
As of | ​ | 2025 | ​ | 2025
Term A-1 Loans due July 2029 | ​ | $ | 342,394 | ​ | $ | 344,588
Term A-2 Loans due July 2031 | ​ | ​ | 291,669 | ​ | ​ | 293,537
Gross term loan balances | ​ |  | 634,063 | ​ |  | 638,125
Unamortized debt issuance costs | ​ |  | (6,101) | ​ |  | (6,440)
Term loan balances, net of unamortized debt issuance costs | ​ |  | 627,962 | ​ |  | 631,685
Less: current maturities of long-term debt | ​ |  | (18,444) | ​ |  | (16,250)
Long-term debt | ​ | $ | 609,518 | ​ | $ | 615,435

​

17

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Interest Rates

Interest rates as of the balance sheet dates and the weighted-average rates for the periods presented were:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | ​ | ​ | ​ | Three Months
​ | ​ | September 30, | June 30, | ​ | Ended September 30,
​ | ​ | 2025 | 2025 | ​ | 2025 | ​ | 2024 | ​
Revolving Credit Facility |  | 5.89 | % | 5.89 | % |  | 5.89 | % | 7.24 | %
Initial Term A-1 Loan due July 2029 | ​ | 5.45 | % | 5.45 | % | ​ | 5.45 | % | 3.01 | %
Initial Term A-2 Loan due July 2031 | ​ | 6.39 | % | 6.39 | % | ​ | 6.39 | % | 3.51 | %
Delayed Draw Term A-1 Loan due July 2029 | ​ | 6.43 | % | 6.50 | % | ​ | 6.39 | % | — | %
Delayed Draw Term A-2 Loan due July 2031 | ​ | 6.99 | % | 7.20 | % | ​ | 7.07 | % | — | %

Interest rates as of the balance sheet dates are based on rates in effect as of those dates, including SOFR fluctuating rates of interest, applicable rates and the interest rate swap agreements.

In September 2024, we entered into an interest rate swap agreement on $150,000 of notional principal that effectively converts the floating SOFR portion of our interest obligation on that amount of debt issued under the 2024 Credit Facilities to a fixed rate of 3.18% through September 2029.

In March 2025, we entered into an interest rate swap agreement on $275,000 of notional principal that effectively converts the floating SOFR portion of our interest obligation on that amount of debt issued under the 2024 Credit Facilities to a fixed rate of 3.64% through February 2030.

In March 2025, we entered into a forward-starting interest rate collar agreement on $250,000 of notional principal that effectively puts a floor of 1.99% and a cap of 4.75% on the floating SOFR portion of our interest obligation on that amount of debt issued under the 2024 Credit Facilities. The individual option contracts of the collar mature monthly beginning July 2025 and through June 2026.

In addition, we were party to an interest rate swap of agreement on $300,000 of notional principal that effectively converted the floating SOFR portion of our interest obligation on that amount of debt to a fixed rate of 0.51% through June 2025 as a hedge against our existing variable rate debt issued under the 2024 Credit Facilities. This swap agreement expired on June 30, 2025.

We designated the interest rate swaps and interest rate collar as highly effective cash flow hedges. For additional details, see “Note 10 — Derivatives.”

​

7. Related Party Transactions

Certain relatives of Jack C. Bendheim, our Chairman, President and Chief Executive Officer, provided services to the Company as employees or consultants and received aggregate compensation and benefits of approximately $1,198 and $781 during the three months ended September 30, 2025 and 2024, respectively. Mr. Bendheim has sole authority to vote shares of our stock owned by BFI Co., LLC, an investment vehicle of the Bendheim family.

​

​

18

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

8. Stock Incentive Plan

Restricted Stock Units

On August 1, 2025, the Company, granted 113,847 time-based restricted stock units (“RSUs”) with a grant date fair value of $25.19 to certain senior-level employees pursuant to the Company’s Incentive Plan. Each RSU represents the right to receive a share of our common stock upon vesting. These RSUs vest in three equal annual amounts on each anniversary of August 1, 2025, subject to continued employment through the applicable vesting date.

In fiscal 2024, our Board of Directors approved grants of 600,000 RSUs to certain officers of the Company, pursuant to the Company’s Incentive Plan and the RSU award agreements. Certain of these RSUs are subject to time-based vesting and certain RSUs are subject to performance-based vesting contingent upon the achievement of certain stock price targets.

The fair value of time-based RSUs is equal to the closing market price of the underlying common stock on the grant date, less the present value of expected dividends over the vesting period. A Monte Carlo simulation model was used to determine the grant date fair value of the performance-based RSUs. We recognize stock-based compensation expense for the RSUs on a straight-line basis over the vesting periods.

Stock-based compensation expense related to the RSUs was $339 and $179 for the three months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, there was $4,601 of unrecognized compensation expense related to the RSUs, which will be recognized over a weighted average period of 2.9 years. As of September 30, 2025, 683,847 RSUs with a weighted average grant date fair value of $8.52 remain unvested.

9. Commitments and Contingencies

Environmental

Our operations and properties are subject to extensive federal, state, local and foreign laws and regulations, including those governing pollution; protection of the environment; the use, management, and release of hazardous materials, substances and wastes; air emissions; greenhouse gas emissions; water use, supply and discharges; the investigation and remediation of contamination; the manufacture, distribution, and sale of regulated materials, including pesticides; the importing, exporting and transportation of products; and the health and safety of our employees (collectively, “Environmental Laws”). As such, the nature of our current and former operations exposes us to the risk of claims with respect to such matters, including fines, penalties, and remediation obligations that may be imposed by regulatory authorities. Under certain circumstances, we might be required to curtail operations until a particular problem is remedied. Known costs and expenses under Environmental Laws incidental to ongoing operations, including the cost of litigation proceedings relating to environmental matters, are included within operating results. Potential costs and expenses may also be incurred in connection with the repair or upgrade of facilities to meet existing or new requirements under Environmental Laws or to investigate or remediate potential or actual contamination, and from time to time we establish reserves for such contemplated investigation and remediation costs. In many instances, the ultimate costs under Environmental Laws and the period during which such costs are likely to be incurred are difficult to predict.

While we believe that our operations are currently in material compliance with Environmental Laws, we have, from time to time, received notices of violation from governmental authorities, and have been involved in civil or criminal action for such violations. Additionally, at various sites, our subsidiaries are engaged in continuing investigation, remediation and/or monitoring efforts to address contamination associated with historic operations of the sites. We devote considerable resources to complying with Environmental Laws and managing environmental liabilities. We have developed programs to identify requirements under and maintain compliance with Environmental Laws; however, we cannot predict with certainty the effect of increased and more stringent regulation on our operations, future capital expenditure requirements, or the cost of compliance.

The nature of our current and former operations exposes us to the risk of claims with respect to environmental matters and we cannot assure we will not incur material costs and liabilities in connection with such claims. Based on our experience, we believe that the future cost of compliance with existing Environmental Laws, and liabilities for known environmental claims pursuant to such Environmental Laws, will not have a material adverse effect on our financial position, results of operations, cash flows or liquidity.

19

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Based upon information available, to the extent such costs can be estimated with reasonable certainty, we estimated the cost for further investigation and remediation of identified soil and groundwater problems at operating sites, closed sites and third-party sites, and closure costs for closed sites to be approximately $4,290 and $4,292 at September 30, 2025 and June 30, 2025, respectively, which is included in current and long-term liabilities on the consolidated balance sheets. However, future events, such as new information, changes in existing Environmental Laws or their interpretation, and more vigorous enforcement policies of regulatory agencies, may give rise to additional expenditures or liabilities that could be material. For all purposes of the discussion under this caption and elsewhere in this report, it should be noted that we take and have taken the position that neither PAHC nor any of our subsidiaries are liable for environmental or other claims made against one or more of our other subsidiaries or for which any of such other subsidiaries may ultimately be responsible.

Claims and Litigation

PAHC and its subsidiaries are party to various claims and lawsuits arising out of the normal course of business including product liabilities, payment disputes and governmental regulation. Certain of these actions seek damages in various amounts. In many cases, such claims are covered by insurance. We believe that none of the claims or pending lawsuits, either individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, cash flows or liquidity.

10. Derivatives

We monitor our exposure to foreign currency exchange rates and interest rates and from time-to-time use derivatives to manage certain of these risks. We designate derivatives as a hedge of a forecasted transaction or of the variability of the cash flows to be received or paid in the future related to a recognized asset or liability (cash flow hedge). All changes in the fair value of a highly effective cash flow hedge are recorded in accumulated other comprehensive income (loss).

We routinely assess whether the derivatives used to hedge transactions are effective. If we determine that a derivative ceases to be an effective hedge, we discontinue hedge accounting in the period of the assessment for that derivative, and immediately recognize any unrealized gains or losses related to the fair value of that derivative in the consolidated statements of operations.

We record derivatives at fair value in the consolidated balance sheets. For additional details regarding fair value, see “Note 11— Fair Value Measurements.”

In September 2024, we entered into an interest rate swap agreement on $150,000 of notional principal that effectively converts the floating SOFR portion of our interest obligation on that amount of debt issued under the 2024 Credit Facilities to a fixed rate of 3.18% through September 2029.

In March 2025, we entered into an interest rate swap agreement on $275,000 of notional principal that effectively converts the floating SOFR portion of our interest obligation on that amount of debt issued under the 2024 Credit Facilities to a fixed rate of 3.64% through February 2030.

In March 2025, we entered into a forward-starting interest rate collar agreement on $250,000 of notional principal that effectively puts a floor of 1.99% and a cap of 4.75% on the floating SOFR portion of our interest obligation on that amount of debt issued under the 2024 Credit Facilities. The individual option contracts of the collar mature monthly beginning July 2025 and through June 2026. As of September 30, 2025, the fair value of the interest rate collar was de minimis.

We were a party to an interest rate swap agreement on $300,000 of notional principal that effectively converted the floating SOFR portion of our interest obligation to a fixed rate of 0.51% through June 2025. This agreement expired on June 30, 2025.

We have designated the interest rate swaps and interest rate collar as highly effective cash flow hedges.

We are a party to foreign currency option contracts used to hedge cash flows related to monthly inventory purchases. The individual option contracts mature monthly through June 2026. The forecasted inventory purchases were probable of occurring, and the individual option contracts were designated as highly effective cash flow hedges.

​

20

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The consolidated balance sheet includes the net fair values of our outstanding foreign currency option contracts within the respective line items, based on the net financial position and maturity date of the individual contracts. The consolidated balance sheet includes the net fair values of our outstanding interest rate swaps within the respective balance sheet line items, based on the expected timing of the cash flows. The consolidated balance sheet includes assets and liabilities for the fair values of outstanding derivatives that are designated and effective as cash flow hedges as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | June 30,
As of |  | 2025 |  | 2025
Other current assets |  | ​ |  |  | ​ |
Interest rate swaps | ​ | $ | 619 | ​ | $ | 1,442
Other assets | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps | ​ | ​ | 42 | ​ | ​ | 89
Accrued expense and other current liabilities | ​ |  | ​ | ​ |  | ​
Foreign currency option contracts, net | ​ |  | (6) | ​ |  | —
Interest rate swap | ​ |  | (110) | ​ |  | —
Other liabilities | ​ | ​ | ​ | ​ | ​ | ​
Interest rate swaps | ​ | ​ | (3,704) | ​ | ​ | (3,885)
Total Fair Value | ​ |  | ​ | ​ |  | ​
Foreign currency option contracts, net | ​ | $ | (6) | ​ | $ | —
Interest rate swaps | ​ | $ | (3,153) | ​ | $ | (2,354)

​

Notional amounts of the derivatives as of the balance sheet date were:

​

​ | ​ | ​ | ​
​ | ​ | September 30,
As of |  | 2025
Interest rate swaps | ​ | $ | 425,000
Interest rate collar | ​ | $ | 250,000
Brazil Real-USD call options | ​ | R$ | 27,000
Brazil Real-USD put options | ​ | R$ | (27,000)

​

The consolidated statements of operations and statements of comprehensive income for the periods ended September 30, 2025 and 2024 included the effects of derivatives as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months
For the Periods Ended September 30 | ​ | 2025 |  | 2024
Foreign currency option contracts, net |  | ​ |  |  | ​ |
Income recorded in consolidated statements of operations | ​ | $ | (20) | ​ | $ | (510)
Consolidated statement of operations - total cost of goods sold | ​ | $ | 244,110 | ​ | $ | 176,937
Consolidated statement of operations - total selling, general and administrative expenses | ​ | $ | 68,523 | ​ | $ | 65,796
Expense (income) recorded in comprehensive income | ​ | $ | 6 | ​ | $ | (137)
Interest rate swaps | ​ |  | ​ | ​ |  | ​
Income recorded in consolidated statements of operations | ​ | $ | (938) | ​ | $ | (3,900)
Consolidated statement of operations - total interest expense, net | ​ | $ | 12,059 | ​ | $ | 7,641
Expense recorded in comprehensive income | ​ | $ | 799 | ​ | $ | 4,985

​

We recognize gains and losses related to foreign currency derivatives as a component of cost of goods sold at the time the hedged item is sold.

​

​

​

21

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

11. Fair Value Measurements

Cash Equivalents

Our cash equivalents consist of time deposits with an original maturity of less than three months held at financial institutions. We consider the carrying amounts of these current assets to be recorded at their fair value because of the current nature of these items.

Short-term Investments

Our short-term investments consist of cash deposits with original maturity of greater than three months, but no greater than twelve months, held at financial institutions. We consider the carrying amounts of these current assets to be recorded at their fair value because of the current nature of these items.

Current Assets and Liabilities

We consider the carrying amounts of current assets and current liabilities to be representative of their fair value because of the current nature of these items.

Debt

We record debt, including term loans and revolver balances, at amortized cost in our consolidated financial statements. We believe the carrying value of the debt is approximately equal to its fair value, due to the variable nature of the instruments and our evaluation of estimated market prices.

Derivatives

We determine the fair value of derivative instruments based upon pricing models using observable market inputs for these types of financial instruments, such as spot and forward currency translation rates.

Non-financial Assets

Our non-financial assets, which primarily consist of goodwill, other intangible assets, property and equipment, and lease-related right-of-use (“ROU”) assets, are not required to be measured at fair value on a recurring basis, and instead are reported at carrying value in the consolidated balance sheet. Assets and liabilities may be required to be measured at fair value on a non-recurring basis, either upon initial recognition or for subsequent accounting or reporting, including the initial recognition of net assets acquired in a business combination. These fair value measurements involve unobservable inputs that reflect estimates and assumptions that represent Level 3 inputs.

Fair Value of Assets (Liabilities)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
As of | ​ | September 30, 2025 | ​ | June 30, 2025
​ |  | Level 1 |  | Level 2 |  | Level 3 |  | Level 1 |  | Level 2 |  | Level 3
Cash equivalents | ​ | $ | 10,000 | ​ | $ | — | ​ | $ | — | ​ | $ | 12,000 | ​ | $ | — | ​ | $ | —
Short-term investments | ​ | $ | 12,504 | ​ | $ | — | ​ | $ | — | ​ | $ | 9,000 | ​ | $ | — | ​ | $ | —
Foreign currency derivatives | ​ | $ | — | ​ | $ | (6) | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | —
Interest rate swaps | ​ | $ | — | ​ | $ | (3,153) | ​ | $ | — | ​ | $ | — | ​ | $ | (2,354) | ​ | $ | —

​

There were no transfers between levels during the periods presented.

​

​

​

​

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

12. Business Segments

We evaluate performance and allocate resources based on the Animal Health, Mineral Nutrition and Performance Products reporting segments. The Chief Executive Officer is the chief operating decision-maker (“CODM”) for the Company. We evaluate performance of our segments based on Adjusted EBITDA. Included in the segment Adjusted EBITDA analyses provided to the CODM is information on segment cost of sales and selling, general and administrative expenses. There are no other significant segment expense categories regularly provided to the CODM.

We calculate Adjusted EBITDA as net income plus (a) interest expense, net, (b) provision for income taxes or less benefit for income taxes, (c) depreciation and amortization, (d) other non-operating expense or less other income, as separately reported on our consolidated statements of operations, including foreign currency (gains) losses, net and (e) certain items that we consider to be unusual, non-operational or non-recurring. However, some of these items may not be applicable to the calculation of Adjusted EBITDA for our segments, as we do not typically include interest, other non-operating items, or income tax-related items in our segment results.

Certain of our costs and assets are not directly attributable to a segment or segments, and we refer to these items as Corporate. We do not allocate Corporate costs or assets to the other segments because they are not used to evaluate the segments’ operating results or financial position. Corporate costs include certain costs related to executive management, information technology, legal, finance, human resources and business development. The accounting policies of our segments are the same as those described in the summary of significant accounting policies included in Note 2 — Summary of Significant Accounting Policies and New Accounting Standards included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

For all segments, the CODM uses segment Adjusted EBITDA in the annual budgeting and quarterly forecasting process and considers budget-to-actual and current period to prior period variances to evaluate performance and allocate resources for each segment.

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months
For the Periods Ended September 30 |  | 2025 |  | 2024
Net sales |  |  |  |  |  |
Animal Health | ​ | $ | 283,456 | ​ | $ | 182,523
Mineral Nutrition | ​ |  | 62,988 | ​ |  | 59,062
Performance Products | ​ |  | 17,449 | ​ |  | 18,847
Total segments | ​ | $ | 363,893 | ​ | $ | 260,432

​

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months
For the Periods Ended September 30 |  | 2025 | ​ | 2024
Animal Health | ​ | ​ | ​ | ​ | ​ | ​
Net sales |  | $ | 283,456 | ​ | $ | 182,523
Cost of sales | ​ | ​ | 172,872 | ​ | ​ | 108,239
Selling, general and administrative expenses (1) | ​ | ​ | 47,251 | ​ | ​ | 41,562
Add: Depreciation and amortization | ​ | ​ | 11,599 | ​ | ​ | 7,663
Add: Acquisition-related cost of goods sold (2) | ​ | ​ | 1,117 | ​ | ​ | —
Subtract: Insurance proceeds (4) | ​ | ​ | (1,177) | ​ | ​ | —
Adjusted EBITDA | ​ | ​ | 74,872 | ​ | ​ | 40,385
​ | ​ | ​ | ​ | ​ | ​ | ​
Mineral Nutrition | ​ | ​ | ​ | ​ | ​ | ​
Net sales |  | ​ | 62,988 | ​ | ​ | 59,062
Cost of sales | ​ | ​ | 57,284 | ​ | ​ | 53,887
Selling, general and administrative expenses (1) | ​ | ​ | 1,715 | ​ | ​ | 1,929
Add: Depreciation and amortization | ​ | ​ | 534 | ​ | ​ | 516
Adjusted EBITDA | ​ | ​ | 4,523 | ​ | ​ | 3,762
​ | ​ | ​ | ​ | ​ | ​ | ​
Performance Products | ​ | ​ | ​ | ​ | ​ | ​
Net sales |  | ​ | 17,449 | ​ | ​ | 18,847
Cost of sales | ​ | ​ | 13,954 | ​ | ​ | 14,818
Selling, general and administrative expenses (1) | ​ | ​ | 2,118 | ​ | ​ | 2,074
Add: Depreciation and amortization | ​ | ​ | 226 | ​ | ​ | 333
Adjusted EBITDA | ​ | ​ | 1,603 | ​ | ​ | 2,288
​ | ​ | ​ | ​ | ​ | ​ | ​
Adjusted EBITDA – Total segments | ​ | $ | 80,998 | ​ | $ | 46,435
Reconciliation of Adjusted EBITDA to income before income taxes: | ​ | ​ | ​ | ​ | ​ | ​
Less: | ​ | ​ | ​ | ​ | ​ | ​
Interest expense, net | ​ |  | 12,059 | ​ |  | 7,641
Depreciation and amortization – Total segments | ​ |  | 12,359 | ​ |  | 8,512
Depreciation and amortization – Corporate | ​ |  | 471 | ​ |  | 492
Corporate costs | ​ | ​ | 19,140 | ​ | ​ | 15,779
Acquisition-related cost of goods sold | ​ |  | 1,117 | ​ |  | —
Acquisition-related transaction costs | ​ |  | 258 | ​ |  | 3,424
Stock-based compensation expense - named executive officer awards granted in fiscal year 2024 | ​ |  | 179 | ​ |  | 179
Phibro Forward income growth initiatives implementation costs - SG&A (3) | ​ | ​ | — | ​ | ​ | 350
Insurance proceeds (4) | ​ | ​ | (3,786) | ​ | ​ | —
Foreign currency losses, net | ​ |  | 2,934 | ​ |  | 438
Income before income taxes | ​ | $ | 36,267 | ​ | $ | 9,620

​

| (1) | Selling, general, and administrative expenses primarily include compensation-related expenses for employees not directly involved in the production and sale of inventory, rent expenses, research and development costs, marketing expenses, and other general and administrative expenses.

| (2) | Represents cost of goods sold related to the stepped-up value of inventory obtained in acquisitions.

| (3) | Phibro Forward is a company-wide initiative focused on unlocking additional areas of revenue growth and cost savings.

| (4) | Represents insurance settlement gains, which are recorded within selling, general and administrative expenses.

​

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

​

The geographic location of property, plant and equipment, net and ROU operating lease assets was:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | September 30, | ​ | June 30,
As of |  | 2025 |  | 2025
Property, plant and equipment, net and ROU operating lease assets |  | ​ |  |  | ​ |
United States | ​ | $ | 238,006 | ​ | $ | 239,874
Israel | ​ |  | 74,069 | ​ |  | 74,403
Brazil | ​ |  | 35,394 | ​ |  | 34,504
Ireland | ​ | ​ | 25,399 | ​ | ​ | 25,141
Other | ​ |  | 22,058 | ​ |  | 22,107
​ | ​ | $ | 394,926 | ​ | $ | 396,029

Asset information is not provided for reportable segments in the information regularly provided to the CODM. Accordingly, such information is not disclosed in this footnote.

​

​

​

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​

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Our management’s discussion and analysis of financial condition and results of operations (“MD&A”) is provided to assist readers in understanding our performance, as reflected in the results of our operations, our financial condition and our cash flows. The following discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and cash flows as of and for the periods presented. This MD&A should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Our future results could differ materially from our historical performance as a result of various factors such as those discussed in “Risk Factors” in Item 1A of our Annual Report and “Forward-Looking Statements.”

Overview of our business

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, 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.

Acquisition

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 $288.7 million to our overall net sales, of which $80.5 million was recorded in the three months ended September 30, 2025. 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.

2024 Credit Agreement

In July 2024, we entered into a Credit Agreement (the “2024 Credit Agreement”) with a group of lenders. Initial borrowings were used to refinance all our outstanding debt, to pay fees and expenses of the transaction, and for ongoing working capital requirements and general corporate purposes. Borrowings under the Delayed Draw Term A-1 and A-2 Loans were used to finance the purchase price of the Acquisition. See “Notes to Consolidated Financial Statements — Debt — 2024 Credit Agreement” for additional information.

Armed Conflicts

Israel and Hamas

Since the October 2023 attack on Israel by Hamas, there have been prolonged hostilities along Israel’s northern border with Lebanon (with the Hezbollah terror organization) and southern border (with the Houthi movement in Yemen), as well as hostilities with Iran. Although a ceasefire recently went into effect between Israel and Hamas, the situation remains fluid. The possibility of success for the ceasefire agreement between Israel and Hamas and general de-escalation of tensions in the regions remain uncertain and difficult to predict and, until resolved, may continue to cause conflict in the region.

​

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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 September 30, 2025, we had approximately 500 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, we have confidence in our ability to meet our supply commitment to customers and maintain sufficient inventory to continue regional support. While the situation surrounding the ongoing conflict remains fluid, our operations in Israel have navigated numerous challenging situations over the years.

The resumption, prolonged continuation or escalation of this conflict may trigger bans, economic and other sanctions, as well as broader military conflict, which could include neighboring nations and their respective allies. The potential impact of the current conflict, 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 September 30, 2025, and 17% of our consolidated net sales, for the three months ended September 30, 2025.

Russia and Ukraine

In response to the armed conflict between Russia and Ukraine that began in February 2022, we and our employees have provided support to Ukraine in the form of monetary donations, free products and humanitarian services. Our limited intent for the Russian market is to continue to provide medicines and vaccines, and related regulatory and technical support, to help existing customers combat disease challenges in the production of food animals on their farms. We have no production or direct distribution operations and no planned investments in Russia.

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 September 30, 2025 represented approximately 1% of consolidated net sales.

We cannot know if the conflict could escalate and result in broader economic and security concerns that could adversely affect our business, financial condition, or results of operations.

Macroeconomic developments

​

Macroeconomic developments, such as adverse economic conditions worldwide, international conflicts, or efforts of governments to stimulate or stabilize the economy or manage trade disputes, may adversely impact our business. For example, the U.S. government has instituted or proposed changes in trade policies that include the renegotiation or termination of existing trade agreements, the imposition of higher tariffs on imports into the United States, and other government regulations affecting trade between the United States and other countries. These measures could introduce supply chain inefficiencies, challenge current trade agreements with certain nations, and affect the cost and availability of materials critical to our products. Any such tariffs, if and when enacted, and any further legislation or actions taken by the U.S. government that restrict trade, such as additional tariffs, trade barriers, and other protectionist or retaliatory measures could adversely impact our ability to sell products and services in our markets. Countries may, in response to any U.S. actions, adopt retaliatory or other protectionist measures that could further limit our ability to offer our products and services. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope, and nature of the tariffs.

We believe global population growth, the growth of the global middle class and the productivity improvements needed due to limitations of arable land and water supplies have supported and will continue to support growth of the animal health industry.

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Regulatory developments

In April 2016, the Food and Drug Administration (“FDA”) began initial steps to withdraw approval of carbadox (the active ingredient in our Mecadox product) via a regulatory process known as a Notice of Opportunity for Hearing (“NOOH”), due to concerns that certain residues from the product may persist in animal tissues for longer than previously determined. In the years following, Phibro has continued an ongoing process of responding collaboratively and transparently to the FDA’s CVM inquiries and has provided extensive and meticulous research and data that confirmed the safety of carbadox. In July 2020, the FDA announced it would not proceed to a hearing on the scientific concerns raised in the 2016 NOOH, consistent with the normal regulatory procedure, but instead announced that it was withdrawing the 2016 NOOH and issuing a proposed order to review the regulatory method for carbadox. Phibro reiterated the safety of carbadox and the appropriateness of the regulatory method and offered to work with the CVM to generate additional data to support the existing regulatory method or select a suitable alternative regulatory method.

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 September 30, 2025 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.

​

​

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Analysis of the consolidated statements of operations

Summary Results of Operations

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months | ​ | ​
For the Periods Ended September 30 |  | 2025 |  | 2024 |  | Change |  |
​ | ​ | (in thousands, except per share amounts and percentages)
Net sales |  | $ | 363,893 | ​ | $ | 260,432 |  | $ | 103,461 |  | 40 | % | ​
Gross profit | ​ |  | 119,783 | ​ |  | 83,495 | ​ |  | 36,288 | ​ | 43 | % | ​
Selling, general and administrative expenses | ​ |  | 68,523 | ​ |  | 65,796 | ​ |  | 2,727 | ​ | 4 | % | ​
Operating income | ​ |  | 51,260 | ​ |  | 17,699 | ​ |  | 33,561 | ​ | * | % | ​
Interest expense, net | ​ |  | 12,059 | ​ |  | 7,641 | ​ |  | 4,418 | ​ | 58 | % | ​
Foreign currency losses, net | ​ |  | 2,934 | ​ |  | 438 | ​ |  | 2,496 | ​ | * | ​ | ​
Income before income taxes | ​ |  | 36,267 | ​ |  | 9,620 | ​ |  | 26,647 | ​ | * | ​ | ​
Provision for income taxes | ​ |  | 9,740 | ​ |  | 2,645 | ​ |  | 7,095 | ​ | * | ​ | ​
Net income | ​ | $ | 26,527 | ​ | $ | 6,975 | ​ | $ | 19,552 | ​ | * | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income per share | ​ |  |  | ​ |  | ​ | ​ |  | ​ |  | ​ | ​ | ​
Basic | ​ | $ | 0.65 | ​ | $ | 0.17 | ​ | $ | 0.48 | ​ | * | ​ | ​
Diluted | ​ | $ | 0.65 | ​ | $ | 0.17 | ​ | $ | 0.48 | ​ | * | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average number of shares outstanding | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ | ​ | ​ | ​
Basic | ​ |  | 40,534 | ​ |  | 40,504 | ​ |  |  | ​ | ​ | ​ | ​
Diluted | ​ | ​ | 40,877 | ​ | ​ | 40,582 | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Ratio to net sales | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ | ​ | ​ | ​
Gross profit | ​ |  | 32.9 | % |  | 32.1 | % |  |  | ​ | ​ | ​ | ​
Selling, general and administrative expenses | ​ |  | 18.8 | % |  | 25.3 | % |  |  | ​ | ​ | ​ | ​
Operating income | ​ |  | 14.1 | % |  | 6.8 | % |  |  | ​ | ​ | ​ | ​
Income before income taxes | ​ |  | 10.0 | % |  | 3.7 | % |  |  | ​ | ​ | ​ | ​
Net income | ​ |  | 7.3 | % |  | 2.7 | % |  |  | ​ | ​ | ​ | ​
Effective tax rate | ​ |  | 26.9 | % |  | 27.5 | % |  |  | ​ | ​ | ​ | ​

Certain amounts and percentages may reflect rounding adjustments.

* | Calculation not meaningful

Net sales, Adjusted EBITDA and reconciliation of GAAP net income to Adjusted EBITDA

We report Net sales and Adjusted EBITDA by segment to understand the operating performance of each segment. This enables us to monitor changes in net sales, costs and other actionable operating metrics at the segment level. See “—General description of non-GAAP financial measures” for descriptions of EBITDA and Adjusted EBITDA.

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Segment net sales and Adjusted EBITDA:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months | ​ | ​
For the Periods Ended September 30 |  | 2025 |  | 2024 |  | Change |  | ​
Net sales | ​ | (in thousands, except percentages)
MFAs and other | ​ | $ | 195,198 | ​ | $ | 107,844 | ​ | $ | 87,354 |  | 81 | % | ​
Nutritional specialties | ​ |  | 48,151 | ​ |  | 42,649 | ​ |  | 5,502 |  | 13 | % | ​
Vaccines | ​ |  | 40,107 | ​ |  | 32,030 | ​ |  | 8,077 |  | 25 | % | ​
Animal Health | ​ |  | 283,456 | ​ |  | 182,523 | ​ |  | 100,933 |  | 55 | % | ​
Mineral Nutrition | ​ |  | 62,988 | ​ |  | 59,062 | ​ |  | 3,926 |  | 7 | % | ​
Performance Products | ​ |  | 17,449 | ​ |  | 18,847 | ​ |  | (1,398) |  | (7) | % | ​
Total | ​ | $ | 363,893 | ​ | $ | 260,432 | ​ | $ | 103,461 |  | 40 | % | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Adjusted EBITDA | ​ |  |  | ​ |  |  | ​ |  |  |  |  | ​ | ​
Animal Health | ​ | $ | 74,872 | ​ | $ | 40,385 | ​ | $ | 34,487 |  | 85 | % | ​
Mineral Nutrition | ​ |  | 4,523 | ​ |  | 3,762 | ​ |  | 761 |  | 20 | % | ​
Performance Products | ​ |  | 1,603 | ​ |  | 2,288 | ​ |  | (685) |  | (30) | % | ​
Corporate | ​ |  | (19,140) | ​ |  | (15,779) | ​ |  | (3,361) |  | 21 | % | ​
Total | ​ | $ | 61,858 | ​ | $ | 30,656 | ​ | $ | 31,202 |  | * | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Adjusted EBITDA as a percentage of segment net sales | ​ |  |  | ​ |  | ​ | ​ |  |  |  |  | ​ | ​
Animal Health | ​ |  | 26.4 | % |  | 22.1 | % |  |  |  |  | ​ | ​
Mineral Nutrition | ​ |  | 7.2 | % |  | 6.4 | % |  |  |  |  | ​ | ​
Performance Products | ​ |  | 9.2 | % |  | 12.1 | % |  |  |  |  | ​ | ​
Corporate (1) | ​ |  | (5.3) | % |  | (6.1) | % |  |  |  |  | ​ | ​
Total (1) | ​ |  | 17.0 | % |  | 11.8 | % |  |  |  |  | ​ | ​

(1) | Reflects ratio to total net sales

The table below sets forth a reconciliation of net income, as reported under GAAP, to Adjusted EBITDA:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months | ​ | ​
For the Periods Ended September 30 |  | 2025 |  | 2024 |  | Change |  | ​
​ | ​ | (in thousands, except percentages)
Net income | ​ | $ | 26,527 | ​ | $ | 6,975 | ​ | $ | 19,552 | ​ | * | ​ | ​
Interest expense, net | ​ | ​ | 12,059 | ​ | ​ | 7,641 | ​ | ​ | 4,418 | ​ | 58 | % | ​
Provision for income taxes | ​ | ​ | 9,740 | ​ | ​ | 2,645 | ​ | ​ | 7,095 | ​ | * | ​ | ​
Depreciation and amortization | ​ | ​ | 12,830 | ​ | ​ | 9,004 | ​ | ​ | 3,826 | ​ | 42 | % | ​
EBITDA | ​ | ​ | 61,156 | ​ | ​ | 26,265 | ​ | ​ | 34,891 | ​ | * | ​ | ​
Acquisition-related cost of goods sold | ​ | ​ | 1,117 | ​ | ​ | — | ​ | ​ | 1,117 | ​ | * | ​ | ​
Acquisition-related other | ​ | ​ | 258 | ​ | ​ | 3,424 | ​ | ​ | (3,166) | ​ | (92) | % | ​
Phibro Forward income growth initiatives - SG&A (1) | ​ | ​ | — | ​ | ​ | 350 | ​ | ​ | (350) | ​ | * | ​ | ​
Stock-based compensation expense - named executive officer awards granted in fiscal year 2024 | ​ | ​ | 179 | ​ | ​ | 179 | ​ | ​ | — |  | — | % | ​
Insurance proceeds | ​ | ​ | (3,786) | ​ | ​ | — | ​ | ​ | (3,786) | ​ | * | ​ | ​
Foreign currency losses, net | ​ | ​ | 2,934 |  | ​ | 438 |  | ​ | 2,496 |  | * | ​ | ​
Adjusted EBITDA | ​ | $ | 61,858 | ​ | $ | 30,656 | ​ | $ | 31,202 |  | * | ​ | ​

(1) | Phibro Forward is a company-wide initiative focused on unlocking additional areas of revenue growth and cost savings.

Certain amounts may reflect rounding adjustments.

* Calculation not meaningful

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Comparison of three months ended September 30, 2025 and 2024

Net sales

Net sales of $363.9 million for the three months ended September 30, 2025, increased $103.5 million, or 40%, as compared to the three months ended September 30, 2024. Animal Health increased $100.9 million, Mineral Nutrition increased $3.9 million and Performance Products decreased $1.4 million.

Animal Health

Net sales of $283.5 million for the three months ended September 30, 2025, increased $100.9 million, or 55%. Net sales of MFAs and other increased $87.4 million, or 81%, due to incremental revenues of $80.5 million from the MFA portfolio acquired on October 31, 2024 and increased demand for certain of our MFAs in North and South America.

Net sales of nutritional specialty products increased $5.5 million, or 13%, primarily due to increased North American demand for dairy and higher sales of microbial products.

Net sales of vaccines increased $8.1 million, or 25%, primarily due to continued growth of poultry products in Latin America, plus an increase in international demand.

Mineral Nutrition

Net sales of $63.0 million for the three months ended September 30, 2025, increased $3.9 million, or 7%, primarily due to an increase in demand for copper and trace minerals.

Performance Products

Net sales of $17.4 million for the three months ended September 30, 2025, decreased $1.4 million, or 7%, as a result of lower demand for the ingredients used in personal care products.

Gross profit

Gross profit of $119.8 million for the three months ended September 30, 2025, increased $36.3 million, or 43%, as compared to the three months ended September 30, 2024. Gross margin increased 80 basis points to 32.9% of net sales for the three months ended September 30, 2025, as compared to 32.1% for the three months ended September 30, 2024. Current period gross profit includes $1.1 million for acquisition-related cost of goods sold related to purchase accounting adjustments for the Acquisition. Excluding this purchase accounting item, gross profit increased $37.4 million, or 45%, and increased 110 basis points to 33.2% of net sales due to increased sales, favorable product mix, and an increase in average selling prices, partially offset by higher input and distribution costs.

Animal Health gross profit, excluding the purchase accounting item discussed above, increased $37.4 million due to higher sales volume, favorable product mix, and an increase in average selling prices, partially offset by higher input and distribution costs. Mineral Nutrition gross profit increased $0.5 million, driven by favorable product mix. Performance Products gross profit decreased $0.5 million primarily as a result of lower demand.
Selling, general and administrative expenses

Selling, general and administrative expenses (“SG&A”) of $68.5 million for the three months ended September 30, 2025, increased $2.7 million, or 4%, as compared to the three months ended September 30, 2024. SG&A for the three months ended September 30, 2025 included $0.3 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, partially offset by $3.7 million of insurance proceeds. SG&A for the three months ended September 30, 2024 included $3.4 million for acquisition-related costs, $0.4 million of costs associated with Phibro Forward income growth initiatives, and $0.2 million of stock-based compensation expense related to awards granted to certain named executive officers in fiscal year 2024. Excluding these items, SG&A increased $10.0 million, or 16%.

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Animal Health SG&A increased $6.9 million, primarily as a result of an increase in employee-related costs, due in part to support business activities related to the Acquisition. Mineral Nutrition SG&A decreased $0.2 million and Performance Products SG&A was comparable to the prior year. Corporate costs increased by $3.3 million due to higher headcount and other employee costs.

Interest expense, net

Interest expense, net of $12.1 million for the three months ended September 30, 2025 increased by $4.4 million, as compared to the three months ended September 30, 2024, due to higher 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.

Foreign currency losses, net

Foreign currency losses, net for the three months ended September 30, 2025, were $2.9 million, as compared to $0.4 million of net losses for the three months ended September 30, 2024. Current year losses were driven by fluctuations in certain currencies relative to the U.S. dollar, most notably in the Argentine Peso and Israeli New Shekel.

Provision for income taxes

​

The provision for income taxes was $9.7 million and $2.6 million for the three months ended September 30, 2025 and 2024, respectively. The effective income tax rate was 26.9% and 27.5% for the three months ended September 30, 2025 and 2024, respectively.

The effective income tax rate in the current year was higher than our federal statutory rate of 21% due to the impact of higher Global Intangible Low-Tax Income tax expense and state and local income taxes. The provision for income taxes in the current year was also impacted by other taxes, primarily driven by a higher level of foreign income.

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, (ii) $3.8 million in insurance proceeds taxed at a lower rate and (iii) certain other charges, including acquisition transaction costs, foreign currency losses, and certain stock-based compensation, which had lower tax benefit rates. The effective income tax rate in the prior year included (i) a $0.3 million expense from changes in uncertain tax positions related to prior years and (ii) certain other charges, including acquisition transaction costs, foreign currency losses, and stock-based compensation, which had lower tax benefit rates. Excluding these items, the effective income tax rate was 25.9% and 22.8% for the three months ended September 30, 2025 and 2024, respectively.

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. The impact of this legislation was immaterial on our consolidated financial statements.

Net income

Net income of $26.5 million for the three months ended September 30, 2025 increased $19.6 million as compared to net income of $7.0 million for the three months ended September 30, 2024. Operating income increased $33.6 million primarily due to higher gross profit. Interest expense, net increased $4.4 million due to higher debt levels associated with the financing of the Acquisition and the expiration of an interest rate swap agreement. Foreign currency losses, net increased by $2.5 million. Income tax expense increased by $7.1 million.

​

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Adjusted net income and adjusted diluted earnings per share

We report adjusted net income and adjusted diluted earnings per share to portray the results of our operations prior to considering certain income statement elements. See “—General description of non-GAAP financial measures” for more information.

A reconciliation of net income, as reported under GAAP, to adjusted net income, is as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months | ​
For the Periods Ended September 30 |  | 2025 |  | 2024 |  | Change |
​ | ​ | ​ | (in thousands, except per share amounts and percentages)
Reconciliation of GAAP Net Income to Adjusted Net Income | ​ |  |  | ​ |  |  | ​ |  |  |  |  |
Net income | ​ | $ | 26,527 | ​ | $ | 6,975 | ​ | $ | 19,552 |  | * | ​
Adjustments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Acquisition-related items, net of income tax (1) | ​ |  | 3,508 | ​ |  | 4,500 | ​ |  | (992) |  | (22) | %
Certain items, net of income tax (1) | ​ | ​ | (2,736) | ​ | ​ | 1,907 | ​ | ​ | (4,643) |  | * | ​
Foreign currency losses, net of income tax (1) | ​ |  | 2,350 | ​ |  | 356 | ​ |  | 1,994 |  | * | ​
Certain income tax items (1) | ​ |  | 198 | ​ |  | 338 | ​ |  | (140) |  | (41) | %
Total adjustments, net of income tax | ​ | ​ | 3,320 | ​ | ​ | 7,101 | ​ | ​ | (3,781) | ​ | (53) | %
Adjusted net income | ​ | $ | 29,847 | ​ | $ | 14,076 | ​ | $ | 15,771 |  | * | ​

​

(1) | See table titled “Items Excluded from Adjusted Net Income” below for further details.

A reconciliation of reported diluted earnings per share, as reported under GAAP, to non-GAAP adjusted diluted EPS is:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months | ​
For the Periods Ended September 30 |  | 2025 |  | 2024 |  | Change |
​ | ​ | ​ | (in thousands, except per share amounts and percentages)
Reconciliation of GAAP diluted EPS to Adjusted diluted EPS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
GAAP EPS, diluted | ​ | $ | 0.65 | ​ | $ | 0.17 | ​ | $ | 0.48 |  | * | ​
Adjustments | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Acquisition-related items, net of income tax | ​ |  | 0.09 | ​ |  | 0.11 | ​ |  | (0.02) |  | (18) | %
Certain items, net of income tax | ​ |  | (0.07) | ​ |  | 0.05 | ​ |  | (0.12) |  | * | ​
Foreign currency losses, net of income tax | ​ |  | 0.06 | ​ |  | 0.01 | ​ |  | 0.05 |  | * | ​
Certain income tax items | ​ |  | — | ​ |  | 0.01 | ​ |  | (0.01) |  | * | ​
Adjustments EPS, diluted | ​ | ​ | 0.08 | ​ | ​ | 0.18 | ​ | ​ | (0.10) | ​ | (56) | %
Adjusted EPS, diluted | ​ | $ | 0.73 | ​ | $ | 0.35 | ​ | $ | 0.38 |  | * | ​

​

​

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Items excluded from adjusted net income consisted of:

​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months
For the Periods Ended September 30 | ​ | 2025 |  | 2024
​ | ​ | (in thousands)
Items Excluded from Adjusted Net Income | ​ | ​ | ​ | ​ | ​ | ​
Acquisition-related items | ​ | ​ | ​ | ​ | ​ | ​
Acquisition-related cost of goods sold | ​ | $ | 1,117 | ​ | $ | —
Acquisition-related depreciation in cost of goods sold (1) | ​ | ​ | 1,600 | ​ | ​ | —
Acquisition-related intangible amortization in cost of goods sold | ​ | ​ | 1,113 | ​ | ​ | 1,651
Acquisition-related intangible amortization in SG&A | ​ | ​ | 596 | ​ |  | 611
Acquisition-related transaction costs in SG&A | ​ | ​ | 258 | ​ |  | 3,424
Acquisition-related items - income taxes | ​ | ​ | (1,176) | ​ | ​ | (1,186)
Total acquisition-related items, net of income taxes | ​ |  | 3,508 | ​ |  | 4,500
​ | ​ | ​ | ​ | ​ | ​ | ​
Certain items | ​ | ​ | ​ | ​ | ​ | ​
Stock-based compensation expense - named executive officer awards granted in fiscal year 2024 | ​ | ​ | 179 | ​ |  | 179
Phibro Forward income growth initiatives - SG&A | ​ | ​ | — | ​ | ​ | 350
Insurance proceeds | ​ | ​ | (3,786) | ​ | ​ | —
Refinancing expense | ​ | ​ | — | ​ | ​ | 1,960
Certain items - income taxes | ​ | ​ | 871 | ​ | ​ | (582)
Total certain items, net of income taxes | ​ | ​ | (2,736) | ​ | ​ | 1,907
​ | ​ | ​ | ​ | ​ | ​ | ​
Foreign currency losses, net | ​ | ​ | ​ | ​ | ​ | ​
Foreign currency losses, net | ​ | ​ | 2,934 | ​ |  | 438
Foreign currency losses, net - income taxes | ​ | ​ | (584) | ​ | ​ | (82)
Total foreign currency losses, net, net of income taxes | ​ | ​ | 2,350 | ​ | ​ | 356
​ | ​ | ​ | ​ | ​ | ​ | ​
Certain income tax items | ​ | ​ | ​ | ​ | ​ | ​
Changes in uncertain tax positions and certain other items | ​ | ​ | 198 | ​ | ​ | 338
Total certain income tax items | ​ | ​ | 198 | ​ | ​ | 338
​ | ​ | ​ | ​ | ​ | ​ | ​
Total adjustments, net of income taxes | ​ | $ | 3,320 | ​ | $ | 7,101

(1) | Represents acquisition-related depreciation associated with the step-up of fair value of the acquired fixed assets.

​
Analysis of financial condition, liquidity and capital resources

Net increase (decrease) in cash and cash equivalents was as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months
For the Periods Ended September 30 |  | 2025 |  | 2024 |  | Change
​ | ​ | (in thousands)
Cash provided (used) by: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Operating activities | ​ | $ | 9,302 | ​ | $ | 12,622 | ​ | $ | (3,320)
Investing activities | ​ |  | (21,014) | ​ |  | (2,930) | ​ |  | (18,084)
Financing activities | ​ |  | 16,335 | ​ |  | (29,197) | ​ |  | 45,532
Effect of exchange-rate changes on cash and cash equivalents | ​ |  | 107 | ​ |  | 729 | ​ |  | (622)
Net increase (decrease) in cash and cash equivalents | ​ | $ | 4,730 | ​ | $ | (18,776) | ​ | $ | 23,506

Certain amounts may reflect rounding adjustments.

​

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Operating activities

Operating activities provided $9.3 million of net cash for the three months ended September 30, 2025. Cash provided by net income, adjusted for the non-cash items, including depreciation and amortization, was $42.8 million. Cash used in the ordinary course of business from changes in operating assets and liabilities was $33.5 million. Accounts receivable provided $11.4 million of cash due to the timing of collection of sales proceeds. Inventories used $26.2 million of cash due to increased quantities on hand due to timing of inventory purchases and forecasted future demand. Accounts payable used $4.6 million of cash due to timing of purchases and payments. Accrued expenses and other liabilities used cash of $13.7 million, primarily due to incentive compensation payments.

Investing activities

Investing activities used $21.0 million of net cash for the three months ended September 30, 2025. Capital expenditures were $13.8 million, as we continued to invest in expanding production capacity and productivity improvements. Purchases of our short-term investments used $12.5 million in cash, and maturities of our short-term investments provided $9.0 million in cash. Investing activities for the three months ended September 30, 2025 included funding of $5.0 million of investments and loans for strategic partnerships and the receipt of proceeds of $1.6 million from a corporate-owned life insurance policy.

Financing activities

Financing activities provided $16.3 million of net cash for the three months ended September 30, 2025. Net revolver borrowings on our credit facility provided $28.0 million in cash. We paid $4.9 million in dividends to holders of our Class A common stock and Class B common stock. We also paid $4.1 million in scheduled quarterly principal payments on long-term debt and $2.7 million in financed insurance premiums during the three months ended September 30, 2025.

Liquidity and capital resources

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) 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.

Certain relevant measures of our liquidity and capital resources are as follows:

​

​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | September 30, |  | June 30,
As of |  | 2025 |  | 2025
​ | ​ | (in thousands, except ratios)
Cash and cash equivalents and short-term investments | ​ | $ | 85,273 | ​ | $ | 77,039
Working capital | ​ |  | 498,831 | ​ |  | 456,344
Ratio of current assets to current liabilities | ​ |  | 2.98:1 | ​ |  | 2.65:1

​

We define working capital as total current assets (excluding cash and cash equivalents and short-term investments) less total current liabilities (excluding current portion of long-term debt). We calculate the ratio of current assets to current liabilities based on this definition.

As of September 30, 2025, we had $115.0 million in outstanding borrowings under the 2024 Revolver and had outstanding letters of credit and other commitments of $2.9 million, leaving $192.1 million available for further borrowings and letters of credit, subject to restrictions in our 2024 Credit Facilities.

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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 November 4, 2025, 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 December 17, 2025, to stockholders of record at the close of business on November 26, 2025. 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 September 30, 2025, our cash and cash equivalents and short-term investments included $84.6 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.

Contractual obligations

As of September 30, 2025, there were no material changes in payments due under contractual obligations from those disclosed in the Annual Report.

Off-balance sheet arrangements

We do not currently use off-balance sheet arrangements for the purpose of credit enhancement, hedging transactions, investment or other financial purposes.

In the ordinary course of business, we may indemnify our counterparties against certain liabilities that may arise. These indemnifications typically pertain to environmental matters. If the indemnified party were to make a successful claim pursuant to the terms of the indemnification, we would be required to reimburse the loss. These indemnifications generally are subject to certain restrictions and limitations.

General description of non-GAAP financial measures

Adjusted EBITDA

Adjusted EBITDA is an alternative view of performance used by management as our primary operating measure, and we believe that investors’ understanding of our performance is enhanced by disclosing this performance measure. We report Adjusted EBITDA to reflect the results of our operations prior to considering certain income statement elements and to make financial and operating decisions. We calculate EBITDA as net income (loss) plus (i) interest expense, net, (ii) provision for income taxes or less benefit for income taxes, and (iii) depreciation and amortization. We calculate Adjusted EBITDA as EBITDA plus (a) other expense or less other income, as separately reported on our consolidated statements of operations, including foreign currency (gains) losses, net and (b) certain items that we consider to be unusual, non-operational or non-recurring. The Adjusted EBITDA measure is not, and should not be viewed as, a substitute for GAAP reported net income (loss) and should not be viewed as a measure of liquidity.

The Adjusted EBITDA measure is an important internal measurement for us. We measure our overall performance on this basis in conjunction with other performance metrics. The following are examples of how our Adjusted EBITDA measure is utilized:

| ● | senior management receives a monthly analysis of our operating results that is prepared on an Adjusted EBITDA basis;

| ● | our annual budgets are prepared on an Adjusted EBITDA basis; and

| ● | other goal-setting and performance measurements are prepared on an Adjusted EBITDA basis.

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Despite the importance of this measure to management in goal setting and performance measurement, Adjusted EBITDA is a non-GAAP financial measure that has no standardized meaning prescribed by GAAP and, therefore, has limits in its usefulness to investors. Because of its non-standardized definition, Adjusted EBITDA, unlike GAAP net income (loss), may not be comparable to the calculation of similar measures of other companies. Adjusted EBITDA is presented to permit investors to more fully understand how management assesses performance.

We also recognize that, as an internal measure of performance, the Adjusted EBITDA measure has limitations, and we do not restrict our performance management process solely to this metric. A limitation of the Adjusted EBITDA measure is that it provides a view of our operations without including all events during a period, such as the depreciation of property, plant and equipment or amortization of acquired intangibles, and does not provide a comparable view of our performance to other companies.

Adjusted net income and adjusted diluted earnings per share

Adjusted net income and adjusted diluted earnings per share represent alternative views of performance, and we believe investors’ understanding of our performance is enhanced by disclosing these performance measures. We report adjusted net income and adjusted diluted earnings per share to portray the results of our operations prior to considering certain income statement elements. We calculate adjusted net income as net income (loss) plus (i) acquisition-related depreciation associated with the step-up of fair value of the acquired fixed assets, acquisition-related intangible amortization and other acquisition-related items, (ii) certain items we consider to be unusual, non-operational or non-recurring, including certain stock-based compensation awards, (iii) foreign currency (gains) losses, as separately reported on our consolidated statements of operations, and (iv) the income tax effect of pre-tax income adjustments and certain income tax items. Adjusted diluted earnings per share is calculated using the adjusted net income divided by the diluted weighted average number of shares. The adjusted net income and adjusted diluted earnings per share measures are not, and should not be viewed as, a substitute for GAAP reported net income (loss).

Adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures that have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. Because of its non-standardized definition, adjusted net income and adjusted diluted earnings per share, unlike GAAP net income (loss), may not be comparable to the calculation of similar measures of other companies. Adjusted net income and adjusted diluted earnings per share are presented to permit investors to more fully understand how management assesses performance.

Certain significant items

Adjusted EBITDA, adjusted net income and adjusted diluted earnings per share are calculated prior to considering acquisition-related items and certain other items, as detailed in the table titled “Items Excluded from Adjusted Net Income” above. We evaluate such items on an individual basis. Such evaluation considers both the quantitative and the qualitative aspect of their unusual or non-operational or non-recurring nature. Unusual, in this context, may represent items that are not part of our ongoing business; items that, either as a result of their nature or size, we would not expect to occur as part of our normal business on a regular basis.

We consider acquisition-related activities and business restructuring costs related to productivity and cost saving initiatives to be unusual items that we do not expect to occur as part of our normal business on a regular basis. We consider foreign currency gains and losses to be non-operational because they arise principally from intercompany transactions and are largely non-cash in nature.

New accounting standards

For discussion of new accounting standards, see “Notes to Consolidated Financial Statements—Summary of Significant Accounting Policies and New Accounting Standards.”

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Critical Accounting Policies

Our significant accounting policies, which include management’s best estimates and judgments, are included in Note 2 to the consolidated financial statements for the year ended June 30, 2025 included in our Annual Report on Form 10-K filed with the Securities Exchange Commission on August 27, 2025. There have been no significant changes in our critical accounting estimates since June 30, 2025.

​

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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical or current fact included in this report 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. For example, all statements we make relating to our estimated and projected earnings, revenues, costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies, or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Examples of such risks and uncertainties include:

| ● | outbreaks of animal diseases could significantly reduce demand for our products or availability of raw materials;

| ● | perceived adverse effects on human health linked to the consumption of food derived from animals that utilize our products could cause a decline in the sales of those products;

| ● | restrictions on the use of antibacterials in food-producing animals may become more prevalent, including limitation of use related to implementation and compliance with Food and Drug Administration (“FDA”) Guidance 273 (as defined below) and similar initiatives, in other larger production markets globally;

| ● | the potential FDA withdrawal of approval of our Mecadox® (carbadox) product;

| ● | a material portion of our sales and gross profits are generated by antibacterials and other related products;

| ● | competition in each of our markets from a number of large and small companies, some of which have greater financial, research and development (“R&D”), production and other resources than we have;

| ● | our business may be negatively affected by weather conditions and the availability of natural resources;

| ● | the negative effects of a pandemic, epidemic, or outbreak of an infectious disease in humans, such as COVID-19, on our business, financial results, manufacturing facilities and supply chain, as well as our customers, protein processors and markets;

| ● | climate change could have a material adverse impact on our operations and our customers’ businesses;

| ● | actions of regulatory bodies, including obtaining approvals related to the testing, manufacturing and marketing of certain of our products;

| ● | the continuing trend toward consolidation of certain customer groups as well as the emergence of large buying groups;

| ● | our ability to control costs and expenses;

| ● | any unforeseen material loss or casualty;

| ● | misuse or extra-label use of our products;

| ● | exposure relating to rising costs and reduced customer income;

| ● | heightened competition, including those from generics and those deriving from advances in veterinary medical practices and animal health technologies;

| ● | unanticipated safety or efficacy concerns;

| ● | our dependence on suppliers having current regulatory approvals;

| ● | our raw materials are subject to price fluctuations and their availability can be limited;

| ● | natural and man-made disasters, including but not limited to fire, snow and ice storms, flood, hail, hurricanes and earthquakes;

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| ● | business interruption from political and social instability, including crime, civil disturbance, terrorist activities, outbreaks of disease and pandemics and armed conflicts, such as armed conflicts between Israel and Hamas (and potential broader military conflict in the region) and between Russia and Ukraine;

| ● | terrorist attacks, particularly attacks on or within markets in which we operate, including terrorist attacks on Israel by Hamas or Hezbollah;

| ● | risks related to changes in tax rates and exposure;

| ● | our ability to successfully implement our strategic initiatives;

| ● | our reliance on the continued operation of our manufacturing facilities and application of our intellectual property;

| ● | adverse U.S. and international economic market conditions, including currency fluctuations;

| ● | failure of our product approval, R&D, acquisition and licensing efforts to generate new products;

| ● | the risks of product liability claims, legal proceedings and general litigation expenses;

| ● | the impact of current and future laws and regulatory changes, including risks related to the protection of our customers’ privacy and risks related to environmental, health and safety laws and regulations;

| ● | modification of foreign trade policy, including any new or increased tariffs or retaliatory measures in response to such modification, may negatively impact our profitability and may harm our food animal product customers;

| ● | our ability to successfully integrate acquired businesses, including the medicated feed additive product portfolio, certain water-soluble products and related assets, which we acquired from Zoetis Inc.;

| ● | our dependence on our Israeli and Brazilian operations;

| ● | impact of increased or decreased inventory levels at our direct customers or channel distributors;

| ● | our substantial level of indebtedness and related debt-service obligations;

| ● | restrictions imposed by covenants in our debt agreements;

| ● | the risk of breaches of data security and cybersecurity attacks;

| ● | risks related to the use of artificial intelligence (“AI”) in our business;

| ● | our dependence on sophisticated information technology and infrastructure;

| ● | the risk of work stoppages; and

| ● | other factors as described in “Risk Factors” in Item 1A of our Annual Report.

While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

In the normal course of operations, we are exposed to market risks arising from adverse changes in interest rates, foreign currency exchange rates and commodity prices. As a result, future earnings, cash flows and fair values of assets and liabilities are subject to uncertainty. We use, from time to time, foreign currency contracts, interest rate swaps, and interest rate collars as a means of hedging exposure to foreign currency risks and fluctuating interest rates, respectively. We do not utilize derivative instruments for trading or speculative purposes. We do not hedge our exposure to market risks in a manner that eliminates the effects of changing market conditions on earnings, cash flows and fair values. We monitor the financial stability and credit standing of our major counterparties.

For financial market risks related to changes in interest rates and foreign currency exchange rates, reference is made to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Qualitative and Quantitative Disclosures about Market Risk” section in the Annual Report and to the notes to the consolidated financial statements included therein. As of the date of this report, there were no material changes in the Company’s financial market risks from the risks disclosed in the Annual Report.

​

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation as of September 30, 2025, our Chief Executive Officer and Chief Financial Officer each concluded that, as of the end of such period, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended September 30, 2025.

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PART II—OTHER INFORMATION

Item 1.Legal Proceedings

Information required by this Item is incorporated herein by reference to “Notes to Consolidated Financial Statements—Commitments and Contingencies” in Part I, Item 1, of this Quarterly Report on Form 10-Q.

​

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in “Risk Factors” in Item 1A of our Annual Report, which could materially affect our business, financial condition or future results.

There were no material changes in the Company’s risk factors from the risks disclosed in the Annual Report.

​

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None.

​

Item 3.Defaults Upon Senior Securities

None.

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Item 4.Mine Safety Disclosures

Not applicable.

​

Item 5. Other Information

None.

Item 6.Exhibits

​ | ​ | ​
Exhibit 31.1 |  | Chief Executive Officer—Certification pursuant to Sarbanes-Oxley Act of 2002 Section 302
Exhibit 31.2 | ​ | Chief Financial Officer—Certification pursuant to Sarbanes-Oxley Act of 2002 Section 302
Exhibit 32.1 | ​ | Chief Executive Officer—Certification pursuant to Sarbanes-Oxley Act of 2002 Section 906
Exhibit 32.2 | ​ | Chief Financial Officer—Certification pursuant to Sarbanes-Oxley Act of 2002 Section 906
Exhibit 101 .INS | ​ | Inline XBRL Instance Document
Exhibit 101.SCH | ​ | Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL | ​ | Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF | ​ | Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB | ​ | Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE | ​ | Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104 | ​ | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

​

​

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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.

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​ | Phibro Animal Health Corporation
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November 5, 2025 | By: | /s/ Jack C. Bendheim
​ | ​ | Jack C. Bendheim
​ | ​ | Chairman, President and Chief Executive Officer
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November 5, 2025 | By: | /s/ Glenn C. David
​ | ​ | Glenn C. David
​ |  | Chief Financial Officer

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