PHIBRO ANIMAL HEALTH CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 91 Consolidated Statements of Operations for the fiscal years ended June 30, 2026, 2025 and 2024 94 Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended June 30, 2026, 2025 and 2024 95 Consolidated Balance Sheets as of June 30, 2026 and 2025 96 Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2026, 2025 and 2024 97 Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended June 30, 2026, 2025 and 2024 98 Notes to Consolidated Financial Statements for the fiscal years ended June 30, 2026, 2025 and 2024 99 ​ ​ 91 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Phibro Animal Health Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Phibro Animal Health Corporation and its subsidiaries (the "Company") as of June 30, 2026 and 2025, and the related consolidated statements of operations, of comprehensive income (loss), of changes in stockholders’ equity and of cash flows for each of the three years in the period ended June 30, 2026, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, 92 Table of Contents and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition from Sales in Certain Geographies As described in Note 2 to the consolidated financial statements, the Company’s total net sales were $1,518.1 million for the year ended June 30, 2026, of which the majority relates to certain geographies. The Company recognizes revenue from product sales when obligations under a customer contract are satisfied; generally, this occurs with the transfer of control (i.e. title and risk of loss) of goods to the customers. Certain of the Company’s businesses have terms where control of the product transfers to the customer on shipment, while others have terms where control transfers to the customer on delivery. Revenue reflects the total consideration management expects to be entitled to in exchange for delivery of products or services, net of variable consideration. The principal consideration for our determination that performing procedures relating to revenue recognition from sales in certain geographies is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recording of sales at the transaction price once control passes to the customer. These procedures also included, among others (i) evaluating revenue recognized by either (a) testing revenue transactions by evaluating the issuance and settlement of invoices and credit memos, tracing transactions not settled to a detailed listing of accounts receivable, and testing the completeness and accuracy of certain data provided by management; or (b) testing revenue transactions, on a sample basis, by obtaining and inspecting source documents, such as purchase orders, invoices, sales contracts, proof of shipment or delivery, and subsequent cash receipts and testing credit memos issued during the year; and (ii) confirming a sample of outstanding customer invoice balances at year end and, for confirmations not returned, obtaining and inspecting source documents, including purchase orders, invoices, sales contracts, proof of shipment or delivery, and subsequent cash receipts. /s/ PricewaterhouseCoopers LLP ​ Florham Park, New Jersey August 26, 2026 We have served as the Company’s auditor since 1998. ​ ​ 93 Table of Contents PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands, except per share amounts) Net sales ​ $ 1,518,093 ​ $ 1,296,215 ​ $ 1,017,679 Cost of goods sold ​ 1,005,578 ​ 896,273 ​ 704,587 Gross profit ​ 512,515 ​ 399,942 ​ 313,092 Selling, general and administrative expenses ​ 318,119 ​ 289,477 ​ 259,777 Operating income ​ 194,396 ​ 110,465 ​ 53,315 Interest expense, net ​ 44,429 ​ 34,602 ​ 18,536 Foreign currency losses, net ​ 12,621 ​ 7,870 ​ 23,863 Income before income taxes ​ 137,346 ​ 67,993 ​ 10,916 Provision for income taxes ​ 37,626 ​ 19,729 ​ 8,500 Net income ​ $ 99,720 ​ $ 48,264 ​ $ 2,416 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per share ​ ​ ​ ​ ​ ​ basic ​ $ 2.46 ​ $ 1.19 ​ $ 0.06 diluted ​ $ 2.43 ​ $ 1.19 ​ $ 0.06 Weighted average common shares outstanding ​ ​ ​ ​ ​ ​ basic ​ 40,546 ​ 40,515 ​ 40,504 diluted ​ ​ 40,964 ​ ​ 40,678 ​ ​ 40,523 ​ The accompanying notes are an integral part of these consolidated financial statements ​ 94 Table of Contents PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Net income ​ $ 99,720 ​ $ 48,264 ​ $ 2,416 Change in fair value of derivative instruments, net of tax of ($1,771), $3,954, and $2,903 ​ 5,506 ​ (11,504) ​ (8,582) Foreign currency translation adjustment ​ 11,886 ​ 10,552 ​ (8,942) Pension settlement recognition, net of tax of $0, $0, and ($2,699) ​ ​ — ​ ​ — ​ ​ 7,975 Unrecognized net pension gains, net of tax of ($179), ($158), and ($78) ​ 549 ​ 461 ​ 232 Other comprehensive income (loss) ​ 17,941 ​ (491) ​ (9,317) Comprehensive income (loss) ​ $ 117,661 ​ $ 47,773 ​ $ (6,901) ​ The accompanying notes are an integral part of these consolidated financial statements ​ 95 Table of Contents PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ (in thousands, except share and per share amounts) ASSETS ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 61,419 ​ $ 68,039 Short-term investments ​ 20,575 ​ 9,000 Accounts receivable, net ​ 238,794 ​ 227,983 Inventories, net ​ 534,883 ​ 444,425 Other current assets ​ 79,835 ​ 61,159 Total current assets ​ 935,506 ​ 810,606 Property, plant and equipment, net ​ 369,174 ​ 354,690 Intangibles, net ​ 30,052 ​ 36,469 Goodwill ​ 60,045 ​ 59,645 Other assets ​ 106,464 ​ 99,490 Total assets ​ $ 1,501,241 ​ $ 1,360,900 LIABILITIES AND STOCKHOLDERS' EQUITY ​ ​ ​ ​ Current portion of long-term debt ​ $ 25,025 ​ $ 16,250 Accounts payable ​ 127,314 ​ 138,201 Accrued expenses and other current liabilities ​ 164,129 ​ 139,022 Total current liabilities ​ 316,468 ​ 293,473 Revolving credit facility ​ 116,000 ​ 87,000 Long-term debt ​ 591,769 ​ 615,435 Other liabilities ​ 91,527 ​ 79,310 Total liabilities ​ 1,115,764 ​ 1,075,218 Commitments and contingencies (Note 13) ​ ​ ​ ​ Common stock, par value $0.0001 per share; 300,000,000 Class A shares authorized, 21,068,682 shares issued and outstanding at June 30, 2026, and 20,367,574 shares issued and outstanding at June 30, 2025; 30,000,000 Class B shares authorized, 19,496,034 shares issued and outstanding at June 30, 2026, and 20,166,034 shares issued and outstanding at June 30, 2025 ​ 4 ​ 4 Preferred stock, par value $0.0001 per share; 16,000,000 shares authorized, no shares issued and outstanding ​ — ​ ​ — Paid-in capital ​ 138,592 ​ 136,995 Retained earnings ​ 352,958 ​ 272,701 Accumulated other comprehensive loss ​ (106,077) ​ (124,018) Total stockholders’ equity ​ 385,477 ​ 285,682 Total liabilities and stockholders’ equity ​ $ 1,501,241 ​ $ 1,360,900 ​ The accompanying notes are an integral part of these consolidated financial statements ​ 96 Table of Contents PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ 2026 ​ 2025 ​ 2024 ​ ​ (in thousands) OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 99,720 ​ $ 48,264 ​ $ 2,416 Adjustments to reconcile net income to ​ ​ ​ ​ ​ ​ net cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 51,514 ​ 45,605 ​ 36,178 Amortization of debt issuance costs ​ 2,317 ​ 2,015 ​ 1,040 Deferred income tax expense (benefit) ​ 7,226 ​ (4,879) ​ (12,042) Foreign currency losses, net ​ 1,633 ​ 600 ​ 13,114 Acquisition-related items ​ 1,956 ​ 5,679 ​ 521 Non-cash impairment charges ​ ​ — ​ ​ 5,328 ​ ​ — Pension settlement cost ​ ​ — ​ ​ — ​ ​ 10,674 Brazil employment taxes ​ ​ — ​ ​ — ​ ​ 4,202 Stock-based compensation ​ ​ 1,597 ​ ​ 717 ​ ​ 475 Other ​ (1,913) ​ (1,643) ​ (2,098) Changes in operating assets and liabilities, net of business acquisition: ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ (7,493) ​ (55,208) ​ (8,678) Inventories, net ​ (86,338) ​ (44,294) ​ 2,641 Other current assets ​ (16,744) ​ (16,346) ​ 11,040 Other assets ​ 1,591 ​ 1,572 ​ 3,922 Accounts payable ​ (12,463) ​ 45,555 ​ 12,000 Accrued expenses and other liabilities ​ 26,351 ​ 47,159 ​ 12,189 Net cash provided by operating activities ​ 68,954 ​ 80,124 ​ 87,594 INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ Purchases of short-term investments ​ (47,601) ​ (14,000) ​ (65,523) Maturities of short-term investments ​ 36,026 ​ 49,000 ​ 61,523 Capital expenditures ​ ​ (59,088) ​ ​ (38,293) ​ ​ (41,238) Business acquisition, net of cash acquired ​ ​ — ​ ​ (286,529) ​ ​ (3,282) Other, net ​ (792) ​ 1,134 ​ 326 Net cash used by investing activities ​ (71,455) ​ (288,688) ​ (48,194) FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Revolving credit facility borrowings ​ 297,000 ​ 532,000 ​ 276,000 Revolving credit facility repayments ​ (268,000) ​ (621,000) ​ (241,000) Proceeds from long-term debt ​ ​ — ​ ​ 650,000 ​ ​ — Payments of long-term debt ​ (16,250) ​ (325,014) ​ (22,295) Debt issuance costs ​ ​ (567) ​ ​ (10,377) ​ ​ — Proceeds from insurance premium financing and other short-term debt ​ ​ 8,410 ​ ​ 7,530 ​ ​ 8,593 Payments of insurance premium financing and other short-term debt ​ ​ (7,690) ​ ​ (6,556) ​ ​ (8,624) Dividends paid ​ (19,463) ​ (19,449) ​ (19,442) Net cash (used) provided by financing activities ​ (6,560) ​ 207,134 ​ (6,768) Effect of exchange rate changes on cash ​ 2,441 ​ (1,144) ​ (3,300) Net (decrease) increase in cash and cash equivalents ​ (6,620) ​ (2,574) ​ 29,332 Cash and cash equivalents at beginning of period ​ 68,039 ​ 70,613 ​ ​ 41,281 Cash and cash equivalents at end of period ​ $ 61,419 ​ $ 68,039 ​ $ 70,613 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information ​ ​ ​ ​ ​ ​ Interest paid, net ​ $ 42,112 ​ $ 32,073 ​ $ 17,253 Non-cash investing and financing activities ​ ​ ​ ​ ​ ​ Property, plant and equipment ​ ​ 7,815 ​ ​ 6,849 ​ ​ 2,367 ​ The accompanying notes are an integral part of these consolidated financial statements 97 Table of Contents PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Shares of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common ​ Common ​ Preferred ​ Paid-in ​ Retained ​ Comprehensive ​ ​ ​ ​ ​ ​ ​ Stock ​ ​ ​ Stock ​ ​ ​ Stock ​ ​ ​ Capital ​ ​ ​ Earnings ​ ​ ​ Income (Loss) ​ ​ ​ Total As of June 30, 2023 40,503,608 ​ $ 4 ​ $ — ​ $ 135,803 ​ $ 260,912 ​ $ (114,210) ​ $ 282,509 Comprehensive income (loss) — ​ — ​ — ​ — ​ 2,416 ​ (9,317) ​ ​ (6,901) Dividends declared ($0.48 per share) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (19,442) ​ ​ — ​ ​ (19,442) Stock-based compensation expense ​ — ​ ​ — ​ ​ — ​ ​ 475 ​ ​ — ​ ​ — ​ ​ 475 As of June 30, 2024 40,503,608 ​ $ 4 ​ $ — ​ $ 136,278 ​ $ 243,886 ​ $ (123,527) ​ $ 256,641 Comprehensive income (loss) — ​ — ​ — ​ — ​ 48,264 ​ (491) ​ 47,773 Shares issued pursuant to stock incentive plan ​ 30,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Dividends declared ($0.48 per share) ​ — ​ — ​ — ​ — ​ (19,449) ​ — ​ ​ (19,449) Stock-based compensation expense ​ — ​ ​ — ​ ​ — ​ ​ 717 ​ ​ — ​ ​ — ​ ​ 717 As of June 30, 2025 40,533,608 ​ $ 4 ​ $ — ​ $ 136,995 ​ $ 272,701 ​ $ (124,018) ​ $ 285,682 Comprehensive income — ​ — ​ — ​ — ​ 99,720 ​ 17,941 ​ 117,661 Shares issued pursuant to stock incentive plan ​ 31,108 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Dividends declared ($0.48 per share) — ​ — ​ — ​ — ​ (19,463) ​ — ​ (19,463) Stock-based compensation expense ​ — ​ ​ — ​ ​ — ​ ​ 1,597 ​ ​ — ​ ​ — ​ ​ 1,597 As of June 30, 2026 40,564,716 ​ $ 4 ​ $ — ​ $ 138,592 ​ $ 352,958 ​ $ (106,077) ​ $ 385,477 ​ The accompanying notes are an integral part of these consolidated financial statements ​ ​ 98 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share amounts) 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 animals including poultry, beef and dairy cattle, swine, 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. ​ 2. Summary of Significant Accounting Policies and New Accounting Standards Principles of Consolidation and Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and 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. We present our financial statements on the basis of our fiscal year ending June 30. All references to years in these consolidated financial statements refer to the fiscal year ending or ended on June 30 of that year. Risks and Uncertainties The issue of the potential for increased bacterial resistance to certain antibiotics used in certain food-producing animals is the subject of discussions on a worldwide basis and, in certain instances, has led to government restrictions on or banning of the use of antibiotics in food-producing animals. The sale of antibiotics and antibacterials is a material portion of our business. Should product bans or restrictions, public perception, competition or other developments result in restrictions on the sale of such products, it could have a material adverse effect on our financial position, results of operations and cash flows. An outbreak of disease carried by food animals, which could lead to the widespread death or precautionary destruction of food animals as well as reduced consumption and demand for animal protein, could adversely affect demand for our products. Such occurrences could have a material adverse effect on our financial condition, results of operations and cash flows. The testing, manufacturing, and marketing of certain of our products are subject to extensive regulation by numerous government authorities in the United States and other countries. We have significant assets in Israel, Brazil and other locations outside of the United States and a significant portion of our sales and earnings are attributable to operations conducted abroad. Our assets, results of operations and future prospects are subject to currency exchange fluctuations and restrictions, energy shortages, other economic developments, political or social instability in some countries, and uncertainty of, and governmental control over, commercial rights, which could result in a material adverse effect on our financial position, results of operations and cash flows. We are subject to environmental laws and regulations governing the use, storage, handling, generation, treatment, emission, release, discharge and disposal of certain materials and wastes, the remediation of contaminated soil and groundwater, the manufacture, sale and use of regulated materials, including pesticides, and the health and safety of employees. As such, the nature of our current and former operations and those of our subsidiaries expose Phibro and our subsidiaries to the risk of claims with respect to such matters. Our business could be impacted by economic sanctions, bans, boycotts, or broader military conflicts, including armed conflicts in the Middle East and between Russia and Ukraine. Other potential impacts include supply chain and logistics disruptions, macroeconomic impacts 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. 99 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Pandemics and similar outbreaks could directly or indirectly impact our business, results of operations, and financial condition, including our future revenues, expenses, reserves and allowances, manufacturing operations, and employee-related costs. A pandemic or any other similar health crisis could have economic impacts on customers, suppliers and markets. Use of Estimates The Company’s consolidated financial statements have been prepared in accordance with GAAP. Preparation of these financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Actual results could differ from these estimates. Estimates are used when accounting for the valuation of intangible assets, depreciation and amortization periods of long-lived and intangible assets, recoverability of long-lived and intangible assets and goodwill, realizability of deferred income tax assets, sales discounts, rebates, allowances and incentives, contingencies, employee compensation and actuarial assumptions related to our pension plans. We regularly evaluate our estimates and assumptions using historical experience and other factors. Changes to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Our estimates are based on complex judgments, probabilities and assumptions that we believe to be reasonable. Revenue Recognition We recognize revenue from product sales when our obligations under a customer contract are satisfied; generally, this occurs with the transfer of control (i.e. title and risk of loss) of goods to the customers. Certain of our businesses have terms where control of the product transfers to the customer on shipment, while others have terms where control transfers to the customer on delivery. Revenue reflects the total consideration we expect to be entitled to in exchange for delivery of products or services, net of variable consideration. Variable consideration includes customer programs and incentive offerings, including pricing arrangements, rebates and other volume-based incentives. We record reductions to revenue for estimated variable consideration at the time we record the sale. Our estimates for variable consideration reflect the amount by which we expect variable consideration to affect the revenue recognized. Such estimates are generally based on contractual terms and historical experience and are adjusted to reflect future expectations as new information becomes available. Historically, we have not had significant adjustments to our estimates of variable consideration. Sales returns and product recalls have been insignificant and infrequent due to the nature of the products we sell. Net sales include shipping and handling fees billed to customers. The associated costs are considered fulfillment activities and are included in cost of goods sold in the consolidated statements of operations when the related revenue is recognized. Net sales exclude value-added and other taxes based on sales. Cash and Cash Equivalents Cash equivalents include highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents held at financial institutions may at times exceed insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. Short-term Investments Short-term investments include highly liquid investments with maturities greater than three months and less than one year at the time of purchase. We classify these investments as held to maturity, and we record the related interest income as earned. We determine the appropriate balance sheet classification at the time of purchase and at each balance sheet date. Investments held at financial institutions may at times exceed insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. ​ 100 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We grant credit terms in the normal course of business and generally do not require collateral or other security to support credit sales. Our ten largest customers represented, in aggregate, approximately 15% of accounts receivable at June 30, 2026 and 2025. No single customer receivable balance composed 10% of accounts receivable at June 30, 2026 and 2025. The allowance for credit losses is our best estimate of the credit losses in existing accounts receivable. We monitor the financial performance, historical and expected collection patterns, and creditworthiness of our customers so that we can properly assess and respond to changes in their credit profile. We also monitor domestic and international economic conditions for the potential future effect on our customers. Past due balances are reviewed individually for collectability. The allowance for credit losses is adjusted as needed, based on the Company’s historical loss experience, current conditions, and reasonable and supportable forecasts. Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined principally under weighted average and standard cost methods, which approximate first-in, first-out (FIFO) cost. Net realizable value is based upon assumptions about future demand, market conditions, and estimated selling prices less reasonably predictable costs of completion, disposal, and transportation. Obsolete and unsalable inventories, if any, are reflected at estimated net realizable value. Inventory costs include materials, direct labor and manufacturing overhead. Manufacturing overhead allocated to inventory includes indirect production costs and depreciation associated with manufacturing facilities and equipment. Shipping and handling costs associated with inbound freight are included as a component of inventory cost where applicable. Capitalized inventory amounts are recognized as cost of goods sold when the inventory is considered sold. Write-downs of inventory to net realizable value are recognized in cost of goods sold in the period the impairment is identified. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is charged to results of operations using the straight-line method based upon the assets’ estimated useful lives, ranging from two to thirty years for buildings and improvements, and one to twenty years for machinery and equipment. Depreciation expense is recorded to either cost of goods sold or selling, general, and administrative expenses depending upon the nature and use of the underlying asset. We capitalize costs that extend the useful life or productive capacity of an asset. Repair and maintenance costs are expensed as incurred. In the case of disposals, the assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in the consolidated statements of operations. Leases We determine at the inception of an arrangement whether the arrangement contains a lease. If an arrangement contains a lease, we assess the lease term when the underlying asset is available for use (“lease commencement”). Individual lease terms reflect the non-cancellable period of the lease, reasonably certain renewal periods and consideration of termination options. We determine the lease classification as either operating or financing at lease commencement, which governs the pattern of expense recognition and presentation in our consolidated financial statements. Our current lease portfolio only includes operating leases. We recognize a right-of-use (“ROU”) asset and a corresponding lease liability at lease commencement for leases with terms exceeding twelve months. Short-term leases with terms of twelve months or less are not recognized on the consolidated balance sheet and lease payments are recognized on a straight-line basis over the term. ​ 101 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The values of the ROU assets and lease liabilities are calculated based on the present value of the fixed payment obligations over the lease term, using our incremental borrowing rate (“IBR”), determined at lease commencement. The IBR reflects the rate of interest we would expect to pay on a secured basis to borrow an amount equal to the lease payments under similar terms. The IBR incorporates the term and economic environment of the respective lease arrangements. We have elected to account for lease and non-lease components together as a single lease component and include fixed payment obligations related to such non-lease components in the measurement of ROU assets and lease liabilities. Fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments can include index-based lease payments, real estate taxes, maintenance costs, utilization charges and other non-lease services paid to lessors and are not determinable at lease commencement. Variable lease payments are not included in the measurement of ROU assets and lease liabilities and are recognized in the period incurred. Debt Issuance Costs Costs and original issue discounts or premiums related to issuance or modification of our debt are deferred on the consolidated balance sheet and amortized over the terms of the respective debt instruments. Debt issuance costs related to our revolving credit facility are recorded in other assets, and costs and original issue discounts or premiums related to our term loans are netted against the term loan balance in the liabilities section of the balance sheet. Amortization of debt issuance costs is included in interest expense in the consolidated statements of operations. Business Combinations Our consolidated financial statements reflect the operations of an acquired business beginning as of the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values at the date of acquisition; goodwill is recorded for any excess of the purchase price over the fair values of the net assets acquired. Significant judgment may be required to determine the fair values of certain tangible and intangible assets and in assigning their respective useful lives. Significant judgment also may be required to determine the fair values of contingent consideration, if any. We typically utilize third-party valuation specialists to assist us in determining fair values of significant tangible and intangible assets and contingent consideration. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. We typically use the direct cost, indirect cost and/or market approaches to measure the fair value of property, plant and equipment, as applicable, depending on the nature of the asset. Our estimates of the useful lives of such assets are based on a number of factors, including the asset’s age and condition at acquisition, the degree of technological or economic obsolescence, expected maintenance requirements, and the asset’s intended use within our operations. These estimates require significant management judgment and are based on historical experience with similar assets and independent valuations obtained at acquisition. We periodically review these estimates and adjust them prospectively when events or changes in circumstances indicate that a revision is warranted, which could materially affect depreciation expense in future periods. We typically use an income method to measure the fair value of intangible assets, based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect consideration of other marketplace participants and include the amount and timing of future cash flows, specifically the expected revenue growth rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances could affect the accuracy or validity of the estimates and assumptions. Determining the useful life of an intangible asset also requires judgment. Our estimates of the useful lives of intangible assets are primarily based on a number of factors including the competitive environment, underlying product life cycles, operating plans and the macroeconomic environment of the countries in which the products are sold. Intangible assets are amortized over their estimated lives. Intangible assets associated with acquired in-process research and development activities (“IPR&D”) are not amortized until a product is available for sale and regulatory approval is obtained. ​ 102 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Long-Lived Assets and Goodwill We periodically review our long-lived and amortizable intangible assets for impairment and assess whether significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Such circumstances may include a significant decrease in the market price of an asset, a significant adverse change in the manner in which the asset is being used or in its physical condition or a history of operating or cash flow losses associated with the use of an asset. We recognize an impairment loss when the carrying amount of an asset exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss is the excess of the asset’s carrying value over its fair value. In addition, we periodically reassess the estimated remaining useful lives of our long-lived and amortizable intangible assets. Changes to estimated useful lives would affect the amount of depreciation and amortization recorded in the consolidated statements of operations. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. We assess goodwill for impairment annually during our fourth quarter, or more frequently if impairment indicators exist. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. We may elect to assess our goodwill for impairment using a qualitative or a quantitative approach, to determine whether it is more likely than not that the fair value of goodwill is greater than its carrying value. As of April 1, 2026, we performed our annual goodwill impairment test using the qualitative assessment and determined that it was more likely than not that the fair value of any reporting unit exceeds its carrying amount. Accordingly, a quantitative impairment test was not required. We have not recorded any goodwill impairment charges in the periods included in the consolidated financial statements. Foreign Currency Translation We generally use local currency as the functional currency to measure the financial position and results of operations of each of our international subsidiaries. We translate assets and liabilities of these operations at the exchange rates in effect at the balance sheet date. We translate income statement accounts at the average rates of exchange prevailing during the period. Translation adjustments that arise from the use of differing exchange rates from period to period are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Certain of our Israeli operations have designated the U.S. dollar as their functional currency. Gains and losses arising from re-measurement of local currency accounts into U.S. dollars are included in determining net income. Comprehensive Income Comprehensive income consists of net income and changes in: (i) the fair value of derivative instruments that qualify for hedge accounting; (ii) foreign currency translation adjustments; (iii) pension settlement recognition and unrecognized net pension gains (losses); and (iv) the related (provision) benefit for income taxes. Derivative Financial Instruments We record all derivative financial instruments on the consolidated balance sheets at fair value. Changes in the fair value of derivatives are recorded in results of operations or other comprehensive income (loss), depending on whether a derivative is designated and effective as part of a hedge transaction and, if so, the type of hedge transaction. Gains and losses on derivative instruments designated and effective as part of a hedge transaction are included in the results of operations in the periods in which operations are affected by the underlying hedged item. ​ 103 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) From time to time, we use certain derivative instruments to mitigate the risk associated with certain economic factors, such as exchange rates and interest rates, which may potentially affect our future cash flows. We use (i) foreign currency option contracts to mitigate certain exposures related to changes in foreign currency exchange rates on forecasted inventory purchases and (ii) interest rate swaps and collars to manage future cash flow exposure resulting from variable interest rates on portions of our variable rate debt. To qualify a derivative as a hedge, we document the nature and relationships between hedging instruments and hedged items, the prospective effectiveness of the hedging instrument as well as the ultimate effectiveness, the risk-management objectives, the strategies for undertaking the various hedge transactions and the methods of assessing hedge effectiveness. On a quarterly basis, we assess whether the derivatives used to hedge transactions are effective. If we determine a derivative ceases to be an effective hedge, we discontinue hedge accounting in the period of 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 do not engage in trading or other speculative uses of financial instruments. Environmental Liabilities Expenditures for ongoing compliance with environmental regulations are expensed or capitalized as appropriate. We capitalize expenditures made to extend the useful life or productive capacity of an asset, including expenditures that prevent future environmental contamination. Other expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. We record the expense and related liability in the period an environmental assessment indicates remedial efforts are probable and the costs can be reasonably estimated. Estimates of the liability are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors. All available evidence is considered, including prior experience in remediation of contaminated sites, other companies’ experiences and data released by the U.S. Environmental Protection Agency and other organizations. The estimated liabilities are not discounted. We record anticipated recoveries under existing insurance contracts when recovery is considered to be probable, which may involve significant judgement when proceeds have yet to be received from the insurer. Such assessment considers whether a confirmed and documented claim settlement and/or other written communications and acknowledgements from the insurer exist, the historical recovery experience with the insurer, and the creditworthiness of the insurer. Tariff Recoveries In February 2026, the Supreme Court of the United States (the “Supreme Court”) ruled that tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”) from February 4, 2025 to February 24, 2026 were not authorized. In response to this ruling, we are pursuing the potential recovery of IEEPA tariffs previously paid. As of June 30, 2026, we have confirmed acceptance of claims submitted through the Consolidated Administration and Processing of Entries (“CAPE”) portal administered by U.S. Customs and Border Protection (“CBP”) for the refund of approximately $11.7 million in tariffs previously paid by the Company. The Company evaluates whether to record any receivable or benefit related to the recoveries from our claims accepted by the CBP under the loss recovery model. Under this model, a loss recovery is recorded when the recovery is probable. Such an assessment may involve significant judgement and considers whether a claim has been accepted into the CAPE system, the recovery experience with the CBP to date, whether other written communications and acknowledgements regarding the refund status from the CBP exist, and any other factors that could support or raise concerns as to the ultimate receipt of the refund. Claims that have not yet been accepted into the CAPE portal as of June 30, 2026 have not been recognized in our financial statements. We will continue to monitor relevant developments and evaluate the recognition of tariff recoveries in future periods. See “Note 13  —  Commitments and Contingencies.” ​ 104 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Income Taxes The provision for income taxes includes U.S. federal, state, and foreign income taxes and foreign withholding taxes. Our annual effective income tax rate is determined based on our income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate and the tax effects of certain items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences give rise to deferred tax assets and liabilities. Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent the tax effect of items recorded as tax expense in our income statement for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our income statement, and the tax effect of assets recorded at fair value in business combinations for which there was no corresponding tax basis adjustment. The recognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. Inherent in determining our annual effective income tax rate are judgments regarding business plans, planning opportunities and expectations about future outcomes. Realization of certain deferred tax assets, including net operating loss carryforwards and research and development costs capitalized for income tax purposes, is dependent upon generating sufficient future taxable income in the appropriate jurisdiction prior to the expiration of the amortization or carryforward periods. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence, such as projections for growth. We establish valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit and release these allowances when it is more likely than not that these deductions or credits will be used. We may take tax positions that management believes are supportable but are potentially subject to successful challenge by the applicable taxing authority in the jurisdictions where we operate. We evaluate our tax positions and establish liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. We review these tax uncertainties in light of changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly. Because there are a number of estimates and assumptions inherent in calculating the various components of our income tax provision, future events such as changes in tax legislation, the geographic mix of earnings, status of tax audits or earnings repatriation plans could have an effect on those estimates and our effective income tax rate. Advertising Advertising and marketing costs are expensed as incurred and are reflected in selling, general and administrative expenses. Research and Development Expenditures Research and development expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. Most of our manufacturing facilities have scientists and technicians on staff involved in product development, quality assurance and providing technical services to customers. Research, development and technical service efforts are conducted at various facilities. Our animal health research and development activities relate to: companion animal product development, fermentation development and microbiological strain improvement; vaccine development; chemical synthesis and formulation development; nutritional specialties development; and ethanol-related products. ​ 105 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Stock-Based Compensation We recognize expense for stock-based compensation to employees, including grants of restricted stock units (“RSUs”), on a straight-line basis over the requisite service period based on the grant date fair value of the award. We determine the fair value of RSUs with a market condition (i.e., RSUs with a Company stock price target that must be met in order to vest) using Monte Carlo simulation models. The models use historical and current market data to estimate the fair value. The models incorporate various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the awards. We determine the fair value of time-based RSUs (i.e., RSUs with only an employee service requirement to be met in order for the award to vest) as 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. 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. 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 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 years ended June 30, 2026, 2025 and 2024. For further information on RSUs, see “Note 9 — Stock Incentive Plan.” ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Net income ​ $ 99,720 ​ $ 48,264 ​ $ 2,416 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of shares – basic ​ 40,546 ​ 40,515 ​ 40,504 Dilutive effect of restricted stock units ​ ​ 418 ​ ​ 163 ​ ​ 19 Weighted average number of shares - diluted ​ ​ 40,964 ​ ​ 40,678 ​ ​ 40,523 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per share ​ ​ ​ ​ ​ ​ ​ ​ ​ basic ​ $ 2.46 ​ $ 1.19 ​ $ 0.06 diluted ​ $ 2.43 ​ $ 1.19 ​ $ 0.06 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 from continuing operations before income taxes. The ASU is effective for Phibro’s fiscal year ended June 30, 2026, and the guidance regarding the enhanced disclosures has been applied on a prospective basis. Accordingly, prior year periods were not retrospectively adjusted. See “Note 12  —  Income Taxes.” ​ 106 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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. The ASU 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. ASU 2025-09, (Topic 815): Hedge Accounting Improvements, amends existing guidance and provides improvements to hedge accounting, including expanded eligibility of forecasted transactions, increased flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items. The ASU will be effective for Phibro’s fiscal year ending June 30, 2028, including interim periods within that fiscal year. Early adoption is permitted. We are evaluating the impact of this standard on our consolidated financial statements and disclosures. ASU 2025-10, (Topic 832): Accounting for Government Grants Received by Business Entities, provides recognition, measurement, presentation, and disclosure requirements for government grants. This ASU requires that proceeds from government grants be recognized in earnings in the same period as the costs related to the grant and also introduces two permitted approaches for grant proceeds used to purchase capital assets: a deferred income approach or a cost accumulation approach. The ASU will be effective for Phibro’s fiscal year ending June 30, 2030, including interim periods within that fiscal year. The amendments in this ASU may be applied using a modified prospective, modified retrospective, or retrospective approach. Early adoption is permitted. We are evaluating the impact of this standard on our consolidated financial statements and disclosures. ASU 2025-11, (Topic 270): Interim Reporting Narrow Scope Improvements, amends the existing guidance and provides clarifications intended to improve the consistency and usability of interim disclosure requirements. The ASU does not change the underlying objectives of interim reporting but is intended to enhance clarity in application. The ASU will be effective for Phibro’s fiscal year ending June 30, 2029, including interim periods within that fiscal year. We are evaluating the impact of this standard on our consolidated financial statements and disclosures. 107 Table of Contents 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 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 the 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 years ended June 30, 2026, 2025 and 2024, we recognized transaction costs related to the Acquisition of $0.4 million, $13.3 million, and $6.4 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 twelve months ended June 30, 2026 and 2025 is $358.2 million and $208.2 million, respectively. Based on our current operational structure and the nature and mix of legal entities and assets acquired, we were 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. 108 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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. ​ ​ ​ ​ ​ ​ ​ ​ 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 was amortized to cost of goods sold as the inventory was sold. 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 are 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 requires 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. ​ 109 Table of Contents 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 ​ Twelve Months For the Periods Ended June 30, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Net sales ​ $ 378,697 ​ $ 359,921 ​ $ 1,446,572 ​ $ 1,402,984 Operating income ​ ​ 33,718 ​ ​ 46,082 ​ ​ 153,863 ​ ​ 125,303 ​ 4. Statements of Operations—Additional Information Disaggregated revenue and customer payment terms We develop, manufacture and market a broad range of products for food animals including poultry, beef and dairy cattle, swine, 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, beef and dairy cattle, swine, 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. ​ 110 Table of Contents 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, beef and dairy cattle and swine. 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ 2026 ​ 2025 ​ 2024 Animal Health ​ ​ ​ ​ ​ ​ ​ ​ MFAs and other ​ $ 810,728 ​ $ 646,354 ​ $ 420,959 Nutritional specialties ​ 195,072 ​ 179,289 ​ 164,671 Vaccines ​ 156,419 ​ 137,153 ​ 120,852 Total Animal Health ​ $ 1,162,219 ​ $ 962,796 ​ $ 706,482 Mineral Nutrition ​ 282,341 ​ 253,240 ​ 243,663 Performance Products ​ 73,533 ​ 80,179 ​ 67,534 Total ​ $ 1,518,093 ​ $ 1,296,215 ​ $ 1,017,679 ​ Net Sales by Region ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ 2026 ​ ​ ​ 2025 2024 United States ​ $ 877,127 ​ $ 739,919 ​ $ 584,763 Latin America and Canada ​ 340,668 ​ 298,649 ​ 247,705 Europe, Middle East and Africa ​ 187,942 ​ 160,232 ​ 121,977 Asia Pacific ​ 112,356 ​ 97,415 ​ 63,234 Total ​ $ 1,518,093 ​ $ 1,296,215 ​ $ 1,017,679 ​ 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. Additional Information ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ Credit Facilities ​ $ 43,815 ​ $ 32,779 ​ $ 20,646 2022 Term loan ​ ​ — ​ ​ 12 ​ ​ 862 Amortization of debt issuance costs ​ 2,317 ​ 2,015 ​ 1,040 Refinancing expense ​ ​ — ​ ​ 1,960 ​ ​ — Other ​ 284 ​ 458 ​ 462 Interest expense ​ 46,416 ​ 37,224 ​ 23,010 Interest income ​ (1,987) ​ (2,622) ​ (4,474) ​ ​ $ 44,429 ​ $ 34,602 ​ $ 18,536 111 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Depreciation and amortization ​ ​ ​ ​ ​ ​ Depreciation of property, plant and equipment ​ $ 44,635 ​ $ 37,762 ​ $ 26,517 Amortization of intangible assets ​ 6,879 ​ 7,843 ​ 9,661 ​ ​ $ 51,514 ​ $ 45,605 ​ $ 36,178 Depreciation of property, plant and equipment includes amortization of capitalized software costs of $1,523, $1,421 and $1,436 during 2026, 2025 and 2024, respectively. Future amortization of intangible assets as of June 30, 2026 is expected to be: ​ ​ ​ ​ ​ For the Years Ending June 30 ​ ​ ​ ​ ​ ​ ​ 2027 ​ $ 6,453 2028 ​ 6,245 2029 ​ 6,245 2030 ​ 4,843 2031 ​ 3,567 Thereafter ​ 2,699 Total ​ $ 30,052 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Research and development expense ​ $ 24,551 ​ $ 23,726 ​ $ 29,194 Research and development expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. ​ 5. Balance Sheets—Additional Information ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Accounts receivable, net ​ ​ ​ ​ ​ ​ Trade accounts receivable ​ $ 240,964 ​ $ 230,240 Allowance for credit losses ​ ​ (2,170) ​ ​ (2,257) ​ ​ $ 238,794 ​ $ 227,983 ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Allowance for credit losses ​ ​ ​ ​ ​ ​ Balance at beginning of period ​ $ 2,257 ​ $ 1,461 Provision for estimated credit losses ​ 281 ​ 931 Effect of changes in exchange rates ​ 71 ​ 17 Credit losses realized ​ (439) ​ (152) Balance at end of period ​ $ 2,170 ​ $ 2,257 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Inventories, net ​ ​ ​ ​ ​ ​ Raw materials ​ $ 194,967 ​ $ 162,626 Work-in-process ​ ​ 26,957 ​ ​ 27,982 Finished goods ​ ​ 312,959 ​ ​ 253,817 ​ ​ $ 534,883 ​ $ 444,425 ​ 112 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Property, plant and equipment, net ​ ​ ​ ​ ​ ​ Land ​ $ 33,028 ​ $ 33,050 Buildings and improvements ​ 196,185 ​ 175,892 Machinery and equipment ​ ​ 414,431 ​ ​ 391,992 Construction in progress ​ 40,894 ​ 32,716 ​ ​ 684,538 ​ 633,650 Accumulated depreciation ​ (315,364) ​ (278,960) ​ ​ $ 369,174 ​ $ 354,690 ​ Certain of our facilities in Israel are on leased land. These leases expire in calendar years 2039, 2045 and 2062. In March 2026, we entered into a lease for an industrial facility in Beit Shemesh, Israel, consisting of production, warehouse and office space. The lease has an initial noncancelable term of 10 years, with options to extend the lease through January 2051. Property, plant and equipment, net includes internal-use software costs, net of accumulated amortization, of $5,576 and $3,672 at June 30, 2026 and 2025, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ ​ Useful Life ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ (Years) ​ ​ ​ 2026 ​ ​ ​ 2025 Intangibles, net ​ ​ ​ ​ ​ ​ ​ ​ Cost ​ ​ ​ ​ ​ ​ ​ ​ Technology ​ 12 ​ $ 93,075 ​ $ 92,601 Product registrations, marketing and distribution rights ​ 9 ​ ​ 19,855 ​ ​ 18,935 Customer relationships ​ 12 ​ ​ 30,429 ​ ​ 30,414 Trade names, trademarks and other ​ 6 ​ ​ 5,331 ​ ​ 5,239 ​ ​ ​ ​ ​ 148,690 ​ 147,189 Accumulated amortization ​ ​ ​ ​ ​ ​ ​ Technology ​ ​ ​ ​ (71,808) ​ ​ (66,962) Product registrations, marketing and distribution rights ​ ​ ​ ​ (19,237) ​ (18,225) Customer relationships ​ ​ ​ ​ (22,352) ​ (20,667) Trade names, trademarks and other ​ ​ ​ ​ (5,241) ​ (4,866) ​ ​ ​ ​ ​ (118,638) ​ (110,721) ​ ​ ​ ​ $ 30,052 ​ $ 36,469 For the year ended June 30, 2025, the balance of technology intangible assets includes the impact of a $885 non-cash write-off related to the closure of an immaterial business within the Animal Health segment that was recorded within selling, general, and administrative expenses. ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Goodwill ​ ​ ​ ​ Balance at beginning of period $ 59,645 ​ $ 54,557 Acquisition ​ — ​ 4,948 Effect of changes in exchange rates ​ ​ 400 ​ ​ 140 Balance at end of period $ 60,045 ​ $ 59,645 The entire goodwill balance is reported in the Animal Health segment. ​ 113 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Other assets ​ ​ ​ ​ ​ ​ ROU operating lease assets ​ $ 51,574 $ 41,339 Deferred income taxes ​ 17,011 ​ 25,548 Deposits ​ 599 ​ 610 Insurance investments ​ 4,070 ​ 6,547 Equity method investments ​ 8,759 ​ 5,142 Derivative instruments ​ ​ 2,932 ​ ​ 89 Debt issuance costs ​ 3,323 ​ 3,714 Other ​ ​ 18,196 ​ ​ 16,501 ​ ​ $ 106,464 $ 99,490 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Accrued expenses and other current liabilities ​ ​ ​ ​ Employee related ​ $ 65,549 ​ $ 51,758 Current operating lease liabilities ​ 10,572 ​ 9,127 Commissions and rebates ​ ​ 20,435 ​ ​ 23,274 Professional fees ​ 6,240 ​ 8,098 Income and other taxes ​ ​ 22,127 ​ ​ 8,397 Insurance-related ​ 2,392 ​ 1,655 Insurance premium financing ​ ​ 6,881 ​ ​ 5,476 Other ​ 29,933 ​ 31,237 ​ ​ $ 164,129 ​ $ 139,022 In the table above, the liability for insurance premium financing has a fixed interest rate of 5.2% and requires monthly principal payments of $765 through March 2027. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Other liabilities ​ ​ ​ ​ ​ ​ Long-term operating lease liabilities ​ $ 45,401 ​ $ 33,740 Long-term and deferred income taxes ​ 25,010 ​ ​ 19,471 Supplemental retirement benefits, deferred compensation and other ​ ​ 5,250 ​ ​ 5,526 U.S. pension plan ​ 1,115 ​ 1,795 International retirement plans ​ 4,275 ​ 3,532 Derivative instruments ​ ​ — ​ ​ 3,885 Other long-term liabilities ​ 10,476 ​ 11,361 ​ ​ $ 91,527 ​ $ 79,310 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Accumulated other comprehensive loss ​ ​ ​ ​ ​ ​ Derivative instruments ​ $ 4,923 ​ $ (2,354) Foreign currency translation adjustment ​ (101,566) ​ (113,452) Unrecognized net pension losses ​ (11,664) ​ (12,392) Provision for income taxes on derivative instruments ​ (1,122) ​ 649 Benefit for income taxes on long-term intercompany investments ​ ​ 8,166 ​ ​ 8,166 Provision for income taxes on net pension losses ​ ​ (4,814) ​ ​ (4,635) ​ ​ $ (106,077) ​ $ (124,018) ​ 114 Table of Contents 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. On April 28, 2026, the 2024 Credit Agreement was amended (the “Amended 2024 Credit Agreement”) to increase our borrowing capacity by expanding the Revolving Credit Commitments by $125,000, from $310,000 to an aggregate commitment of $435,000 (the “Amended Revolving Credit Commitments” and, together with the Term A-1 Loans and Term A-2 Loans, the “Amended 2024 Credit Facilities”). The expanded borrowing capacity provides the Company with enhanced operating flexibility. Borrowings under the Amended 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 Amended 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. For the years ended June 30, 2026 and 2025, the Company received patronage rebates of $2,497 and $853, which is reflected as a reduction of interest expense, net in the Company’s consolidated statements of operations. Pursuant to the terms of the Amended 2024 Credit Agreement, the Amended 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 Amended 2024 Credit Facilities shall have occurred and be continuing at the time such distribution is declared. Indebtedness under the Amended 2024 Credit Facilities is collateralized by a first priority lien on substantially all assets of Phibro and certain of our domestic subsidiaries. The Amended 2024 Credit Agreement contains an acceleration clause should an event of default (as defined therein) occur. 115 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The Amended 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 June 30, 2026, we were in compliance with the financial covenants of the Amended 2024 Credit Agreement. For the year ended June 30, 2026, we paid fees of $567 to execute the Amended Revolving Credit Commitments. These fees will be amortized to interest expense through the maturity date of the Amended Revolving Credit Commitments. For the year ended June 30, 2025, 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 Amended 2024 Credit Facilities. The payment of these debt issuance costs is reflected within the financing activities section of the consolidated statements of cash flows. For the year ended June 30, 2025, we also incurred $1,960 in certain costs and charges resulting from the refinancing, 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. As of June 30, 2026, we had $116,000 in borrowings drawn under the Amended 2024 Revolving Credit Commitments and had outstanding letters of credit of $2,083, leaving $316,917 available for further borrowings and letters of credit under the Amended Revolving Credit Commitments, subject to restrictions in our Amended 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 approximately one year. 2021 Credit Agreement and Other Long-Term Debt In April 2021, we entered into an amended and restated credit agreement (the “2021 Credit Agreement”) under which we had a term A loan in an aggregate initial principal amount of $300,000 (the “2021 Term A Loan”) and a revolving credit facility under which we could borrow up to an aggregate amount of $250,000, subject to the terms of the 2021 Credit Agreement (the “2021 Revolver”). In November 2022, we amended the 2021 Credit Facilities to increase the revolving commitments under the 2021 Revolver to an aggregate amount of $310,000 and to adopt Secured Overnight Financing Rate (“SOFR”) as the reference for the fluctuating rate of interest on the 2021 Credit Facilities, replacing the London Interbank Offered Rate (“LIBOR”) reference rate. In June 2023, we obtained an additional incremental term loan (the “2023 Incremental Term Loan”) in the amount of $50,000 (the 2021 Revolver, the 2021 Term A Loan and the 2023 Incremental Term Loan are collectively referred to as the “2021 Credit Facilities”). The 2021 Revolver contains a letter of credit facility. The interest rate per annum applicable to the 2021 Revolver and the 2021 Term A Loan was based on a fluctuating rate of interest plus an applicable rate equal to 1.50%, 1.75%, 2.00% or 2.25%, in the case of adjusted SOFR rate loans and 0.50%, 0.75%, 1.00% or 1.25%, in the case of base rate loans. The interest rate per annum applicable to the 2023 Incremental Term Loan was based on a fluctuating rate of interest plus an applicable rate equal to 2.00%, 2.25%, 2.50% or 2.75% in the case of adjusted SOFR rate loans and 1.00%, 1.25%, 1.50% or 1.75% in the case of base rate loans. The applicable rates were based on the First Lien Net Leverage Ratio (as defined in the 2021 Credit Agreement, as amended). The 2021 Credit Facilities were scheduled to mature in April 2026. However, the remaining principal balances outstanding under the 2021 Credit Facilities of $301,875 were settled in full with proceeds from the 2024 Credit Facilities on July 3, 2024. ​ 116 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) In September 2022, we entered into a credit agreement (the “2022 Term Loan”) in the amount of $12,000, collateralized by certain facilities. The interest rate per annum applicable to the 2022 Term Loan was based on a fluctuating rate of interest, at the Company’s election from time to time, equal to either (i) one-month adjusted SOFR plus 2.0%, or (ii) a base rate determined by reference to the greater of (a) the prime rate and (b) the Federal Funds Effective Rate plus 0.5%. The 2022 Term Loan was repayable in monthly installments of $35, with the balance payable at maturity and was scheduled to mature in September 2027. However, the remaining outstanding principal balance of $11,265 was repaid in full with proceeds from the 2024 Credit Facilities on July 3, 2024. Debt Balances and Interest Rate Information ​ Long-Term Debt Balances ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ 2026 ​ 2025 Term A-1 Loans due July 2029 ​ $ 335,812 ​ $ 344,588 Term A-2 Loans due July 2031 ​ ​ 286,063 ​ ​ 293,537 Gross term loan balances ​ 621,875 ​ 638,125 Unamortized debt issuance costs ​ (5,081) ​ (6,440) Term loan balances, net of unamortized debt issuance costs ​ 616,794 ​ 631,685 Less: current maturities of long-term debt and other ​ (25,025) ​ (16,250) Long-term debt ​ $ 591,769 ​ $ 615,435 Interest Rates Interest rates as of the balance sheet dates and the weighted-average rates for the periods presented were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30 ​ Years Ended June 30 ​ ​ 2026 2025 ​ 2026 ​ 2025 ​ 2024 ​ Revolving Credit Facility 5.89 % 5.89 % ​ 5.89 % 6.30 % 6.14 % Initial Term A-1 Loan due July 2029 ​ 5.44 % 5.45 % ​ 5.45 % 2.85 % — % Initial Term A-2 Loan due July 2031 ​ 6.39 % 6.39 % ​ 6.39 % 3.31 % — % Delayed Draw Term A-1 Loan due July 2029 ​ 5.92 % 6.50 % ​ 6.12 % 6.39 % — % Delayed Draw Term A-2 Loan due July 2031 ​ 6.43 % 7.20 % ​ 6.68 % 6.81 % — % 2021 Term A Loan ​ — % — % ​ — % — % 2.36 % 2023 Incremental Term Loan ​ — % — % ​ — % — % 7.64 % 2022 Term Loan ​ — % — % ​ — % — % 7.41 % 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 Amended 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 Amended 2024 Credit Facilities to a fixed rate of 3.64% through February 2030. 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 Amended 2024 Credit Facilities. This swap agreement expired on June 30, 2025. 117 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) We designated the interest rate swaps and interest rate collar as highly effective cash flow hedges. For additional details, see “Note 14 — Derivatives.” Aggregate Maturities of Long-Term Debt and Revolver ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ending June 30 ​ ​ ​ ​ Annual Maturities ​ ​ Interest Payments 2027 ​ $ 25,025 ​ $ 43,769 2028 ​ ​ 25,025 ​ ​ 42,289 2029 ​ ​ 25,025 ​ ​ 40,809 2030 ​ ​ 406,637 ​ ​ 16,723 2031 ​ ​ 7,475 ​ ​ 16,243 Thereafter ​ ​ 248,688 ​ ​ — Total ​ $ 737,875 ​ $ 159,833 For purposes of estimating future interest payments until maturity, we assume long-term debt decreases in accordance with the scheduled amortization payments, the outstanding balance of our revolving credit facility borrowings continues unchanged, the September 2024 and March 2025 interest rate swap agreements remain in place through their maturity dates, and future interest rates are the same as the rates at June 30, 2026. ​ 7. Leases Our lease portfolio consists of real estate, vehicles and equipment ROU assets, classified as operating leases. The remaining non-cancelable lease terms, inclusive of renewal options reasonably certain of exercise, range from one to 20 years. The following table summarizes the ROU assets and the related lease liabilities recorded on the consolidated balance sheet: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Balance Sheet Classification Assets: ​ ​ ​ ​ ​ Operating lease ROU assets ​ $ 51,574 ​ $ 41,339 Other assets ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ Current portion ​ 10,572 ​ 9,127 Accrued expenses and other current liabilities Non-current portion ​ 45,401 ​ 33,740 Other liabilities Total operating lease liabilities ​ $ 55,973 ​ $ 42,867 ​ ​ The following table summarizes the composition of net lease expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ ​ 2026 ​ ​ 2025 ​ ​ ​ 2024 Operating lease expense ​ $ 11,696 ​ $ 9,809 ​ $ 8,888 Variable lease expense ​ 2,621 ​ 2,059 ​ 1,150 Short-term lease expense ​ 1,590 ​ 1,477 ​ 1,397 Total lease expense ​ $ 15,907 ​ $ 13,345 ​ $ 11,435 The following tables include other supplemental information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ 2024 Operating cash flows used for ROU operating leases ​ $ 11,710 ​ $ 9,670 ​ $ 8,231 Non-cash changes to ROU operating assets and lease liabilities ​ $ 19,426 ​ $ 11,458 ​ $ 9,283 ​ 118 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ Weighted average remaining lease term (in years) - operating leases 10.4 ​ 9.1 ​ Weighted average discount rate - operating leases 5.02 % 5.01 % At June 30, 2026 maturities of future lease liabilities were: ​ ​ ​ ​ ​ For the Years Ending June 30 ​ ​ ​ ​ ​ 2027 ​ $ 12,199 2028 ​ 9,957 2029 ​ 7,499 2030 ​ 5,770 2031 ​ 4,917 2032 and thereafter ​ 29,987 Total lease payments ​ 70,331 Less: interest ​ 14,358 Total operating lease liabilities ​ $ 55,973 There were no significant future payment obligations related to executed lease agreements for which the related lease had not yet commenced as of June 30, 2026. Our lease agreements do not contain any material restrictive covenants or residual value guarantee provisions. ​ ​ 8. Common Stock, Preferred Stock and Dividends Preferred stock and common stock at June 30, 2026 and 2025 were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ Authorized Shares ​ Par value ​ Issued and outstanding shares Preferred stock 16,000,000 16,000,000 ​ $ 0.0001 — — Common stock – Class A 300,000,000 300,000,000 ​ $ 0.0001 21,068,682 20,367,574 Common stock – Class B 30,000,000 30,000,000 ​ $ 0.0001 19,496,034 20,166,034 Holders of our Class B common stock converted 670,000 shares of Class B common stock to Class A common stock for the year ended June 30, 2026. No shares of Class B common stock were converted to Class A common stock for the year ended June 30, 2025. Common Stock General Except as otherwise provided by our amended and restated certificate of incorporation or applicable law, the holders of our Class A common stock and Class B common stock shall vote together as a single class. There are no cumulative voting rights. Holders of our Class A common stock and Class B common stock are entitled to receive dividends when and if declared by our Board of Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Class A common stock and Class B common stock will be entitled to receive our remaining assets available for distribution. ​ 119 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Class A Common Stock Holders of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our Class A common stock do not have preemptive, subscription or conversion rights. Our Class A common stock is not convertible and there are no redemption or sinking fund provisions applicable to our Class A common stock. Unless our Board of Directors determines otherwise, we will issue all of our capital stock in uncertificated form. Class B Common Stock Holders of our Class B common stock are entitled to 10 votes for each share held of record on all matters submitted to a vote of stockholders. BFI holds all of our outstanding Class B common stock. Holders of our Class B common stock do not have preemptive or subscription rights. There are no redemption or sinking fund provisions applicable to our Class B common stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers by and among BFI, its affiliates and certain Bendheim family members, as described in the amended and restated certificate of incorporation. Once transferred and converted into Class A common stock, the Class B common stock will not be reissued. In addition, all shares of Class B common stock will automatically convert to shares of Class A common stock when the outstanding shares of Class B common stock and Class A common stock held by BFI, its affiliates and certain Bendheim family members, together, is less than 15% of the total outstanding shares of Class A common stock and Class B common stock, taken as a single class. Holders of our Class B common stock have the right to require us to register the sales of their shares under the Securities Act, under the terms of an agreement between us and the holders. Preferred Stock We do not have any preferred stock outstanding. Our Board of Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the General Corporation Law of the State of Delaware. Dividends We declared and paid quarterly cash dividends totaling $19,463, $19,449, and $19,442 for the years ended June 30, 2026, 2025, and 2024, respectively, to holders of our Class A common stock and Class B common stock. On July 28, 2026 our Board of Directors declared a cash dividend of $0.12 per share on Class A common stock and Class B common stock, payable on September 23, 2026 to stockholders of record at the close of business on September 2, 2026. ​ 120 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 9. Stock Incentive Plan In March 2008, our Board of Directors and stockholders adopted the 2008 Incentive Plan (the “Incentive Plan”). The Incentive Plan provides directors, officers, employees and consultants to the Company with opportunities to purchase common stock pursuant to options that may be granted and receive grants of restricted stock and other stock-based awards granted, from time to time by the Board of Directors or a committee approved by the Board. The Incentive Plan provides for grants of stock options, stock awards and other incentives for up to 6,630,000 shares. There were 4,370,837 Class A shares available for grant pursuant to the Incentive Plan as of June 30, 2026. Restricted Stock Units On August 1, 2025, the Company, granted 113,944 time-based 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 year 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 RSUs was $1,597, $717, and $475 for the years ended June 30, 2026, 2025 and 2024, respectively. For the year ended June 30, 2026, changes to the number of outstanding RSUs were as follows: ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30, 2026 ​ RSUs ​ Weighted Average Grant Date Fair Value Outstanding at July 1, 2025 ​ 570,000 ​ $ 5.19 Granted ​ 113,944 ​ $ 25.19 Vested ​ (31,108) ​ $ 11.13 Canceled ​ (3,161) ​ $ 25.19 Outstanding at June 30, 2026 ​ 649,675 ​ $ 8.33 During the years ended June 30, 2026 and 2025, the fair value of the time-based RSUs that vested was $1,600 and $711, respectively. There were no excess tax benefits recognized on the vesting of these RSUs. As of June 30, 2026, there was $3,230 of unrecognized compensation expense related to the RSUs, which will be recognized over a weighted-average period of 2.5 years. Subsequent Events In July 2026, the Company granted 300,000 RSUs to its Chief Executive Officer (“CEO”), pursuant to the Company’s Incentive Plan and the CEO’s RSU award agreement. The RSUs have a grant date fair value of $3,623 and will vest on June 30, 2031, in increments of 25% (with linear interpolation to apply for achievement between increments) based upon achievement of the arithmetic average of the Company’s closing stock price per share for each trading day in the 90-calendar day period ending on June 30, 2031 (the “90-Day Average”) from $70 to $100 and above, subject to Mr. D. Bendheim’s continued employment on such date. None of the RSUs will vest if the 90-Day Average is below $70, and the maximum vesting percentage for the RSUs is 100% for achievement of a 90-Day Average of $100 or above. On August 1, 2026, the Company granted 109,066 time-based RSUs with a grant date fair value of $3,863 to certain senior-level employees. These RSUs vest in three equal annual amounts on each anniversary of August 1, 2026, subject to continued employment through the applicable vesting date, and the related compensation expense will be recognized on a straight-line basis over the three-year vesting period based on the grant date fair value. 121 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) ​ 10. Related Party Transactions Certain relatives of Jack C. Bendheim, our Chairman, President and Chief Executive Officer through June 30, 2026, provided services to the Company as employees or consultants and received aggregate compensation and benefits of $2,593, $2,178, and $1,590 during 2026, 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. ​ 11. Employee Benefit Plans Domestic Pension Plan We maintain a noncontributory defined benefit pension plan for all domestic nonunion employees employed on or prior to December 31, 2013, who meet certain requirements of age, length of service and hours worked per year. We amended the plan to eliminate credit for future service and compensation increases, effective September 2016. Plan benefits are based upon years of service and average compensation, as defined. The measurement dates for the plan were as of June 30, 2026 and 2025. In July 2023, we entered into an annuity purchase agreement to irrevocably transfer a portion of the pension benefit obligation to a third-party insurance company. The annuity purchase price was $26,381 and was approximately equal to the benefit obligation transferred. The annuity purchase was funded from pension assets. We recognized a partial settlement of the pension plan, resulting from the recognition of net pension losses previously included in Accumulated other comprehensive loss. We recorded $10,674 of expense related to this partial settlement in selling, general and administrative expenses in our consolidated statement of operations during the year ended June 30, 2024. Changes in the projected benefit obligation were: ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Change in projected benefit obligation ​ ​ ​ ​ ​ ​ Projected benefit obligation at beginning of year ​ $ 32,760 $ 33,261 Interest cost ​ 1,624 ​ 1,672 Benefits paid ​ (1,175) ​ (1,435) Actuarial gain ​ (180) ​ (738) Projected benefit obligation at end of year ​ $ 33,029 $ 32,760 ​ The discount rate used for the projected benefit obligation at June 30, 2026 and 2025, was 5.6% and 5.5%, respectively. The projected benefit obligation for the year ended June 30, 2026 increased slightly due to an decrease in benefit payments relative to the prior year. The discount rate used each period is determined with reference to current long-term bond market rates. The projected benefit obligation also increases each year by the interest cost due to the passage of time and decreases each year by the benefits paid to plan participants. Changes in the plan assets and funded status of the plan were: ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Change in plan assets ​ ​ ​ ​ ​ ​ Fair value of plan assets at beginning of year ​ $ 30,965 ​ $ 31,024 Actual return on plan assets ​ 2,124 ​ 1,376 Benefits paid ​ (1,175) ​ (1,435) Fair value of plan assets at end of year ​ $ 31,914 ​ $ 30,965 ​ ​ ​ ​ ​ ​ ​ Liability funded status at end of year ​ $ (1,115) ​ $ (1,795) ​ 122 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The actual return on plan assets for the year ended June 30, 2026 was higher than expected due to an increase in the market value of fixed income securities. Our investment strategy is to hold a significant portion of our plan assets in fixed income securities with maturities and amounts approximately matching projected future benefit payments. The funded status is included in other liabilities in the consolidated balance sheets at June 30, 2026 and 2025, respectively. We seek to maintain an asset balance that meets the long-term funding requirements identified by actuarial projections while also satisfying ERISA fiduciary responsibilities. We do not expect to contribute to the domestic pension plan during 2027. Accumulated other comprehensive loss related to the plan was: ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Accumulated other comprehensive loss related to pension plan ​ ​ ​ ​ Balance at beginning of period ​ $ (12,392) ​ $ (13,012) Amortization of net actuarial loss ​ 314 ​ 308 Current period net actuarial gain ​ 414 ​ 312 Net change ​ 728 ​ 620 Balance at end of period ​ $ (11,664) ​ $ (12,392) ​ Net periodic pension expense was: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Interest cost on benefit obligation ​ $ 1,624 ​ $ 1,672 ​ $ 1,775 Expected return on plan assets ​ (1,890) ​ (1,802) ​ (1,884) Amortization of net actuarial loss and prior service costs ​ 314 ​ 308 ​ 370 Settlement expense ​ ​ — ​ ​ — ​ ​ 10,674 Net periodic pension expense ​ $ 48 ​ $ 178 ​ $ 10,935 ​ Significant actuarial assumptions used for the net periodic pension expense for the plan were: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Discount rate for interest cost 5.1 % 5.2 % 5.0 % Expected rate of return on plan assets 6.3 % 6.0 % 5.8 % Discount rate for benefit obligation 5.5 % 5.4 % 5.1 % ​ The plan used the Aon AA Bond Universe as a benchmark for its discount rate as of June 30, 2026, 2025 and 2024. The discount rate is determined by matching the plan’s timing and amount of expected cash outflows to a bond yield curve constructed from a population of AA-rated corporate bond issues that are generally non-callable and have at least $250 million par value outstanding. From this, the discount rate that results in the same present value is calculated. 123 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Estimated future benefit payments, based on the benefit obligation as of June 30, 2026 are: ​ ​ ​ ​ ​ ​ For the Years Ending June 30 ​ ​ ​ ​ ​ 2027 ​ $ 1,684 2028 ​ 1,863 2029 ​ ​ 2,071 2030 ​ ​ 2,171 2031 ​ ​ 2,234 2032 – 2036 ​ 11,999 ​ The plan’s target asset allocation for 2027 and the weighted-average asset allocation of plan assets as of June 30, 2026 and 2025 are: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Target ​ ​ ​ ​ ​ ​ Allocation ​ Percentage of Plan Assets For the Year Ended June 30 ​ ​ ​ 2027 ​ ​ ​ 2026 ​ ​ ​ 2025 Debt securities 65% - 85% ​ 68% ​ ​ ​ 77% Equity securities 10% - 30% ​ 27% ​ 19% Global asset allocation/risk parity (1) 0% - 15% ​ 4% ​ 3% Other 0% - 10% ​ 1% ​ 1% (1) The global asset allocation/risk parity category consists of a variety of asset classes including, but not limited to, global bonds, global equities, real estate and commodities. The expected long-term rate of return for the plan’s total assets is generally based on the plan’s asset mix. In determining the rate to use, we consider the expected long-term real returns on asset categories, expectations for inflation, estimates of the effect of active management and actual historical returns. The investment policy and strategy is to earn a long-term investment return sufficient to meet the obligations of the plan, while assuming a moderate amount of risk in order to maximize investment return. In order to achieve this goal, assets are invested in a diversified portfolio consisting of debt securities, equity securities and other investments in a manner consistent with ERISA’s fiduciary requirements. The fair values of the plan assets by asset category were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements Using As of June 30, 2026 ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total Cash and cash equivalents ​ $ 170 ​ $ — ​ $ — ​ $ 170 Common-collective funds ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global large cap equities ​ — ​ ​ 7,748 ​ ​ 1,034 ​ 8,782 Fixed income securities ​ — ​ ​ 21,793 ​ ​ — ​ 21,793 Mutual funds ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global asset allocations/risk parity ​ 1,169 ​ ​ — ​ ​ — ​ 1,169 ​ ​ $ 1,339 ​ $ 29,541 ​ $ 1,034 ​ $ 31,914 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements Using As of June 30, 2025 ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Total Cash and cash equivalents ​ $ 264 ​ $ — ​ $ — ​ $ 264 Common-collective funds ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global large cap equities ​ — ​ ​ 5,249 ​ ​ 550 ​ 5,799 Fixed income securities ​ — ​ ​ 23,888 ​ ​ — ​ 23,888 Mutual funds ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Global asset allocations/risk parity ​ 1,014 ​ ​ — ​ ​ — ​ 1,014 ​ ​ $ 1,278 ​ $ 29,137 ​ $ 550 ​ $ 30,965 ​ 124 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The table below provides a summary of the changes in the fair value of Level 3 assets: ​ ​ ​ ​ ​ ​ ​ ​ Change in Fair Value Level 3 assets ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Balance at beginning of period ​ $ 550 ​ $ 524 Redemptions ​ (2) ​ (202) Purchases ​ ​ 250 ​ ​ 130 Change in fair value ​ 236 ​ 98 Balance at end of period ​ $ 1,034 ​ $ 550 ​ The following outlines the valuation methodologies used to estimate the fair value of plan assets: ● Cash and cash equivalents are valued at $1 per unit; ● Common-collective funds are determined based on current market values of the underlying assets of the fund; ● Mutual funds are valued using quoted market prices in active markets; and ● For Level 3 managed assets, business appraisers use a combination of valuations and appraisal methodologies, as well as a number of assumptions to create a price that brokers evaluate. For Level 3 non-managed assets, pricing is provided by various sources, such as issuer or investment manager. Other employee benefit plans We provide a 401(k) retirement savings plan, under which United States employees may make pre-tax and post-tax contributions. The Company contributes: (i) a matching contribution equal to 100% of the first 6.0% of an employee’s contribution; and (ii) an additional discretionary contribution of up to 4.5% of compensation, depending on the employee’s age and years of service, provided that such contributions comply with ERISA non-discrimination requirements. Employee and Company contributions are subject to certain ERISA limitations. Employees are immediately vested in Company contributions. Our contribution expense was $11,968, $7,846 and $5,395 in 2026, 2025 and 2024, respectively. Our consolidated balance sheets include other employee-related liabilities of $9,525 and $9,058 as of June 30, 2026 and 2025, respectively, including international retirement plans, supplemental retirement benefits and long-term incentive arrangements. Expense under these plans was $7,125, $4,340 and $4,189 in 2026, 2025 and 2024, respectively. ​ 125 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) ​ ​ 12. Income Taxes The components of income before income taxes consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Domestic ​ $ 57,480 ​ $ 3,304 ​ $ (22,820) Foreign ​ 79,866 ​ 64,689 ​ 33,736 Income before income taxes ​ $ 137,346 ​ $ 67,993 ​ $ 10,916 Components of the provision for income taxes were: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Current provision: ​ ​ ​ ​ ​ ​ Federal ​ $ 3,555 ​ $ 5,557 ​ $ 3,037 State and local ​ 2,789 ​ 2,448 ​ 1,718 Foreign ​ 24,056 ​ 16,477 ​ 15,740 Total current provision ​ 30,400 ​ 24,482 ​ 20,495 Deferred provision (benefit): ​ ​ ​ ​ ​ ​ Federal ​ 7,951 ​ (4,412) ​ (4,755) State and local ​ - ​ (1,521) ​ (1,523) Foreign ​ (15) ​ 1,171 ​ (4,468) Change in foreign valuation allowances ​ (710) ​ 9 ​ (1,249) Total deferred provision (benefit) ​ 7,226 ​ (4,753) ​ (11,995) Provision for income taxes ​ $ 37,626 ​ $ 19,729 ​ $ 8,500 ​ 126 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table presents a reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate for the year ended June 30, 2026: ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30, 2026 ​ ​ ​ ​ Total ​ ​ ​ % ​ U.S. federal statutory income tax rate $ 28,843 ​ 21.0 % United States: ​ ​ ​ ​ ​ ​ State and local income taxes, net of federal income tax benefit(1) ​ 2,190 ​ 1.6 % Effects of cross border tax laws: ​ ​ ​ ​ ​ ​ Global intangible low-taxed income, net ​ ​ 2,036 ​ 1.5 % Foreign-derived intangible income ​ (1,935) ​ (1.4) % Other ​ ​ 1,391 ​ 1.0 % Tax credits: ​ ​ ​ ​ ​ ​ Research and development tax credits ​ ​ (1,223) ​ (0.9) % Other ​ ​ (434) ​ (0.3) % Non-taxable or non-deductible items ​ ​ 1,003 ​ 0.7 % Other ​ ​ (1,837) ​ (1.3) % Foreign tax effects: ​ ​ ​ ​ ​ ​ Israel: ​ ​ ​ ​ ​ Effect of rates different than statutory ​ 470 ​ 0.3 % Effect of Israel reduced rate ​ ​ (1,728) ​ (1.3) % Other ​ ​ 173 ​ 0.1 % Brazil: ​ ​ ​ ​ ​ ​ Effect of rates different than statutory ​ ​ 4,514 ​ 3.3 % Other ​ ​ (996) ​ (0.7) % Argentina: ​ ​ ​ ​ ​ ​ Effect of rates different than statutory ​ ​ 1,145 ​ 0.8 % Other ​ ​ 405 ​ 0.3 % Other foreign jurisdictions ​ ​ 820 ​ 0.6 % Changes in unrecognized tax benefits ​ ​ 2,789 ​ 2.0 % Provision for income taxes and effective tax rate ​ $ 37,626 ​ 27.4 % ​ (1) Minnesota, California, and Illinois, comprise the majority (greater than 50%) of domestic state and local taxes, net of federal benefit. ​ Reconciliations of the federal statutory rate to the Company’s effective tax rate were as follows for the years ended June 30, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ U.S. federal statutory income tax rate 21.0 % 21.0 % State and local taxes, net of federal benefit 0.6 ​ (1.1) ​ Taxes on non-U.S. income (0.6) ​ 9.9 ​ Changes in uncertain tax positions ​ — ​ 30.7 ​ Global intangible low-taxed income 4.7 ​ 18.3 ​ Recognition of federal and foreign tax credits ​ (13.7) ​ (10.6) ​ Change in valuation allowance ​ (0.1) ​ (11.4) ​ Foreign-derived intangible income ​ — ​ (3.8) ​ Non-U.S. withholding and related taxes, net, on planned repatriation ​ 13.0 ​ 28.4 ​ Impact of foreign tax credit regulations and related changes ​ — ​ (20.0) ​ Non-deductible operating expenses ​ 2.9 ​ 11.3 ​ Non-deductible acquisition costs ​ — ​ 4.3 ​ Other 1.1 ​ 0.9 ​ Effective income tax rate 29.0 % 77.9 % 127 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) We record the GILTI aspects of comprehensive U.S. income tax legislation as a period expense. The provision for income taxes for the years ended June 30, 2026, 2025 and 2024, included $1,398, $3,198 and $2,003 of federal tax expense from the effects of GILTI, respectively. The Company benefits from certain tax incentives in Israel, the impact of which are included within “Effect of Israel reduced rate” in the rate reconciliation table above for the year ending June 30, 2026 and “Taxes on non-U.S. income” in the rate reconciliation table above for the years ending June 30, 2025 and 2024. The tax effects of significant temporary differences that comprise deferred tax assets and liabilities were: ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Deferred tax assets: ​ ​ ​ ​ ​ ​ Employee-related accruals ​ $ 6,632 ​ $ 5,940 Inventory ​ 6,472 ​ 10,681 Environmental remediation ​ 652 ​ 783 Net operating loss carry forwards–domestic ​ 864 ​ 689 Net operating loss carry forwards–foreign ​ 921 ​ 2,705 Operating lease liabilities ​ ​ 7,073 ​ ​ 8,399 R&D cost capitalization ​ ​ 7,380 ​ ​ 8,647 Interest expense limitation ​ ​ 426 ​ ​ 3,900 Accrued expenses ​ ​ 10,450 ​ ​ 11,001 Acquisition related expenses ​ ​ 2,051 ​ ​ 2,161 Other ​ ​ 2,017 ​ 4,703 ​ ​ 44,938 ​ 59,609 Valuation allowance ​ (569) ​ (1,279) ​ ​ 44,369 ​ 58,330 Deferred tax liabilities: ​ ​ ​ ​ Property, plant and equipment and intangible assets ​ ​ (16,961) ​ ​ (18,989) Operating lease ROU assets ​ ​ (6,636) ​ ​ (7,939) Prepaid expenses ​ ​ (1,651) ​ ​ (1,728) Unrealized foreign exchange ​ ​ (1,188) ​ ​ (1,601) Non-U.S. withholding and related taxes, net, on planned repatriation ​ ​ (250) ​ ​ (250) Other ​ (4,641) ​ (6,472) ​ ​ (31,327) ​ (36,979) Net deferred tax asset ​ $ 13,042 ​ $ 21,351 Deferred taxes are included in the consolidated balance sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Other assets ​ $ 17,011 ​ $ 25,548 Other liabilities ​ (3,969) ​ (4,197) ​ ​ $ 13,042 ​ $ 21,351 The valuation allowance established against deferred tax assets was: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Balance at beginning of period ​ $ 1,279 ​ $ 1,288 ​ $ 2,598 Benefit for income taxes ​ ​ (710) ​ (9) ​ (1,310) Balance at end of period ​ $ 569 ​ $ 1,279 ​ $ 1,288 The Company records valuation allowances against certain foreign and state deferred tax assets when, after considering all of the available evidence, it is more likely than not that these assets will not be realized. ​ 128 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The Company has $20,258 of state net operating loss carry forwards, of which $13,238 will expire in 2029 through 2045, and $6,930 that do not expire. States with net operating losses generally conform to federal limitations (i.e., post-2017, 80% of current taxable income with an unlimited carry forward period and pre-2018, 100% of current taxable income with 20-year carry forward period). The Company has $3,977 of foreign net operating loss carry forwards primarily in jurisdictions that have no expiration. Belgium has no limitation against the first EUR 1,000 of taxable income and 70% of the excess can be offset by net operating loss carry forwards. If amounts are repatriated from certain of our foreign subsidiaries, we could be subject to additional non-U.S. income and withholding taxes. In connection with the Acquisition (see Note 3), we expect to repatriate approximately $5,000 of non-U.S. earnings, which will be subject to applicable non-U.S. withholding and related taxes. As of June 30, 2026, we recorded a liability of $250 related to undistributed earnings. We consider all other undistributed earnings of such foreign subsidiaries to be indefinitely reinvested. It is not practicable to estimate the additional deferred tax liability associated with the potential repatriation of the undistributed earnings. We do not provide income taxes for foreign currency translation adjustments relating to investments in international subsidiaries that will be held indefinitely. Income taxes paid, net of refunds, for the year ended June 30, 2026 were as follows: ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ 2026 United States: ​ ​ ​ Federal ​ $ - State and local ​ ​ 1,549 Total United States ​ ​ 1,549 Foreign: ​ ​ ​ Brazil ​ ​ 8,559 Israel ​ ​ 4,348 Mexico ​ ​ 2,396 China ​ ​ 1,386 Other ​ ​ 2,385 Total Foreign ​ ​ 19,074 Total income taxes paid, net of refunds ​ $ 20,623 Income taxes paid, net of refunds, for the years ended June 30, 2025 and 2024 were $13,400 and $15,430, respectively. As tax law is complex and often subject to varied interpretations, it is uncertain whether some of our tax positions will be sustained upon examination. Tax liabilities associated with uncertain tax positions represent unrecognized tax benefits, which arise when the estimated benefit recorded in our financial statements differs from the amounts taken or expected to be taken in a tax return because of the uncertainties described above. Substantially all of these unrecognized tax benefits, if recognized, would reduce our effective income tax rate. Reconciliations of the beginning and ending amounts of gross unrecognized tax benefits are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2024 Unrecognized tax benefits–beginning of period ​ $ 12,470 ​ $ 11,861 ​ $ 9,449 Tax position changes–current period ​ 3,255 ​ (809) ​ 2,066 Tax position changes–prior periods, including settlements with tax authorities ​ (11) ​ 541 ​ 615 Lapse of statute of limitations ​ (1,060) ​ (637) ​ (58) Effect of changes in exchange rates ​ 2,478 ​ 1,514 ​ (211) Unrecognized tax benefits–end of period ​ 17,132 ​ 12,470 ​ 11,861 Interest and penalties–end of period ​ 3,909 ​ 2,804 ​ 1,689 Total liabilities related to uncertain tax positions ​ $ 21,041 ​ $ 15,274 ​ $ 13,550 We recognize interest and penalties associated with uncertain tax positions as a component of the provision for income taxes. We recognized and recorded interest and penalties expense of $672, $888 and $740 for 2026, 2025 and 2024, respectively. 129 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Income tax returns for the following periods are no longer subject to examination by the relevant tax authorities: ● U.S. federal and significant states, through June 30, 2022; ● Brazil, through December 31, 2020; and ● Israel, through June 30, 2021. ​ On July 4, 2025, the United States enacted “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14,” (“OBBBA”), also known as the “One Big Beautiful Bill Act.,” OBBBA made significant changes to the Internal Revenue Code, including the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions such as 100% bonus depreciation, domestic research cost expensing, and adjusting the business interest expense limitation. OBBBA has multiple effective dates, with certain international tax provisions not impacting the Company until July 1, 2026. To date, the impact of this legislation was immaterial on our consolidated financial statements. The Company is currently evaluating the potential impact of this legislation on its future consolidated financial statements. Any material effects of OBBBA, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense, will be reflected in the period of enactment and in future periods as additional guidance is issued and the Company completes its analysis. ​ 13. 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 contingent loss accruals 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. 130 Table of Contents 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 $4,260 and $4,292 at June 30, 2026 and 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. United States Tariffs In February 2026, the Supreme Court ruled that tariffs previously imposed under the IEEPA from February 4, 2025 to February 24, 2026 were not authorized. In response to this ruling, we are pursuing the potential recovery of IEEPA tariffs previously paid. As of June 30, 2026, we have confirmed acceptance of claims submitted to the CAPE portal administered by the CBP for the refund of approximately $11.7 million in tariffs previously paid by the Company. We have elected to use the loss recovery model to account for the recoveries of our claims accepted by the CBP. Under this model, a loss recovery is recorded when the recovery is probable and estimable. As of June 30, 2026, we recorded a receivable of $11.7 million within other current assets for claims accepted by the CBP. Of the total recovery, $8.5 million related to tariffs on inventory previously sold to customers and was recorded as a reduction of cost of goods sold for the three and twelve months ended June 30, 2026, and $3.2 million related to tariffs on inventory held as of June 30, 2026 and was recorded as a reduction of inventory. The amount recorded as a reduction of inventory will be recognized as a reduction of cost of goods sold as the related inventory is sold. Employment and Severance Agreements We have entered into employment agreements with certain executive management and other employees that specify severance benefits of up to 12 months of the employee’s compensation. ​ 131 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 14. 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 15— 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 Amended 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 Amended 2024 Credit Facilities to a fixed rate of 3.64% through February 2030. 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 continue to be a party to foreign currency option contracts used to hedge cash flows related to monthly inventory purchases. The individual option contracts mature monthly through September 2026. The forecasted inventory purchases are probable of occurring, and the individual option contracts are designated as highly effective cash flow hedges. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Other current assets ​ ​ ​ ​ Foreign currency option contracts, net ​ $ 2 ​ $ — Interest rate swaps ​ 1,989 ​ 1,442 Other assets ​ ​ ​ ​ ​ ​ Interest rate swaps ​ ​ 2,932 ​ ​ 89 Other liabilities ​ ​ ​ ​ ​ ​ Interest rate swaps ​ ​ — ​ ​ (3,885) Total Fair Value ​ ​ ​ ​ Foreign currency option contracts, net ​ 2 ​ — Interest rate swaps ​ 4,921 ​ (2,354) 132 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Notional amounts of the derivatives as of the balance sheet date were: ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 Interest rate swaps ​ $ 425,000 Brazil Real-USD call options ​ R$ 9,000 Brazil Real-USD put options R$ (9,000) ​ The consolidated statements of operations and statements of other comprehensive income (“OCI”) for the years ended June 30, 2026 and 2025 included the effects of derivatives as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ 2026 ​ ​ ​ 2025 Foreign currency option contracts, net ​ ​ ​ ​ ​ Income recorded in consolidated statements of operations ​ $ (20) ​ $ (1,142) Consolidated statement of operations - total cost of goods sold ​ $ 1,005,578 ​ $ 896,273 Consolidated statement of operations - total selling, general and administrative expenses ​ $ 318,119 ​ $ 289,477 Income recorded in comprehensive income ​ $ (2) ​ $ (47) Interest rate swaps ​ ​ ​ ​ Income recorded in consolidated statements of operations ​ $ (1,869) ​ $ (14,933) Consolidated statement of operations - total interest expense, net ​ $ 44,429 ​ $ 34,602 (Income) expense recorded in comprehensive income ​ $ (7,275) ​ $ 15,505 ​ We recognize gains and losses related to certain foreign currency derivatives as a component of cost of goods sold at the time the hedged item is sold. ​ 15. Fair Value Measurements Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. Financial assets and liabilities are measured at fair value using the three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs based on a company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Significant observable inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. Level 3 — Unobservable inputs for which there is little or no market data available, and that are significant to the overall fair value measurement, are employed that require the reporting entity to develop its own assumptions. In assessing the fair value of financial instruments at June 30, 2026 and 2025, we used a variety of methods and assumptions that were based on estimates of market conditions and risks existing at the time. Cash Equivalents Our cash equivalents in the table below 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. 133 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Short-Term Investments Our short-term investments consist of cash deposits held at financial institutions. We consider the carrying amounts of these short-term investments to be representative of their fair value. 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 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 ​ June 30, 2026 ​ June 30, 2025 ​ ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 Cash equivalents ​ $ 10,500 ​ $ — ​ $ — ​ $ 12,000 ​ $ — ​ $ — Short-term investments ​ $ 20,575 ​ $ — ​ $ — ​ $ 9,000 ​ $ — ​ $ — Foreign currency derivatives ​ $ — ​ $ 2 ​ $ — ​ $ — ​ $ — ​ $ — Interest rate swaps ​ $ — ​ $ 4,921 ​ $ — ​ $ — ​ $ (2,354) ​ $ — There were no Level 3 liabilities during the periods presented. For a detailed discussion on the fair value of our pension plan assets, see “Note 11 — Employee Benefit Plans.” ​ ​ ​ 134 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 16. 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 goods sold 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. 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 allocated resources for each segment. 135 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ 2026 ​ 2025 ​ 2024 Net sales ​ ​ ​ ​ ​ ​ Animal Health ​ $ 1,162,219 ​ $ 962,796 ​ $ 706,482 Mineral Nutrition ​ 282,341 ​ 253,240 ​ 243,663 Performance Products ​ 73,533 ​ 80,179 ​ 67,534 Total segments ​ $ 1,518,093 ​ $ 1,296,215 ​ $ 1,017,679 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30 ​ ​ ​ ​ 2026 ​ 2025 ​ 2024 Animal Health ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales $ 1,162,219 ​ $ 962,796 ​ $ 706,482 Cost of goods sold ​ ​ ​ 692,528 ​ ​ 607,069 ​ ​ 428,683 Selling, general and administrative expenses (1) ​ ​ ​ 213,383 ​ ​ 182,310 ​ ​ 162,009 Add: Depreciation and amortization ​ ​ ​ 46,268 ​ ​ 40,475 ​ ​ 30,194 Add: Acquisition-related cost of goods sold (2) ​ ​ ​ 1,956 ​ ​ 5,679 ​ ​ 521 Add: Phibro Forward income growth initiatives implementation costs - cost of goods sold (3) ​ ​ ​ — ​ ​ 3,798 ​ ​ — Add: Phibro Forward income growth initiatives implementation costs - SG&A (3) ​ ​ ​ — ​ ​ 1,771 ​ ​ — Subtract: Insurance proceeds (4) ​ ​ ​ (954) ​ ​ (2,880) ​ ​ (899) Adjusted EBITDA ​ ​ ​ 303,578 ​ ​ 222,260 ​ ​ 145,606 Mineral Nutrition ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ 282,341 ​ ​ 253,240 ​ ​ 243,663 Cost of goods sold ​ ​ ​ 255,664 ​ ​ 226,864 ​ ​ 222,363 Selling, general and administrative expenses (1) ​ ​ ​ 7,221 ​ ​ 7,642 ​ ​ 7,278 Add: Depreciation and amortization ​ ​ ​ 2,214 ​ ​ 2,102 ​ ​ 2,427 Adjusted EBITDA ​ ​ ​ 21,670 ​ ​ 20,836 ​ ​ 16,449 Performance Products ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ 73,533 ​ ​ 80,179 ​ ​ 67,534 Cost of goods sold ​ ​ ​ 57,382 ​ ​ 62,364 ​ ​ 53,519 Selling, general and administrative expenses (1) ​ ​ ​ 9,056 ​ ​ 8,405 ​ ​ 8,041 Add: Depreciation and amortization ​ ​ ​ 966 ​ ​ 1,137 ​ ​ 1,688 Adjusted EBITDA ​ ​ ​ 8,061 ​ ​ 10,547 ​ ​ 7,662 Adjusted EBITDA – Total segments ​ ​ $ 333,309 ​ $ 253,643 ​ $ 169,717 Reconciliation of Adjusted EBITDA to income before income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ​ 44,429 ​ 34,602 ​ 18,536 Depreciation and amortization – Total segments ​ ​ 49,448 ​ 43,714 ​ 34,309 Depreciation and amortization – Corporate ​ ​ 2,066 ​ 1,891 ​ 1,869 Corporate costs ​ ​ ​ 78,338 ​ ​ 69,959 ​ ​ 58,480 Acquisition-related cost of goods sold ​ ​ 1,956 ​ 5,679 ​ 521 Acquisition-related transaction costs ​ ​ 1,305 ​ 13,322 ​ 6,405 Pension settlement cost ​ ​ ​ — ​ ​ — ​ ​ 10,674 Brazil employment taxes ​ ​ ​ — ​ ​ — ​ ​ 4,202 Stock-based compensation - named executive officer awards granted in fiscal year 2024 ​ ​ 717 ​ 717 ​ 475 Phibro Forward income growth initiatives implementation costs - cost of goods sold (3) ​ ​ ​ — ​ ​ 3,798 ​ ​ — Phibro Forward income growth initiatives implementation costs - SG&A (3) ​ ​ ​ 8,646 ​ ​ 6,978 ​ ​ 366 Insurance proceeds (4) ​ ​ ​ (3,563) ​ ​ (2,880) ​ ​ (899) Foreign currency losses, net ​ ​ 12,621 ​ 7,870 ​ 23,863 Income before income taxes ​ ​ $ 137,346 ​ $ 67,993 ​ $ 10,916 (1) Selling, general, and administrative expenses primarily include compensation-related expenses for employees not directly involved in the production and sale of inventory, rent expense, 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. 136 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (3) Phibro Forward is a company-wide initiative focused on unlocking additional areas of revenue growth and cost savings. For the year ended June 30, 2026, this includes $8.6 million recorded within selling, general and administrative expenses primarily for consultancy costs related to the initiative. For the year ended June 30, 2025, this included charges of $5.6 million related to the closure of an immaterial business within the Animal Health segment, of which $5.3 million was related to non-cash asset write-offs. $3.8 million of the non-cash asset write-offs was recorded within cost of goods sold and $1.5 million was recorded within selling, general, and administrative expenses. For the year ended June 30, 2025, charges related to Phibro Forward also include $5.2 million for consulting and other costs recorded within selling, general, and administrative expenses. For the year ended June 30, 2024, this included $0.4 million for Corporate consulting costs recorded within selling, general, and administrative expenses. (4) Represents insurance settlement gains. The geographic location of property, plant and equipment, net and operating lease ROU assets was: ​ ​ ​ ​ ​ ​ ​ ​ As of June 30 ​ ​ ​ 2026 ​ ​ ​ 2025 Property, plant and equipment, net and operating lease ROU assets ​ ​ ​ ​ United States ​ $ 234,523 ​ $ 239,874 Israel ​ 88,871 ​ 74,403 Brazil ​ 44,051 ​ 34,504 Ireland ​ ​ 30,825 ​ ​ 25,141 Other ​ 22,478 ​ 22,107 ​ ​ $ 420,748 ​ $ 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. ​ 17. Subsequent Events In August 2026, management decided to close the Company’s Chicago Heights manufacturing facility as part of a strategic consolidation of our plant network. Production shutdown is expected in the summer of 2027. The manufacturing of products made at this facility will be relocated to our other manufacturing facilities as well as third party contract manufacturers. We are currently evaluating the impact of the closure and cannot reasonably estimate all financial impacts at this time. ​ ​ 137 Table of Contents