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Item 9A. Controls and Procedures

2024-10-10 compared with 2023-10-12 · 65 added, 51 removed, 199 unchanged (37% of the section changed)

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Based upon the controls evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

On May 1, 2024, the Company completed its acquisition of Ultra Pet as discussed in Note 2 - Acquisition.

Management has excluded Ultra Pet's internal controls from its assessment of the effectiveness of internal controls over financial reporting as of July 31, 2024.

Ultra Pet's net sales and total assets (excluding goodwill and intangible assets, which were integrated into the Company's control environment) represent approximately 1% and 3% percent, respectively, of the consolidated financial statement amounts for the fiscal year ended, and as of July 31, 2024.

Management’s Report on Internal Control Over Financial Reporting

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ITEM 9B – OTHER INFORMATION

On June 29, 2023, the Company entered into the Sixth Amendment (the “Amendment”) to the Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001 between A&M Products Manufacturing Company, a subsidiary of The Clorox Company, and Oil-Dri Corporation of America (as amended by the First Amendment, dated December 13, 2002, the Second Amendment, dated October 15, 2007, the Third Amendment, dated May 27, 2016, the Fourth Amendment, dated December 4, 2020, and the Fifth Amendment, dated April 10, 2023, the “Memorandum Agreement”).

The Amendment extends the initial term of the Memorandum Agreement.

On September 21, 2023, the Company entered into the Seventh Amendment (the “Seventh Amendment”) to the Memorandum of Agreement, as amended by the Sixth Amendment.

The Seventh Amendment further extends the initial term of the

Memorandum Agreement.

The foregoing is a brief description of the material terms of the Sixth Amendment and the Seventh Amendment and does not purport to be a complete description of the rights and obligations of the parties thereunder.

The foregoing description is qualified in its entirety by reference to the Sixth Amendment and the Seventh Amendment, which are filed as Exhibits 10.40 and 10.41 to this Annual Report on Form 10-K, respectively.

During fiscal year 2024, none of our officers or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408 of Regulation S-K).

ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Description SEC Document Reference

2.1** Stock Purchase Agreement, dated April 16, 2024, by and among the Oil-Dri Corporation of America, Ultra Pet, LLC, Ultra Pet Company, Inc., and certain equity holders of Ultra Pet, LLC set forth on the signature page thereto.

Incorporated by reference to Exhibit 2.1 to Oil-Dri's Current Report on Form 8-K (File No.

001-12622) filed on April 16, 2024.

3.1 Certificate of Incorporation of Oil-Dri, as amended.

5 unchanged sentences

4.1 Description of Capital Stock Filed herewith

Description SEC Document Reference

10.1 Memorandum of Agreement #1450 “Fresh Step“ ® dated as of March 12, 2001 between A&M Products Manufacturing Company and Oil-Dri.

1 unchanged sentence

001-12622) Quarterly Report on Form 10-Q for the quarter ended October 31, 2020.

Description SEC Document Reference

10.2 First Amendment, dated as of December 13, 2002, to Memorandum of Agreement #1450 “Fresh Step” ® dated as of March 12, 2001.

7 unchanged sentences

001-12622) Quarterly Report on Form 10-Q for the quarter ended October 31, 2020.

10.5 Fourth Amendment, dated as of December 4, 2020, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Incorporated by reference to Exhibit 10.4 to Oil-Dri’s (file No.

001-12622) Quarterly Report on Form 10-Q for the quarter ended October 31, 2020.

10.6 Fifth Amendment, dated as of April 10, 2023, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Incorporated by reference to Exhibit 10.1 to Oil-Dri's (file No.

001-126 2 2 ) Quarterly Report on Form 10-Q for the quarter ended April 30, 2023.

10.7 Sixth Amendment, dated as of June 29, 2023, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Incorporated by reference to Exhibit 10.

40 to Oil-Dri's (file No.

001-126 22 ) Annual Report on Form 10- K for the year ended July 31, 2023 .

10.8 Seventh Amendment, dated as of September 21, 2023, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Incorporated by reference to Exhibit 10.

41 to Oil-Dri's (file No.

001-126 22 ) Annual Report on Form 10-K for the year ended July 31, 2023.

10.9 Eighth Amendment, dated as of January 25.

2024, to Memorandum of Agreement #1450 "Fresh Step" ™ dated as of March 12, 2001.

Incorporated by reference to Exhibit 10.1 to Oil-Dri's (file No.

001-126 22 ) Quarterly Report on Form 10-Q for the quarter ended January 31, 2024.

10.10 Exclusive Supply Agreement dated May 19, 1999 between Church & Dwight Co., Inc.

10 unchanged sentences

001-12622) Current Report on Form 8-K filed on December 28, 2011.

Description SEC Document Reference

10.14 Third Amendment, dated as of June 21, 2012 to Credit Agreement dated as of January 27, 2006.

10 unchanged sentences

001-12622) Current Report on Form 8-K filed on January 31, 2019.

10.18 Oil-Dri BMO - Modification to BMO Harris Bank N.A.

Credit Agreement.

Incorporated by reference to Exhibit 10.1 to Oil-Dri’s (file No.

001-12622) Quarterly Report on Form 10-Q for the quarter ended April 30, 2022.

10.19 Sixth Amendment to Credit Agreement dated as of August 30, 2022, between Oil-Dri Corporation of America and BMO Harris Bank N.A.

Incorporated by reference to Exhibit 10.1 to Oil-Dri's (file No.

001-12622) Current Report on Form 8-K filed on September 6, 2022.

10.20 Seventh Amendment to Credit Agreement, dated April 16, 2024, by and between Oil-Dri Corporation of American and BMO Bank N.A.

Incorporated by reference to Exhibit 2.1 to Oil-Dri's Current Report on Form 8-K (File No.

001-12622) filed on April 16, 2024.

10.21 $18,500,000 Note Agreement dated as of November 12, 2010 among Oil-Dri Corporation of America, The Prudential Insurance Company of America, Prudential Retirement Insurance and Annuity Company, Forethought Life Insurance Company, Physicians Mutual Insurance Company and BCBSM, Inc.

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001-12622) Current Report on Form 8-K filed on November 16, 2010.

Description SEC Document Reference

10.22 Amended and Restated Note Purchase and Private Shelf Agreement, dated as of May 15, 2020, among Oil-Dri Corporation of America, PGIM, Inc.

2 unchanged sentences

001-12622) Current Report on Form 8-K filed on May 21, 2020.

10.23 Amendment No.

1 dated December 16, 2021 to the Amended and Restated Note Purchase and Private Shelf Agreement among Oil-Dri Corporation of America, PGIM, Inc.

and existing noteholders and purchasers named therein.

Incorporated by reference to Exhibit 10.1 to Oil-Dri's (file No.

001-12622) Current Report on Form 8-K filed on December 17, 2021.

10.24 Amendment No.

2 to Amended and Restated Note Purchase and Private Shelf Agreement.

Incorporated by reference to Exhibit 10.2 to Oil-Dri’s (file No.

001-12622) Quarterly Report on Form 10-Q for the quarter ended April 30, 2022.

10.25 Amendment No.

3 to Amended and Restated Note Purchase and Private Shelf Agreement, dated August 30, 2022, among Oil-Dri Corporation of America, PGIM, Inc.

and existing noteholders named therein.

Incorporated by reference to Exhibit 10.2 to Oil-Dri's (file No.

001-12622) Current Report on Form 8-K filed on September 6, 2022.

Description SEC Document Reference

10.26 Amendment No.

4 to Amended and Restated Note Purchase and Private Shelf Agreement, dated September 21, 2023 among Oil-Dri Corporation of America, PGIM, Inc.

and existing note holders Incorporated by reference to Exhibit 10.1 to Oil-Dri's (file No.

001-12622) Current Report on Form 8-K filed on September 22, 2023.

10.27 Oil-Dri Corporation of America Deferred Compensation Plan, as amended and restated effective April 1, 2003.* Incorporated by reference to Exhibit (10)(j)(1) to Oil-Dri’s (File No.

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001-12622) Definitive Proxy Statement on Schedule 14A filed on October 30, 2019

Description SEC Document Reference

10.25 Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Stock Option Agreement for Class A Common Stock.* Incorporated by reference to Exhibit 10.2 to Oil-Dri’s (file No.

001-12622) Current Report on Form 8-K filed on December 11, 2006.

Description SEC Document Reference

10.26 Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Stock Option Agreement for Common Stock.* Incorporated by reference to Exhibit 10.3 to Oil-Dri’s (file No.

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001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 2018 .

10.33 Fourth Amendment, dated as of December 4, 2020, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Incorporated by reference to Exhibit 10.4 to Oil-Dri’s (file No.

001-12622) Quarterly Report on Form 10-Q for the quarter ended October 31, 2020.

10.34 Amendment No.

1 dated December 16, 2021 to the Amended and Restated Note Purchase and Private Shelf Agreement among Oil-Dri Corporation of America, PGIM, Inc.

and existing noteholders and purchasers named therein.

Incorporated by reference to Exhibit 10.1 to Oil-Dri's (file No.

001-12622) Current Report on Form 8-K filed on December 17, 2021.

10.35 Oil-Dri BMO - Modification to BMO Harris Bank N.A.

Credit Agreement.

Incorporated by reference to Exhibit 10.1 to Oil-Dri’s (file No.

001-12622) Quarterly Report on Form 10-Q for the quarter ended April 30, 2022.

10.36 Amendment No.

2 to Amended and Restated Note Purchase and Private Shelf Agreement.

Incorporated by reference to Exhibit 10.2 to Oil-Dri’s (file No.

001-12622) Quarterly Report on Form 10-Q for the quarter ended April 30, 2022.

Description SEC Document Reference

10.37 Sixth Amendment to Credit Agreement dated as of August 30, 2022, between Oil-Dri Corporation of America and BMO Harris Bank N.A.

Incorporated by reference to Exhibit 10.1 to Oil-Dri's (file No.

001-12622) Current Report on Form 8-K filed on September 6, 2022.

Amendment No.

3 to Amended and Restated Note Purchase and Private Shelf Agreement, dated August 30, 2022, among Oil-Dri Corporation of America, PGIM, Inc.

and existing noteholders named therein.

Incorporated by reference to Exhibit 10.2 to Oil-Dri's (file No.

001-12622) Current Report on Form 8-K filed on September 6, 2022.

10.39 Fifth Amendment, dated as of April 10, 2023, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Incorporated by reference to Exhibit 10.1 to Oil-Dri's (file No.

001-12611) Quarterly Report on Form 10-Q for the quarter ended April 30, 2023.

10.40 Sixth Amendment, dated as of June 29, 2023, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Filed herewith.

10.41 Seventh Amendment, dated as of September 21, 2023, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Filed herewith.

14.1 Amended and Restated Code of Ethics Available at Oil-Dri’s website at www.oildri.com or in print upon request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, IL 60611-4213, telephone (312) 321-1515 or e-mail to info@oildri.com.

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32.1 Certifications pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

Furnished herewith.

F iled herewith.

95 Mine Safety Disclosure Filed herewith.

97 Oil-Dri Corporation of America Compensation Recovery Policy Filed herewith.

101.INS XBRL Taxonomy Instance Document The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document Furnished herewith.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Furnished herewith.

Description SEC Document Reference

101.DEF XBRL Taxonomy Extension Definition Linkbase Document Furnished herewith.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Furnished herewith

101.LAB XBRL Taxonomy Extension Labels Linkbase Document Furnished herewith.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Furnished herewith.

101.SCH XBRL Taxonomy Extension Schema Document Filed herewith.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith.

101.LAB XBRL Taxonomy Extension Labels Linkbase Document Filed herewith.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Filed herewith.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith.

† Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.

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* Management contract or compensatory plan or arrangement.

** The schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to provide a copy of the omitted schedules and similar attachments on a supplemental basis to the Commission or its staff, if requested.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Oil-Dri has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Chief Financial Officer

(Principal Financial Officer)

Atkinson October 12, 2023

Vice President, Corporate Controller

(Principal Accounting Officer & Principal Financial Officer)

/s/ Ellen-Blair Chube October 10, 2024

9 unchanged sentences

Selig October 10, 2024

Suckow October 12, 2023

/s/ Lawrence E.

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(in thousands )

Allowance for doubtful accounts and cash discounts:

Allowance for credit losses and cash discounts:

Balance, beginning of year $ 1,087 $ 922

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures