What changed in this filing

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Item 9A. Controls and Procedures

2025-10-09 compared with 2024-10-10 · 33 added, 53 removed, 211 unchanged (29% of the section changed)

2 unchanged sentences

Management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Form 10-K.

The controls evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

The controls evaluation was conducted under the supervision and with the participation of management, including our CEO and Chief Financial Officer (“CFO”).

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

Management’s Report on Internal Control Over Financial Reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K.

Management’s Report on Internal Control Over Financial Reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.

Changes in Internal Control over Financial Reporting

11 unchanged sentences

ITEM 9B – OTHER INFORMATION

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).

During the quarter ended July 31, 2025, 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

2 unchanged sentences

Election of Directors,” “Executive Officers,” “CORPORATE GOVERNANCE MATTERS - Director Nominations,” “Board of Directors Committee Membership and Meetings,” (including the “Audit Committee” section thereunder) and “Corporate Governance Matters” and is incorporated herein by this reference.

The Company has adopted a Code of Ethics and Business Conduct (the “Code”) which applies to all of its directors, officers (including the Company’s Chief Executive Officer and senior financial officers) and employees.

The Code imposes significant responsibilities on the Chief Executive Officer and the senior financial officers of the Company.

The Company has adopted a Code of Ethics and Business Conduct (the “Code”) which applies to all of its directors, officers (including the Company’s CEO and senior financial officers) and employees.

The Code imposes significant responsibilities on the CEO and the senior financial officers of the Company.

The Code, the Company’s Corporate Governance Guidelines and the charter of its Audit Committee may be viewed on the Company’s website at www.oildri.com and are available in print to any person upon request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611-4213, telephone (312) 321-1515 or e-mail to info@oildri.com.

Any amendment to, or waiver of, a provision of the Code which applies to the Company’s Chief Executive Officer or senior financial officers and relates to the elements of a “code of ethics” as defined by the SEC will also be posted on the Company’s website.

Any amendment to, or waiver of, a provision of the Code which applies to the Company’s CEO or senior financial officers and relates to the elements of a “code of ethics” as defined by the SEC will also be posted on the Company’s website.

As allowed by the “controlled company” exemption to certain NYSE rules, the Company does not have a nominating/corporate governance committee (as defined by the NYSE rules) and its compensation committee does not have a charter.

21 unchanged sentences

Consolidated Balance Sheets as of July 31, 2025 and July 31, 2024.

Consolidated Statements of Operations for the fiscal years ended July 31, 2024 and July 31, 2023.

Consolidated Statements of Comprehensive Income for the fiscal years ended July 31, 2024 and July 31, 2023.

Consolidated Statements of Stockholders’ Equity for the fiscal years ended July 31, 2024 and July 31, 2023.

Consolidated Statements of Cash Flows for the fiscal years ended July 31, 2024 and July 31, 2023.

Consolidated Statements of Operations for the fiscal years ended July 31, 2025, July 31, 2024 and July 31, 2023.

Consolidated Statements of Comprehensive Income for the fiscal years ended July 31, 2025, July 31, 2024 and July 31, 2023.

Consolidated Statements of Stockholders’ Equity for the fiscal years ended July 31, 2025, July 31, 2024 and July 31, 2023.

Consolidated Statements of Cash Flows for the fiscal years ended July 31, 2025, July 31, 2024 and July 31, 2023.

Notes to the Consolidated Financial Statements.

9 unchanged sentences

001-12622) filed on April 16, 2024.

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

Incorporated by reference to Exhibit 4.1 to Oil-Dri’s Registration Statement on Form S-8 (Registration No.

333-57625), filed on June 24, 1998.

3.1 Certificate of Incorporation of Oil-Dri, as amended on December 11, 2024 .

Incorporated by reference to Exhibit 3.1 to Oil-Dri’s Quarterly Report on Form 10-Q filed on March 11, 2025.

3.2 By-Laws of Oil-Dri Corporation of America, as Amended and Restated on December 12, 2017.

3 unchanged sentences

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.

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 October 31, 2020.

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

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

001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 2007.

10.3 Second Amendment, dated as of October 15, 2007, to Memorandum of Agreement #1450 “Fresh Step” ® dated as of March 12, 2001.

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 October 31, 2020.

10.4 Third Amendment, dated as of May 27, 2016, to Memorandum of Agreement #1450 “Fresh Step” ® dated as of March 12, 2001.

Incorporated by reference to Exhibit 10.3 to Oil-Dri’s (File No.

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.

Incorporated by reference to Exhibit 10.5 to Oil-Dri’s (File No.

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

10.1 Credit Agreement, dated January 27, 2006 among the Company, certain subsidiaries of the Company and Harris N.A.

7 unchanged sentences

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

Description SEC Document Reference

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

20 unchanged sentences

001-12622) filed on April 16, 2024.

10.11 Eighth Amendment to Credit Agreement, dated September 30, 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 October 1, 2024.

10.12 $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.

2 unchanged sentences

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

Description SEC Document Reference

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

16 unchanged sentences

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

Description SEC Document Reference

10.17 Amendment No.

14 unchanged sentences

001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 2020.

10.24 Amended and Restated Oil-Dri Corporation of America 2006 Long Term Incentive Plan* Incorporated by reference to Appendix A to Oil-Dri’s (File No.

001-12622) Definitive Proxy Statement on Schedule 14A filed on October 30, 2023.

Description SEC Document Reference

10.25 Oil-Dri Corporation of America 2006 Long Term Incentive Plan (as amended and restated effective July 28, 2006)* Incorporated by reference to Appendix A to Oil-Dri’s (File No.

8 unchanged sentences

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

Description SEC Document Reference

10.30 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.

12 unchanged sentences

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

Description SEC Document Reference

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.

19.1 Insider Trading Policy Filed herewith.

21.1 Subsidiaries of Oil-Dri Corporation of America Filed herewith.

3 unchanged sentences

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

F iled herewith.

Filed herewith.

95 Mine Safety Disclosure Filed herewith.

25 unchanged sentences

Chief Financial Officer

(Principal Accounting Officer & Principal Financial Officer)

(Principal Financial Officer)

/s/ Jonathan Blake

October 9, 2025

Jonathan Blake

Corporate Controller

(Principal Accounting Officer)

/s/ Ellen-Blair Chube October 9, 2025

17 unchanged sentences

Balance, beginning of year $ 934 $ 1,087

(Reduction) addition (153) 165

Net recovery — —

Increase (Decrease)

Balance, end of year $ 1,493 $ 934

1 unchanged sentence

Balance, beginning of year $ 2,470 $ 1,698

Change 772 (63)

Balance, end of year $ 2,846 $ 2,470

Inventory Reserve

Balance, beginning of year $ 3,772 $ 3,648

(Decrease) Increase

Balance, end of year $ 3,677 $ 3,772

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