Item 5. Market for Registrant’s Common Equity
ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Common Stock is traded on the NYSE under the symbol ODC. There is no established trading market for our Class B Stock. There are no shares of Class A Common Stock currently outstanding. See Exhibit 4.1 to this Annual Report on Form 10-K for a description of our Common Stock, Class B Stock and Class A Common Stock. The number of holders of record of Common Stock and Class B Stock on September 30, 2025 were 734 and 24, respectively, as reported by our transfer agent. In the last three fiscal years, we have not sold any securities which were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
Dividends
Our Board determines the timing and amount of any dividends. Our Board may change its dividend practice at any time. The declaration and payment of future dividends, if any, will depend upon, among other things, our future earnings, capital requirements, financial condition, legal requirements, contractual restrictions and other factors that our Board deems relevant. Our Credit Agreement, dated as of January 27, 2006 (as previously amended, the "Credit Agreement"), with BMO Harris Bank N.A (“BMO Harris”), and certain of our domestic subsidiaries, and our Amended and Restated Note Purchase and Private Shelf Agreement (as amended, the "Note Agreement") with PGIM, Inc. ("Prudential") requires that we maintain a maximum debt to earnings ratio and a minimum fixed charge coverage ratio. To the extent that these balances are not attained, our ability to pay dividends may be impaired. See Note 4 of the Notes to the Consolidated Financial Statements for further information about our debt agreements.
Unregistered Sales of Equity Securities
None.
Issuer Repurchase of Equity Securities
The following chart summarizes our Common Stock purchases during the three months ended July 31, 2025.
ISSUER PURCHASES OF EQUITY SECURITIES 1,2
(a) (b) (c) (d)
For the Three Months Ended July 31, 2025 Total Number of Shares Purchased 3
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that may yet be Purchased Under Plans or Programs 4
May 1, 2025 to May 31, 2025 — $— — 362,938
June 1, 2025 to June 30, 2025 1,992 $57.91 — 360,946
July 1, 2025 to July 31, 2025 — $— — 360,946
1 The table summarizes repurchases of (and remaining authority to repurchase) shares of our Common Stock. Our Board authorized the repurchase of 300,000 shares of Class B Stock on March 21, 2018, however, there have been no repurchases of Class B Stock for the three months ended July 31, 2025 and the authorized Class B Stock is not included in the table above. Of this amount, 244,113 shares of Class B Stock remain authorized for repurchase as of July 31, 2025. No shares of our Class A Common Stock are currently outstanding. Descriptions of our Common Stock, Class B Stock and Class A Common Stock are contained in Exhibit 4.1 of this Annual Report on Form 10-K for the fiscal year ended July 31, 2025.
2 The figures in the table reflect transactions according to the settlement dates. For purposes of our consolidated financial statements included in this Annual Report on Form 10-K, the impact of these repurchases is recorded according to the settlement dates.
3 All shares of Common Stock were surrendered by employees to pay taxes related to restricted stock awards. No shares of Common Stock or Class B Stock were repurchased pursuant to publicly announced programs.
4 Our Board of Directors authorized the repurchase of 750,000 shares of Common Stock on March 11, 2019. This authorization does not have a stated expiration date. The share numbers in this column indicate the number of shares of Common Stock that may yet be repurchased under this authorization. Repurchases may be made on the open market (pursuant to Rule 10b5-1 plans or otherwise) or in negotiated transactions. The timing and number of shares of Common Stock repurchased will be determined by our management.
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Stock Performance Graph
The following graph compares the annual cumulative total stockholders’ returns for the five years ending July 31, 2025 on an assumed investment of $100 on July 31, 2020 in our Common Stock, the Russell 2000 Index and the Dow Jones US Basic Materials Index. Our Common Stock is included in the Russell 2000 Index, and we consider the Dow Jones US Basic Materials Index to be our peer group. The graph assumes all dividends were reinvested. The historical stock price performance of our Common Stock is not necessarily indicative of future stock performance, and we do not make or endorse any predictions as to future stockholder returns.
Comparative Five-Year Total Returns
(Performance results through July 31, 2025)
2020 2021 2022 2023 2024 2025
Oil-Dri Corp. of America Total Return $ 100.00 $ 105.33 $ 92.38 $ 198.93 $ 209.93 $ 369.65
Russell 2000 Total Return $ 100.00 $ 151.97 $ 130.25 $ 140.55 $ 160.58 $ 159.69
Dow Jones US Basic Materials Index Total Return $ 100.00 $ 141.31 $ 136.88 $ 157.04 $ 165.30 $ 160.56
This performance graph and accompanying disclosure shall not be deemed “soliciting material” or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
ITEM 6 – [RESERVED]
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