What changed in this filing

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Item 1. Financial Statements

2025-12-08 compared with 2025-06-05 · 143 added, 243 removed, 428 unchanged (47% of the section changed)

3 unchanged sentences

(in thousands, except for share and per share amounts, unaudited)

ASSETS April 30,

ASSETS October 31,

2025 July 31,

1 unchanged sentence

Cash and cash equivalents $ 42,384 $ 50,458

Accounts receivable, net of allowances

of $ 1,370 and $ 934 at April 30, 2025 and July 31, 2024, respectively

Accounts receivable, net of allowances of $ 1,293 and $ 1,493 at October 31, 2025 and July 31, 2025, respectively

66,469 69,370

4 unchanged sentences

Goodwill 16,017 16,017

Trademarks, trade names and patents, net of accumulated amortization

of $ 664 and $ 625 at April 30, 2025 and July 31, 2024, respectively

Customer list, net of accumulated amortization

of $ 8,996 and $ 8,149 at April 30, 2025 and July 31, 2024, respectively

Trademarks, trade names and patents, net of accumulated amortization of $ 710 and $ 693 at October 31, 2025 and July 31, 2025, respectively

Customer list, net of accumulated amortization of $ 9,560 and $ 9,278 at October 31, 2025 and July 31, 2025, respectively

18,625 18,907

8 unchanged sentences

(in thousands, except for share and per share amounts, unaudited)

LIABILITIES & STOCKHOLDERS’ EQUITY April 30,

LIABILITIES & STOCKHOLDERS’ EQUITY October 31,

2025 July 31,

7 unchanged sentences

Noncurrent Liabilities

Long-term debt, net of unamortized debt issuance costs

of $ 193 and $ 226 at April 30, 2025 and July 31, 2024, respectively

Long-term debt, net of unamortized debt issuance costs of $ 173 and $ 183 at October 31, 2025 and July 31, 2025, respectively

38,827 38,817

6 unchanged sentences

Stockholders’ Equity

Common Stock, par value $ .10 per share, issued 15,269,261 shares at April 30, 2025

Common Stock, par value $ .10 per share, issued 15,327,961 shares at October 31, 2025

and 15,276,261 shares at July 31, 2025

Class B Stock, par value $ .10 per share, issued 4,650,484 shares at April 30, 2025

Class B Stock, par value $ .10 per share, issued 4,650,484 shares at October 31, 2025

and 4,650,484 shares at July 31, 2025

3 unchanged sentences

Less Treasury Stock, at cost ( 4,984,704 Common and 416,544 Class B shares at

April 30, 2025 and 4,867,880 Common and 362,649 Class B shares at July 31, 2024)

October 31, 2025 and 4,902,881 Common and 380,628 Class B shares at July 31, 2025)

( 94,516 ) ( 87,540 )

5 unchanged sentences

(in thousands, except for share and per share amounts, unaudited)

For the Nine Months Ended April 30,

For the Three Months Ended October 31,

Net Sales $ 120,486 $ 127,945

3 unchanged sentences

Income from Operations 16,954 21,190

Other (Expense) Income

Other Income (Expense)

Interest expense ( 556 ) ( 734 )

1 unchanged sentence

Other, net 882 ( 404 )

Total Other Expense, Net ( 1,866 ) ( 1,103 )

Total Other Income (Expense), Net 720 ( 988 )

Income Before Income Taxes 17,674 20,202

18 unchanged sentences

(in thousands, unaudited)

For the Nine Months Ended April 30,

For the Three Months Ended October 31,

Net Income $ 15,456 $ 16,376

7 unchanged sentences

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Operations

(in thousands, except for share amounts, unaudited)

For the Three Months Ended April 30,

Net Sales $ 115,501 $ 106,779

Cost of Goods Sold ( 82,479 ) ( 76,642 )

Gross Profit 33,022 30,137

Selling, General and Administrative Expenses ( 19,118 ) ( 19,705 )

Income from Operations 13,904 10,432

Other (Expense) Income

Interest expense ( 548 ) ( 379 )

Interest income 122 285

Other, net 770 ( 200 )

Total Other Income (Expense), Net

Income Before Income Taxes 14,248 10,138

Income Tax Expense ( 2,604 ) ( 2,361 )

Net Income 11,644 7,777

Net Income Per Share

Basic Common $ 0.86 $ 0.58

Basic Class B

$ 0.65 $ 0.43

Diluted Common $ 0.80 $ 0.53

Diluted Class B

$ 0.65 $ 0.43

Average Shares Outstanding

Basic Common 9,907 9,824

Basic Class B

Diluted Common 13,909 13,785

Diluted Class B

Dividends Declared Per Share

Basic Common $ 0.1550 $ 0.1450

Basic Class B

$ 0.1165 $ 0.1090

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Comprehensive Income

(in thousands, unaudited)

For the Three Months Ended April 30,

Net Income Attributable to Oil-Dri

$ 11,644 $ 7,777

Other Comprehensive Income (Loss):

Postretirement expenses (net of tax)

( 24 ) ( 21 )

Cumulative translation adjustment 214 ( 14 )

Other Comprehensive Income (Loss)

Total Comprehensive Income

$ 11,834 $ 7,742

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except for share amounts, unaudited)

For the Three Months Ended April 30

Number of Shares

Stock Treasury

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated

Comprehensive

Stockholders’

Balance, January 31, 2024 19,805,720 ( 5,222,425 ) $ 1,980 $ 57,359 $ 219,995 $ ( 84,029 ) $ 733 $ 196,038

Net Income — — — — 7,777 — — 7,777

Other Comprehensive Loss — — — — — — ( 35 ) ( 35 )

Dividends Declared — — — — ( 1,954 ) — — ( 1,954 )

Purchases of Treasury Stock — ( 1,651 ) — — — ( 115 ) — ( 115 )

Net issuance of stock under long-term incentive plans 3,000 ( 250 ) 1 7 — ( 7 ) — 1

Amortization of Restricted Stock — — — 1,237 — — — 1,237

Balance, April 30, 2024 19,808,720 ( 5,224,326 ) $ 1,981 $ 58,603 $ 225,818 $ ( 84,151 ) $ 698 $ 202,949

Balance, January 31, 2025 19,866,445 ( 5,275,972 ) $ 1,987 $ 63,195 $ 257,349 $ ( 87,232 ) $ 561 $ 235,860

Net Income — — — — 11,644 — — 11,644

Other Comprehensive Income — — — — — — 190 190

Dividends Declared — — — — ( 2,104 ) — — ( 2,104 )

Purchases of Treasury Stock — ( 1,545 ) — — — ( 69 ) — ( 69 )

Net issuance of stock under long-term incentive plans 53,300 ( 400 ) 5 3 — ( 8 ) — —

Amortization of Restricted Stock — — — 1,338 — — — 1,338

Balance, April 30, 2025 19,919,745 ( 5,277,917 ) $ 1,992 $ 64,536 $ 266,889 $ ( 87,309 ) $ 751 $ 246,859

For the Nine Months Ended April 30

For the Three Months Ended October 31

Number of Shares

1 unchanged sentence

Balance, July 31, 2024 19,825,170 ( 5,230,529 ) $ 1,982 $ 60,031 $ 232,247 $ ( 84,441 ) $ 769 $ 210,588

Net Income (Loss) — — — — 30,901 — — 30,901

Net Income — — — — 16,376 — — 16,376

Other Comprehensive Loss — — — — — — ( 42 ) ( 42 )

3 unchanged sentences

Amortization of Restricted Stock — — — 1,152 — — — 1,152

Balance, April 30, 2024 19,808,720 ( 5,224,326 ) $ 1,981 $ 58,603 $ 225,818 $ ( 84,151 ) $ 698 $ 202,949

Balance, October 31, 2024 19,865,970 ( 5,270,270 ) $ 1,986 $ 61,755 $ 246,525 $ ( 87,001 ) $ 727 $ 223,992

Balance, July 31, 2025 19,926,745 ( 5,283,509 ) $ 1,993 $ 66,138 $ 277,500 $ ( 87,540 ) $ 969 $ 259,060

5 unchanged sentences

Amortization of Restricted Stock — — — 1,448 — — — 1,448

Balance, April 30, 2025 19,919,745 ( 5,277,917 ) $ 1,992 $ 64,536 $ 266,889 $ ( 87,309 ) $ 751 $ 246,859

Balance, October 31, 2025 19,978,445 ( 5,401,248 ) $ 1,998 $ 67,597 $ 290,523 $ ( 94,516 ) $ 925 $ 266,527

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands, unaudited)

For the Nine Months Ended April 30,

For the Three Months Ended October 31,

CASH FLOWS FROM OPERATING ACTIVITIES 2025 2024

22 unchanged sentences

Capital expenditures ( 9,066 ) ( 12,817 )

Proceeds from sale of property, plant and equipment 89 181

Acquisition of a business ( 115 ) —

Net Cash Used in Investing Activities ( 9,066 ) ( 12,817 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of notes payable — 10,000

Payments on revolving credit facility — ( 5,000 )

1 unchanged sentence

Purchases of treasury stock ( 6,960 ) ( 1,984 )

Net Cash (Used in) Provided by Financing Activities ( 18,523 ) 1,462

Net Cash Used in Financing Activities ( 9,404 ) ( 9,080 )

Effect of exchange rate changes on cash and cash equivalents 47 3

Net Increase in Cash and Cash Equivalents 11,994 15,067

Net Decrease in Cash and Cash Equivalents ( 8,074 ) ( 10,975 )

Cash, Cash Equivalents and Restricted Cash, Beginning of Period

50,458 24,481

Cash and Cash Equivalents, End of Period

$ 36,475 $ 46,821

Cash, Cash Equivalents and Restricted Cash, End of Period $ 42,384 $ 13,506

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands, unaudited)

For the Nine Months Ended April 30,

For the Three Months Ended October 31,

Supplemental disclosures:

Reconciliation of cash, cash equivalents and restricted cash

Cash and cash equivalents $ 42,384 $ 12,506

Restricted cash in prepaid expenses and other assets $ — $ 1,000

Restricted Cash:

Beginning balance $ — $ 1,000

Converted to unrestricted cash

$ ( 885 ) $ —

Final settlement of acquisition of Ultra Pet

$ ( 115 ) $ —

Ending balance $ — $ 1,000

20 unchanged sentences

The unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accruals and reclassifications which are, in the opinion of management, necessary for a fair presentation of the statements contained herein.

Operating results for the three and nine months ended April 30, 2025, are not necessarily an indication of the results that may be expected for the fiscal year ending July 31, 2025.

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.

These immaterial reclassifications had no effect on the previously reported net income.

Operating results for the three months ended October 31, 2025, are not necessarily an indication of the results that may be expected for the fiscal year ending July 31, 2026.

On October 9, 2024, we announced that our Board of Directors (our "Board") approved a two -for-one stock split in the form of a stock dividend.

3 unchanged sentences

Proportionate adjustments were made to the number of shares that remain available for issuance pursuant to the Amended and Restated Oil-Dri Corporation of America 2006 Long Term Incentive Plan, as amended (the "2006 Plan"), as well as to the outstanding awards under the 2006 Plan.

Unless noted, all Common Stock and Class B Stock share and per share amounts contained in the unaudited Condensed Consolidated Financial Statements have been retroactively adjusted to reflect the stock split.

The impact on the unaudited Condensed Consolidated Balance Sheet and unaudited Condensed Consolidated Statements of Stockholders' Equity herein was an increase of $ 0.8 million to Common Stock and Class B Stock, with an offsetting decrease in Additional Paid-In-Capital, which has been retroactively adjusted for all periods presented.

The change in treasury shares reflects the stock split on shares held by wholly owned subsidiaries which are presented as treasury shares on a consolidated basis.

1 unchanged sentence

The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period, as well as the related disclosures.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities as of the date of the unaudited Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosures.

Estimates and assumptions about future events cannot be made with certainty.

All our estimates and assumptions are revised periodically.

All of our estimates and assumptions are revised periodically.

Actual results could differ from these estimates.

8 unchanged sentences

Past due status is determined based on contractual terms and customer payment history.

We also include an allowance for expected cash discounts to be taken.

We also include an allowance for expected cash discounts to be taken by our customers.

Accounts receivable was $ 66.5 million, $ 69.4 million, and $ 62.2 million as of October 31, 2025, July 31, 2025, and July 31, 2024, respectively.

Property, Plant and Equipment.

1 unchanged sentence

These assets are depreciated using the straight-line method over their estimated useful lives.

Major improvements are capitalized, while maintenance and repairs that do not extend the useful life of the applicable assets are expensed as incurred.

Major improvements and betterments are capitalized, while maintenance and repairs that do not extend the useful life or increase functionality of the applicable assets are expensed as incurred.

Interest expense may also be capitalized for assets that require a period of time to prepare them for their intended use.

8 unchanged sentences

Land, Mining Property and Mineral Rights.

We surface mine sorbent materials on property that we either own or lease as part of our overall operations.

We surface mine sorbent minerals on property that we either own or lease as part of our overall operations.

A significant part of our overall mining cost is incurred during the process of removing the overburden (non-usable material) from the mine site, thus exposing the sorbent material used in a majority of our production processes.

1 unchanged sentence

We defer and amortize the pre-production overburden removal costs during the development phase associated with opening a new mine.

Additionally, it is our policy to capitalize the purchase cost of land and mineral rights, including associated legal fees, survey fees and real estate fees.

The costs of obtaining mineral patents, including legal fees and drilling expenses, are also capitalized.

Additionally, it is our policy to capitalize the purchase cost of land and mineral rights, including associated legal, survey and real estate fees.

The costs of obtaining mineral rights, including legal fees and drilling expenses, are also capitalized.

Pre-production development costs on new mines and any prepaid royalties that may be offset against future royalties due upon extraction of the minerals are also capitalized.

25 unchanged sentences

We recognize revenue when performance obligations under the terms of the contracts with customers are satisfied.

Our performance obligation generally consists of the promise to sell finished products to wholesalers, distributors and retailers or consumers and our obligations have an original duration of one year or less.

Control of the finished products are transferred upon shipment to, or receipt by customers, as determined by the specific terms of the contract.

Our performance obligation generally consists of the promise to sell finished products to wholesalers, distributors, retailers or consumers and our obligations have an original duration of one year or less.

Control of the finished products are transferred upon shipment to, or receipt at, customers' locations, as determined by the specific terms of the orders.

We have completed our performance obligation when control is transferred, and we recognize revenue accordingly.

Taxes collected from customers and remitted to governmental authorities are excluded from net sales.

Sales returns are not material nor are warranties and any related obligations.

Sales returns are not material nor are warranties or any related obligations.

We have an unconditional right to consideration under the payment terms specified in the contracts upon completion of the

2 unchanged sentences

We recorded a

liability for these advance payments of $ 0.6 million as of April 30, 2025, and $ 0.2 million as of July 31, 2024.

liability for these advance payments of $ 0.5 million as of October 31, 2025, and $ 0.3 million as of July 31, 2025.

This liability is reported in Other within Accrued Expenses on the unaudited Condensed Consolidated Balance Sheet.

There was $ 0.2 million revenue recognized during the nine months ended April 30, 2025, that was included in the liability for advance payments at the beginning of the period.

There was $ 0.3 million revenue recognized during the three months ended October 31, 2025, that was included in the liability for advance payments at the beginning of the period.

We routinely commit to one-time or ongoing trade promotion programs directly with consumers, such as coupon programs, and also with customers, such as volume discounts, cooperative marketing and other arrangements.

8 unchanged sentences

Current liabilities are due to be paid within the next 12 months.

Other noncurrent liabilities on the unaudited Condensed Consolidated Balance Sheet include $ 4.9 million and $ 4.8 million for the reclamation liability as of April 30, 2025, and July 31, 2024, respectively, and $ 1.8 million and $ 1.7 million for postretirement health benefit as of April 30, 2025, and July 31, 2024, respectively.

Other noncurrent liabilities on the unaudited Condensed Consolidated Balance Sheet include $ 6.0 million and $ 5.9 million for the reclamation liability as of October 31, 2025, and July 31, 2025, respectively, and $ 1.6 million for the postretirement health benefit as of October 31, 2025, and July 31, 2025.

New Accounting Pronouncements and Regulations.

Recently Issued Accounting Standards Not Yet Adopted

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures." ("ASU No.

2023-07") These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and are included within each reported measure of segment profit or loss.

Improvements to Reportable Segment Disclosures" ("ASU 2023-07").

These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

In addition, ASU No.

1 unchanged sentence

These amendments are to be applied retrospectively for all periods presented in the financial statements and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact that the adoption of this guidance will have on our disclosures.

Refer to Note 10 - Operating Segments of this Form 10-Q for the enhanced disclosures added as a result of the adoption of ASU 2023-07.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

5 unchanged sentences

In November 2024, the FASB issued ASU No.

2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)." These amendments primarily require disaggregated disclosure, in the notes to the financial statements, of prescribed categories of expenses within relevant income statement captions.

The requirements will be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact that the adoption of this guidance will have on our disclosures.

Recently Adopted Accounting Standards

There have been no new accounting pronouncements adopted in the period .

2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses" ("ASU 2024-03").

The pronouncement expands the disclosure requirements for expenses, specifically by providing more detailed information about the types of expenses in commonly presented expense captions.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

We are currently evaluating the impact that ASU 2024-03 will have on the Company's consolidated financial statement disclosures.

In July 2025, the FASB issued ASU 2025-05, "Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"), which provides a practical expedient that assumes current conditions as of the balance sheet date remain unchanged when developing forecasts for estimating expected credit losses.

Under ASU 2025-05, an entity is required to disclose that it has elected to use the practical expedient and the election should be applied prospectively.

ASU 2025-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2025, with early adoption permitted.

We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06"), which provides clarification and improvements to the accounting for internal-use software costs under ASC 350-40, Intangibles – Goodwill and Other – Internal-Use Software.

The guidance includes amendments related to capitalization of implementation costs, subsequent measurement, and related presentation and disclosure requirements.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those fiscal years.

We are currently evaluating the impact that ASU 2025-06 will have on the Company's consolidated financial statement disclosures.

EARNINGS PER SHARE

10 unchanged sentences

For Class B Stock, diluted EPS is derived utilizing the two-class method since, as with our Common Stock, our unvested restricted stock participates in dividends and is therefore anti-dilutive, making the treasury stock method inapplicable.

The reverse treasury stock method is also inapplicable to both classes as we have no obligation to repurchase our common stock.

In both the if-converted and two-class methods, diluted EPS is computed by dividing net earnings by the weighted-average number of shares and potential shares outstanding during the period, taking into consideration different

potential shares outstanding based on the method used.

The reverse treasury stock method is also inapplicable to both classes as we have no obligation to repurchase our Common Stock or Class B Stock.

Dilution for Common Stock takes into consideration the effect of both unvested restricted shares and convertible shares of Class B Stock, unless such shares are anti-dilutive, in which case they are not considered.

1 unchanged sentence

Below is a reconciliation of the calculation of basic and diluted EPS.

For the Nine Months Ended April 30, 2025 For the Nine Months Ended April 30, 2024

(in thousands, except for per share data) (in thousands, except for per share data)

Total Common Class B Total Common Class B

Net income $ 40,941 $ 31,201 $ 9,740 $ 30,901 $ 23,503 $ 7,398

Distributed and undistributed earnings on restricted shares ( 1,940 ) ( 1,285 ) ( 655 ) ( 1,732 ) ( 1,144 ) ( 588 )

Income available to stockholders $ 39,001 $ 29,916 $ 9,085 $ 29,169 $ 22,359 $ 6,810

Net Income (Numerator) $ 29,916 $ 9,085 $ 22,359 $ 6,810

Weighted Average Shares Outstanding (Denominator) 9,882 3,991 9,749 3,949

Basic EPS $ 3.03 $ 2.28 $ 2.29 $ 1.72

Effect of dilution - Net Income (1)

$ 9,085 $ — $ 6,810 $ —

Net income assuming dilution (Numerator) $ 39,001 $ 9,085 $ 29,169 $ 6,810

Effect of dilution - Shares (1)

3,991 — 3,949 —

Shares assuming dilution (Denominator) 13,873 3,991 13,698 3,949

Diluted EPS $ 2.81 $ 2.28 $ 2.13 $ 1.72

(1) The impact of 259,469 unvested shares of Common Stock and 124,187 unvested shares of Class B Stock were anti-dilutive therefore not included in the calculation of diluted EPS for the nine months ended April 30, 2025.

The impact of 332,870 unvested shares of Common Stock and 100,090 unvested shares of Class B Stock were anti-dilutive, and therefore not included in the calculation of diluted EPS for the nine months ended April 30, 2024.

For the Three Months Ended April 30, 2025 For the Three Months Ended April 30, 2024

For the Three Months Ended October 31, 2025 For the Three Months Ended October 31, 2024

(in thousands, except for per share data) (in thousands, except for per share data)

13 unchanged sentences

Diluted EPS $ 1.06 $ 0.86 $ 1.13 $ 0.91

(1) The impact of 268,920 unvested shares of Common Stock and 132,528 unvested shares of Class B Stock were anti-dilutive therefore not included in the calculation of diluted EPS for the three months ended April 30, 2025.

The impact of 267,968 unvested shares of Common Stock and 113,652 unvested shares of Class B Stock were anti-dilutive, and therefore not included in the calculation of diluted EPS for the three months ended April 30, 2024.

(1) The impact of 331,104 unvested shares of Common Stock and 175,944 unvested shares of Class B Stock were anti-dilutive therefore not included in the calculation of diluted EPS for the three months ended October 31, 2025.

The impact of 263,049 unvested shares of Common Stock and 125,326 unvested shares of Class B Stock were anti-dilutive, and therefore not included in the calculation of diluted EPS for the three months ended October 31, 2024.

The composition of inventories is as follows (in thousands):

8 unchanged sentences

These reserves are based upon a combination of factors including historical issues and market trends.

Inventory reserves were $ 3.8 million as of both April 30, 2025, and July 31, 2024.

Inventory reserves were $ 3.8 million as of October 31, 2025 and $ 3.7 million as of July 31, 2025.

FAIR VALUE MEASUREMENTS

7 unchanged sentences

These cash instruments are primarily money market funds and are included in cash and cash equivalents on the unaudited Condensed Consolidated Balance Sheet.

We had $ 6.9 million in cash equivalents as of April 30, 2025, and $ 3.0 million in cash equivalents as of July 31, 2024.

Balances of accounts receivable, short-term investments and accounts payable approximated their fair values as of April 30, 2025, and July 31, 2024, due to the short maturity and nature of those balances.

We had $ 28.6 million in cash equivalents as of October 31, 2025, and $ 35.3 million in cash equivalents as of July 31, 2025.

Balances of accounts receivable, short-term investments and accounts payable approximated their fair values as of October 31, 2025, and July 31, 2025, due to the short maturity and nature of those balances.

Debt is reported at outstanding face value, less unamortized debt issuance costs.

The estimated fair value of debt, including current maturities, was $ 41.1 million and $ 51.1 million as of April 30, 2025, and July 31, 2024, respectively.

The estimated fair value of debt, including current maturities, was $ 40.8 million and $ 40.3 million as of October 31, 2025, and July 31, 2025, respectively.

The fair value was estimated using the exit price notion of fair value and is classified as Level 2.

See Note 8 of the Notes to the unaudited Condensed Consolidated Financial Statements for further information about such debt.

We apply fair value techniques on at least an annual basis associated with:

(1) valuing potential impairment loss related to goodwill, trademarks and other indefinite-lived intangible assets and (2) valuing potential impairment loss related to long-lived assets.

See Note 5 of the Notes to the unaudited Condensed Consolidated Financial Statements for further information about goodwill and other intangible assets.

GOODWILL AND OTHER INTANGIBLE ASSETS

INTANGIBLE ASSETS AND GOODWILL

Our intangible assets are mainly comprised of customer lists, patents, trademarks, trade names and goodwill.

During fiscal year 2024, we recorded additions of intangible assets of $ 37.4 million related to the acquisition of Ultra Pet Company, Inc.

("Ultra Pet"), the components of which were $ 20.4 million of customer list, $ 5.2 million of trade name and $ 11.8 million of goodwill.

During fiscal year 2025, we recognized a measurement period adjustment as a result of our acquisition of Ultra Pet, which increased our goodwill by $ 0.3 million.

We amortize customer lists on a straight-line basis over a useful life of 18 years and patents on a straight-line basis over periods ranging from 7 to 20 years.

2 unchanged sentences

Trademarks and trade names acquired via acquisitions, with a carrying value of $ 5.6 million, were determined to have an indefinite life and are not amortized.

There have been no triggering events in fiscal years 2026 or 2025 that would indicate a new impairment analysis is needed.

ACCRUED EXPENSES

1 unchanged sentence

2025 July 31,

Salaries, Wages, Commissions and Employee Benefits $ 16,968 $ 20,711

Payables $ 10,544 $ 13,036

Freight 4,014 2,928

Salaries, Wages, Commissions and Employee Benefits 9,175 20,532

Trade Promotions and Advertising

Taxes 1,991 2,249

Freight 1,787 2,700

Georgia Landfill Modification Reserve

2 unchanged sentences

OTHER CONTINGENCIES

We are party to various legal actions from time to time that are ordinary in nature and incidental to the operation of our business, including ongoing litigation.

We are party to various legal actions that arise from time to time that are ordinary in nature and incidental to the operation of our business, including ongoing litigation.

While it is not possible at this time to determine with certainty the ultimate outcome of these or other lawsuits, we believe that none of the pending proceedings will have a material adverse effect on our business, financial condition, results of operations or cash flows.

In fiscal year 2023, we recorded a reserve for anticipated modification costs that we expected to incur to address capacity issues at our sole landfill located in Ochlocknee, Georgia.

In fiscal year 2023, we recorded a reserve of $ 2.5 million for anticipated modification costs that we expected to incur to address capacity issues at our sole landfill located in Ochlocknee, Georgia.

Reserves are recorded when it is probable that a liability has been incurred, and the amount of the liability can be reasonably estimated.

1 unchanged sentence

Work began on the modifications during fiscal year 2024.

During fiscal year 2025, we increased the total estimated cost by $ 0.7 million resulting in a total $ 3.8 million expense related to this matter.

We increased the total estimated cost by $ 0.6 million and $ 0.7 million in fiscal years 2024 and 2025, respectively, resulting in a total $ 3.8 million expense related to this matter.

The modification work is expected to be completed during fiscal year 2026.

Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing governmental regulations and legal standards, and emerging technologies for handling site modification.

Inherent uncertainties exist in these estimates primarily due to unknown conditions, changing government regulations and legal standards, and emerging technologies for handling site modification.

Consequently, it is reasonably possible that modification costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows.

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("Prudential") and certain existing noteholders and purchasers affiliated with Prudential named therein.

outstanding as of April 30, 2025, (ii) on December 16, 2021 , we issued an additional $ 25 million in aggregate principal amount of our 3.25 % Series C Senior Notes due December 16, 2031 (the "Series C Senior Notes"), all of which remained outstanding as of April 30, 2025, and (iii) on April 30, 2024 we issued $ 10 million in aggregate principal amount of our 6.47 % Series D Senior Notes due April 30, 2033 (the "Series D Senior Notes"), all of which remained outstanding as of April 30, 2025.

Pursuant to the Note Agreement, (i) on May 15, 2020 , we issued $ 10 million in aggregate principal amount of our 3.95 % Series B Senior Notes due May 15, 2030 (the "Series B Senior Notes"), of which $ 5 million aggregate principal amount remained outstanding as of October 31, 2025, (ii) on December 16, 2021 , we issued an additional $ 25 million in aggregate principal amount of our 3.25 % Series C Senior Notes due December 16, 2031 (the "Series C Senior Notes"), all of which remained outstanding as of October 31, 2025, and (iii) on April 30, 2024 we issued $ 10 million in aggregate principal amount of our 6.47 % Series D Senior Notes due April 30, 2033 (the "Series D Senior Notes"), all of which remained outstanding as of October 31, 2025.

The Note Agreement also provides us with the ability to request, from time to time until September 21, 2026 , that Prudential affiliate(s) purchase, at Prudential’s discretion and on an uncommitted basis, additional senior unsecured notes of Oil-Dri (the “Shelf Notes,” and collectively with the Series B Senior Notes, Series C Senior Notes, and Series D Senior Notes, the “Notes”) in an aggregate principal amount of up to $ 75 million minus the aggregate principal amount of Notes then outstanding and Shelf Notes that have been accepted for purchase.

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and (v) increase certain restrictive covenant thresholds, including but not limited to, an increase to the permitted acquisitions threshold in the restricted covenants from a cumulative total of $ 45 million to $ 100 million.

As of April 30, 2025, and July 31, 2024, we were in compliance with the restrictive covenants under the Credit Agreement.

There were no new borrowings during the third quarter of fiscal year 2025;

however, during the first half of fiscal year 2025 we elected to pay down $ 10 million of our borrowings under the Credit Agreement.

As of April 30, 2025, we do not have any outstanding borrowings under the Credit Agreement.

We had $ 2.9 million of letters of credit outstanding under the Credit Agreement as of both April 30, 2025, and July 31, 2024.

As of October 31, 2025, and July 31, 2025, we were in compliance with the restrictive covenants under the Credit Agreement.

There were no new borrowings during the first quarter of fiscal year 2026.

As of October 31, 2025, we do not have any outstanding borrowings under the Credit Agreement.

We had $ 3.0 million of letters of credit outstanding under the Credit Agreement as of both October 31, 2025, and July 31, 2025.

The Credit Agreement states that we may select a variable interest rate based on either the Bank of Montreal ("BMO") prime rate or an adjusted Secured Overnight Financing ("SOFR")-based rate, plus a margin that varies depending on our debt to earnings ratio, or a fixed rate as agreed between us and BMO.

As of April 30, 2025, the variable rates would have been 7.50 % for the BMO prime-based rate or 5.52 % for the adjusted SOFR-based rate.

As of October 31, 2025, the variable rates would have been 7.00 % for the BMO prime-based rate or 5.29 % for the adjusted SOFR-based rate.

We have operating leases primarily for real estate properties, including corporate headquarters, customer service and sales offices, manufacturing and packaging facilities, warehouses, and research and development facilities, as well as for rail tracks, railcars and office equipment.

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Further information about our accounting policy for leases is included in Note 1 of the Notes to the unaudited Condensed Consolidated Financial Statements.

We have no material finance leases, and variable costs for operating leases are immaterial for the nine months ended April 30, 2025.

We have no material finance leases, and variable costs for operating leases are immaterial for the three months ended October 31, 2025.

Operating lease costs are included in Cost of Goods Sold or SG&A expenses in the unaudited Condensed Consolidated Statements of Operations based on the nature of the lease.

The following table summarizes total lease costs for our operating leases (in thousands):

For the Three Months Ended April 30, For the Nine Months Ended April 30,

2025 2024 2025 2024

For the Three Months Ended October 31,

Operating lease cost $ 1,212 $ 1,370

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Supplemental cash flow information related to leases was as follows (in thousands):

For the Three Months Ended April 30, For the Nine Months Ended April 30,

2025 2024 2025 2024

For the Three Months Ended October 31,

Cash paid for amounts included in the measurement of operating lease liabilities:

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Other supplemental balance sheet information related to leases was as follows:

April 30, 2025 July 31, 2024

October 31, 2025 July 31, 2025

Weighted-average remaining lease term - operating leases 4.8 years 4.8 years

Weighted-average discount rate - operating leases 5.13 % 5.12 %

Lease liability maturities as of April 30, 2025, are as follows (in thousands):

Fiscal year 2025 (remaining three months) $ 1,255

Lease liability maturities as of October 31, 2025 are as follows (in thousands):

Fiscal year 2026 (remaining nine months) $ 3,421

Fiscal year 2027 3,802

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OPERATING SEGMENTS

We have two operating segments:

We have two reportable operating segments:

(1) Retail and Wholesale Products Group and (2) Business to Business Products Group.

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The Retail and Wholesale Products Group customers include mass merchandisers, the farm and fleet channel, drugstore chains, pet specialty retail outlets, dollar stores, retail grocery stores, distributors of industrial cleanup and automotive products, environmental service companies, sports field product users and marketers of consumer products.

The Business to Business Products Group customers include processors and refiners of edible oils, renewable diesel, petroleum-based oils and biodiesel fuel, manufacturers of animal feed and agricultural chemicals, and distributors of animal health and nutrition products.

The Business to Business Products Group customers include processors and refiners of edible oils, renewable diesel, petroleum-based oils and biodiesel fuel;

manufacturers of animal feed and agricultural chemicals;

and distributors of animal health and nutrition products.

Our operating segments are also our reportable segments.

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Business to Business Products Group Retail and Wholesale Products Group

For the Nine Months Ended April 30,

Product 2025 2024 2025 2024

Cat Litter $ — $ — $ 190,656 $ 178,357

Industrial and Sports — — 35,195 $ 33,937

Agricultural and Horticultural 32,396 27,706 — —

Fluids Purification 82,384 67,437 — $ —

Animal Health & Nutrition 19,729 16,448 — —

Net Sales $ 134,509 $ 111,591 $ 225,851 $ 212,294

Business to Business Products Group Retail and Wholesale Products Group

For the Three Months Ended April 30,

For the Three Months Ended October 31,

Product 2025 2024 2025 2024

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Net Sales $ 44,286 $ 48,415 $ 76,200 $ 79,530

We do not rely on any segment asset allocations, and we do not consider them meaningful because of the shared nature of our production facilities;

however, we have estimated the segment asset allocations below for those assets for which we can reasonably determine.

The unallocated asset category is the remainder of our total assets.

The asset allocation is estimated and is not a measure used by our chief operating decision maker about allocating resources to the operating segments or in assessing their performance.

April 30, 2025 July 31, 2024

(in thousands)

Business to Business Products Group $ 101,261 $ 92,300

Retail and Wholesale Products Group 197,438 200,187

Unallocated Assets 70,844 62,118

Total Assets $ 369,543 $ 354,605

Net sales and operating income for each segment are provided below.

The corporate expenses line includes certain unallocated expenses, including primarily salaries, wages and benefits, purchased services, rent, utilities and depreciation and amortization associated with corporate functions such as information systems, finance, legal, human resources and customer service.

For the Nine Months Ended April 30,

Net Sales Income

2025 2024 2025 2024

(in thousands)

Business to Business Products Group $ 134,509 $ 111,591 $ 44,814 $ 32,713

Our chief operating decision maker (“CODM”) is our President and CEO.

The CODM regularly reviews net sales, gross profit, and operating income by segment to assess profitability and assist in the allocation of resources.

Net sales and operating income for each segment are provided below, along with the significant segment expense categories that are regularly provided and used by the CODM when assessing segment profitability and the allocation of resources.

The significant amounts within the segment operating expenses include cost of goods sold, compensation and benefits, and advertising.

The other operating expenses in the table below is comprised of all other SG&A expenses which include but are not limited to travel, research & development, technical service support, and amortization of intangibles.

Our CODM reviews the performance of each segment regularly by analyzing financial results in conjunction with our internal financial forecasts.

The corporate expenses line in the table below represents certain unallocated expenses, including primarily salaries, wages and benefits, purchased services, rent, utilities and depreciation and amortization associated with corporate functions such as information systems, finance, legal, human resources and customer service.

For the Three Months Ended October 31, 2025

(in thousands) Business to Business Products Group

Retail and Wholesale Products Group

Net Sales $ 44,286 $ 76,200 $ 120,486

Cost of Goods Sold ( 26,545 ) ( 58,446 ) ( 84,991 )

Gross Profit 17,741 17,754 35,495

Compensation and Benefits ( 2,507 ) ( 2,119 ) ( 4,626 )

Advertising ( 212 ) ( 1,263 ) ( 1,475 )

Other Operating Expenses ( 1,388 ) ( 1,973 ) ( 3,361 )

Operating Income 13,634 12,399 26,033

Corporate Expenses ( 9,079 )

Income from Operations 16,954

Total Other Expenses, Net ( 1,866 ) ( 1,103 )

Total Other Income, Net

Income Before Income Taxes 17,674

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Net Income $ 15,456

For the Three Months Ended April 30,

Net Sales Income

2025 2024 2025 2024

(in thousands)

Business to Business Products Group $ 42,678 $ 36,196 $ 13,382 $ 10,605

For the Three Months Ended October 31, 2024

(in thousands) Business to Business Products Group

Retail and Wholesale Products Group

Net Sales $ 48,415 $ 79,530 $ 127,945

Cost of Goods Sold ( 26,820 ) ( 60,345 ) ( 87,165 )

Gross Profit 21,595 19,185 40,780

Compensation and Benefits ( 2,474 ) ( 2,056 ) ( 4,530 )

Advertising ( 170 ) ( 1,196 ) ( 1,366 )

Other Operating Expenses ( 1,841 ) ( 2,556 ) ( 4,397 )

Operating Income 17,110 13,377 30,487

Corporate Expenses ( 9,297 )

Income from Operations 21,190

Total Other Income (Expenses), Net

Total Other Expense, Net ( 988 )

Income Before Income Taxes 20,202

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Net Income $ 16,376

We do not rely on any operating segment asset allocations, and we do not consider them meaningful because of the shared nature of our production facilities;

however, we have estimated the segment asset allocations below for those assets for which we can reasonably determine.

The unallocated asset category is the remainder of our total assets.

The asset allocation is estimated and is not a measure used by our chief operating decision maker about allocating resources to the operating segments or in assessing their performance.

October 31, 2025 July 31, 2025

(in thousands)

Business to Business Products Group $ 99,577 $ 104,857

Retail and Wholesale Products Group 204,899 200,644

Unallocated Assets 76,247 86,176

Total Assets $ 380,723 $ 391,677

STOCK-BASED COMPENSATION

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The total number of shares of stock subject to grants under the 2006 Plan may not exceed 3,439,000 .

As of April 30, 2025, there were 1,075,528 shares of Common Stock or Class B Stock available for future grants under this plan.

As of October 31, 2025, there were 1,085,482 shares of Common Stock or Class B Stock available for future grants under this plan.

Restricted Stock

All of our non-vested restricted shares as of April 30, 2025, were issued under the 2006 Plan with vesting periods generally between one and five years .

All of our non-vested restricted stock as of October 31, 2025 was issued under the 2006 Plan with vesting periods generally between one and five years .

We determined the fair value of restricted shares as of the grant date.

We recognize the related compensation expense over the period from the date of grant to the date the shares vest.

There were 135,850 and 146,000 restricted shares of Common Stock granted during the nine months ended April 30, 2025, and 2024, respectively.

There were no restricted shares of Class B Stock granted during the nine months ended April 30, 2025, and 250,000 restricted shares of Class B Stock granted during the nine months ended April 30, 2024.

Stock-based compensation

expense was $ 1.0 million and $ 0.9 million for the three months ended April 30, 2025, and 2024, respectively, and $ 2.9 million and $ 2.7 million for the nine months ended April 30, 2025, and 2024, respectively.

There were 51,700 and 40,800 restricted shares of Common Stock granted during the three months ended October 31, 2025, and 2024, respectively.

There were no restricted shares of Class B Stock granted during the three months ended October 31, 2025, and 2024.

Stock-based compensation expense was $ 1.1 million and $ 0.9 million for the three months ended October 31, 2025, and 2025, respectively.

A summary of restricted stock transactions is shown below:

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Forfeitures ( 1 ) $ 31.90

Non-vested restricted stock outstanding at April 30, 2025 731 $ 28.25

Non-vested restricted stock outstanding at October 31, 2025 611 $ 33.31

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component as of April 30, 2025 (in thousands):

The following table summarizes the changes in accumulated other comprehensive income (loss) by component as of October 31, 2025 (in thousands):

Postretirement Health Benefits Cumulative Translation Adjustment Total Accumulated Other Comprehensive Income (Loss)

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Net current-period other comprehensive (loss) income, net of tax ( 22 ) ( 22 ) ( 44 )

Balance as of April 30, 2025 $ 1,005 $ ( 254 ) $ 751

Balance as of October 31, 2025 $ 1,183 $ ( 258 ) $ 925

RELATED PARTY TRANSACTIONS

One member of our Board is currently the President and Chief Executive Officer of one of our vendors.

Total payments to this vendor for fees and cost reimbursements were $ 0.5 million and $ 0.7 million for the three months ended April 30, 2025, and April 30, 2024, respectively, and $ 1.0 million and $ 1.2 million for the first nine months of fiscal years 2025 and 2024, respectively.

There were no outstanding accounts payable due to that vendor as of April 30, 2025, and $ 0.1 million in outstanding accounts payable due as of July 31, 2024.

One member of our Board retired from the role of President and Chief Executive Officer of one of our customers on September 28, 2019, and is currently party to a post-employment consulting agreement with this customer.

Total sales to that customer, including sales to its subsidiaries, were $ 0.1 million for both the three months ended April 30, 2025, and April 30, 2024.

Total sales to that customer, including sales to its subsidiaries, were $ 0.3 million and $ 0.1 million for the first nine months of fiscal years 2025 and 2024, respectively.

There were no outstanding amounts due from that customer as of either April 30, 2025, or July 31, 2024.

Total payments to this vendor for fees and cost reimbursements were $ 0.7 million and $ 0.3 million for the first three months of fiscal years 2026 and 2025, respectively.

There were $ 0.1 million and no outstanding accounts payable due to that vendor as of October 31, 2025 and July 31, 2025, respectively.

One member of our Board retired from the role of President and Chief Executive Officer of a customer of ours on September 28, 2019, and was party to a post-employment consulting agreement with the customer until September 30, 2025.

Total sales to that customer, including sales to its subsidiaries, were $ 0.1 million for the first three months of both fiscal years 2026 and 2025.

There were no outstanding amounts due from that customer as of either October 31, 2025, or July 31, 2025.

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-Q

Item 1. Financial Statements