Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended October 31, 2025, we did not sell any equity securities which were not registered under the Securities Act of 1933, as amended. The following table summarizes our Common Stock purchases by or on behalf of the Company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Exchange Act) during this period.
ISSUER PURCHASES OF EQUITY SECURITIES 1, 2
(a) (b) (c) (d)
Period 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
Common Stock
August 1, 2025 to August 31, 2025 — $— — 360,946
September 1, 2025 to September 30, 2025 — $— — 360,946
October 1, 2025 to October 31, 2025 81,323 $59.47 54,677 279,623
Class B Stock
August 1, 2025 to August 31, 2025 — $— — 244,113
September 1, 2025 to September 30, 2025 — $— — 244,113
October 1, 2025 to October 31, 2025 35,916 $59.07 — 208,197
1 The table summarizes repurchases of (and remaining authority to repurchase) shares of our Common Stock and Class B Stock. 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 our 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 the purposes of our unaudited Condensed Consolidated F inancial Statements included in this report, the impact of repurchases are recorded according to the settlement dates.
3 Includes 26,646 shares of Common Stock and 35,916 shares of Class B Stock which were surrendered by employees during the period of October 1, 2025 to October 31, 2025 to pay taxes related to restricted stock awards.
4 Our Board authorized the repurchase of 750,000 shares of Common Stock on March 11, 2019. This authorization, which was announced on March 11, 2019, 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, number and manner of share repurchases will be determined by management.
ITEM 4. MINE SAFETY DISCLOSURES
Our mining operations are subject to regulation by the Mine Safety and Health Administration under authority of the Federal Mine Safety and Health Act of 1977, as amended. Information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K are included in Exhibit 95 to this Quarterly Report on Form 10-Q.
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ITEM 6. EXHIBITS
Exhibit
No. Description SEC Document Reference
31 Certifications pursuant to Rule 13a–14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
Filed herewith.
32 Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith.
95 Mine Safety Disclosures .
Filed 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.
Note: Stockholders may receive copies of the above listed exhibits, without fee, by written request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611-4213, by telephone at (312) 321-1515 or by e-mail to info@oildri.com.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OIL-DRI CORPORATION OF AMERICA
(Registrant)
BY /s/ Daniel S. Jaffee
Daniel S. Jaffee
Chairman, President and Chief Executive Officer
BY /s/ Susan M. Kreh
Susan M. Kreh
Chief Financial Officer
Dated: December 8, 2025
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.