What changed in this filing

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Item 1. Financial Statements

2026-03-11 compared with 2025-12-08 · 230 added, 75 removed, 496 unchanged (38% of the section changed)

3 unchanged sentences

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

ASSETS October 31,

ASSETS January 31,

2026 July 31,

1 unchanged sentence

Cash and cash equivalents $ 46,933 $ 50,458

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

Accounts receivable, net of allowances of $ 1,375 and $ 1,493 at January 31, 2026 and July 31, 2025, respectively

70,180 69,370

4 unchanged sentences

Goodwill 16,017 16,017

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

Trademarks, trade names and patents, net of accumulated amortization of $ 731 and $ 693 at January 31, 2026 and July 31, 2025, respectively

Customer list, net of accumulated amortization of $ 9,842 and $ 9,278 at January 31, 2026 and July 31, 2025, respectively

18,343 18,907

8 unchanged sentences

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

LIABILITIES & STOCKHOLDERS’ EQUITY October 31,

LIABILITIES & STOCKHOLDERS’ EQUITY January 31,

2026 July 31,

7 unchanged sentences

Noncurrent Liabilities

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

Long-term debt, net of unamortized debt issuance costs of $ 163 and $ 183 at January 31, 2026 and July 31, 2025, respectively

38,837 38,817

6 unchanged sentences

Stockholders’ Equity

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

Common Stock, par value $ .10 per share, issued 15,338,761 shares at January 31, 2026

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

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

Class B Stock, par value $ .10 per share, issued 4,650,484 shares at January 31, 2026

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

3 unchanged sentences

Less Treasury Stock, at cost ( 5,090,285 Common and 416,544 Class B shares at

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

January 31, 2026 and 4,902,881 Common and 380,628 Class B shares at July 31, 2025)

( 99,947 ) ( 87,540 )

5 unchanged sentences

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

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Net Sales $ 238,223 $ 244,859

28 unchanged sentences

(in thousands, unaudited)

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Net Income $ 28,025 $ 29,297

Other Comprehensive Loss:

Other Comprehensive Income (Loss):

Postretirement expenses (net of tax) ( 43 ) ( 47 )

Cumulative translation adjustment 149 ( 161 )

Other Comprehensive Loss

Other Comprehensive Income (Loss)

Total Comprehensive Income $ 28,131 $ 29,089

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

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Operations

(in thousands, except for share amounts, unaudited)

For the Three Months Ended January 31,

Net Sales $ 117,737 $ 116,914

Cost of Goods Sold ( 85,435 ) ( 82,466 )

Gross Profit 32,302 34,448

Selling, General and Administrative Expenses ( 16,609 ) ( 16,966 )

Income from Operations 15,693 17,482

Other Income (Expense)

Interest expense ( 555 ) ( 606 )

Interest income 307 86

Other, net 369 ( 702 )

Total Other Income (Expense), Net

121 ( 1,222 )

Income Before Income Taxes 15,814 16,260

Income Tax Expense ( 3,245 ) ( 3,339 )

Net Income 12,569 12,921

Net Income Per Share

Basic Common $ 0.94 $ 0.95

Basic Class B

$ 0.70 $ 0.72

Diluted Common $ 0.87 $ 0.89

Diluted Class B

$ 0.70 $ 0.72

Average Shares Outstanding

Basic Common 9,884 9,895

Basic Class B

Diluted Common 13,932 13,899

Diluted Class B

Dividends Declared Per Share

Basic Common $ 0.2050 $ 0.1550

Basic Class B

$ 0.1530 $ 0.1165

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 January 31,

Net Income Attributable to Oil-Dri

$ 12,569 $ 12,921

Other Comprehensive Income (Loss):

Postretirement expenses (net of tax)

( 21 ) ( 26 )

Cumulative translation adjustment 171 ( 140 )

Other Comprehensive Income (Loss)

Total Comprehensive Income

$ 12,719 $ 12,755

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

2 unchanged sentences

(in thousands, except for share amounts, unaudited)

For the Three Months Ended October 31

For the Three Months Ended January 31

Number of Shares

Common & Class B Stock Treasury Stock Common & Class B Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income Total Stockholders' Equity

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

Stock Treasury

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated

Comprehensive

Stockholders’

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

Net Income — — — — 12,921 — — 12,921

4 unchanged sentences

Amortization of Restricted Stock — — — 1,390 — — — 1,390

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

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

Net Income — — — — 12,569 — — 12,569

Other Comprehensive Income — — — — — — 150 150

Dividends Declared — — — — ( 2,749 ) — — ( 2,749 )

Purchases of Treasury Stock — ( 104,881 ) — — — ( 5,404 ) — ( 5,404 )

Net issuance of stock under long-term incentive plans 10,800 ( 700 ) 1 26 — ( 27 ) — —

Amortization of Restricted Stock — — — 1,357 — — — 1,357

Balance, January 31, 2026 19,989,245 ( 5,506,829 ) $ 1,999 $ 68,980 $ 300,343 $ ( 99,947 ) $ 1,075 $ 272,450

For the Six Months Ended January 31

Number of Shares

Common & Class B Stock Treasury Stock Common & Class B Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income Total Stockholders' Equity

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

5 unchanged sentences

Amortization of Restricted Stock — — — 2,542 — — — 2,542

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

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

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

Net Income — — — — 28,025 — — 28,025

Other Comprehensive Income — — — — — — 106 106

Dividends Declared — — — — ( 5,182 ) — — ( 5,182 )

Purchases of Treasury Stock — ( 222,120 ) — — — ( 12,364 ) — ( 12,364 )

Net issuance of stock under long-term incentive plans 62,500 ( 1,200 ) 6 37 — ( 43 ) — —

Amortization of Restricted Stock — — — 2,805 — — — 2,805

Balance, January 31, 2026 19,989,245 ( 5,506,829 ) $ 1,999 $ 68,980 $ 300,343 $ ( 99,947 ) $ 1,075 $ 272,450

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

2 unchanged sentences

(in thousands, unaudited)

For the Three Months Ended October 31,

For the Six Months Ended January 31,

CASH FLOWS FROM OPERATING ACTIVITIES 2026 2025

22 unchanged sentences

Capital expenditures ( 14,817 ) ( 17,806 )

Acquisition of a business — ( 115 )

Net Cash Used in Investing Activities ( 14,817 ) ( 17,921 )

13 unchanged sentences

(in thousands, unaudited)

For the Three Months Ended October 31,

For the Six Months Ended January 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:

Restricted Cash included in prepaid expenses and other assets:

Beginning balance $ — $ 1,000

Converted to unrestricted cash $ — $ ( 885 )

Final settlement of acquisition of Ultra Pet $ — $ ( 115 )

Ending balance $ — $ —

2 unchanged sentences

Income tax payments, net of refunds

$ 5,785 $ 7,860

Non-cash investing and financing activities:

15 unchanged sentences

Except as otherwise indicated herein or as the context otherwise requires, references to "Oil-Dri," the "Company," "we," "us" or "our" refer to Oil-Dri Corporation of America and its subsidiaries.

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 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.

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

Operating results for the three and six months ended January 31, 2026, 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.

22 unchanged sentences

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.

Accounts receivable was $ 70.2 million, $ 69.4 million, and $ 62.2 million as of January 31, 2026, July 31, 2025, and July 31, 2024, respectively.

Property, Plant and Equipment.

46 unchanged sentences

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.

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

We have one customer who requested that the title and risk of loss transfer when production is completed.

For that customer, we produce and physically segregate finished goods in our warehouses.

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

5 unchanged sentences

We recorded a

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

liability for these advance payments of $ 0.3 million as of January 31, 2026 and July 31, 2025.

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

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.

There was $ 0.3 million revenue recognized during the six months ended January 31, 2026, 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 $ 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.

Other noncurrent liabilities on the unaudited Condensed Consolidated Balance Sheet include $ 6.0 million and $ 5.9 million for the reclamation liability as of January 31, 2026, and July 31, 2025, respectively, and $ 1.7 million and $ 1.6 million for the postretirement health benefit as of January 31, 2026 and July 31, 2025, respectively.

New Accounting Pronouncements and Regulations.

24 unchanged sentences

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.

We do not expect the amendments to have a material impact on the Company's consolidated financial statement disclosures, however we will continue to assess through the adoption period.

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

1 unchanged sentence

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.

ASU 2025-06 is effective for fiscal years 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.

In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities" ("ASU 2025-10").

This amendment establishes authoritative guidance on the recognition, measurement and presentation of government grants received by business entities.

ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those years, with early adoption permitted.

Given the nature of our existing government-related arrangements, we do not expect the amendments to have a material impact on the Company's consolidated financial statement disclosures, however we will continue to assess through the adoption period.

In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270):

Narrow-Scope Improvements" ("ASU 2025-11").

These amendments are intended to improve the navigability of interim reporting guidance, clarify when ASC 270 applies, and provide a comprehensive list of required interim disclosures including a requirement for entities to disclose events that occur after the end of the most recent annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact that ASU 2025-11 will have on the Company's consolidated financial statement disclosures.

In December 2025, the FASB issued ASU 2025-12, "Codification Improvements" ("ASU 2025-12") which includes amendments for technical corrections, clarifications and revisions to existing codification intended to improve consistency of application, remove ambiguity and enhance overall usability.

These improvements do not introduce new accounting requirements and are not expected to result in significant changes to accounting practices.

ASU 2025-12 is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years.

We are currently evaluating the impact that ASU 2025-12 will have on the Company's consolidated financial statement disclosures.

EARNINGS PER SHARE

15 unchanged sentences

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

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

For the Six Months Ended January 31, 2026 For the Six Months Ended January 31, 2025

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

13 unchanged sentences

Diluted EPS $ 1.93 $ 1.56 $ 2.01 $ 1.63

(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.

(1) The impact of 288,083 unvested shares of Common Stock and 139,276 unvested shares of Class B Stock were anti-dilutive therefore not included in the calculation of diluted EPS for the six months ended January 31, 2026.

The impact of 254,192 unvested shares of Common Stock and 116,949 unvested shares of Class B Stock were anti-dilutive, and therefore not included in the calculation of diluted EPS for the six months ended January 31, 2025.

For the Three Months Ended January 31, 2026 For the Three Months Ended January 31, 2025

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

Total Common Class B Total Common Class B

Net income $ 12,569 $ 9,594 $ 2,975 $ 12,921 $ 9,855 $ 3,066

Distributed and undistributed earnings on restricted shares ( 474 ) ( 349 ) ( 125 ) ( 598 ) ( 406 ) ( 192 )

Income available to stockholders $ 12,095 $ 9,245 $ 2,850 $ 12,323 $ 9,449 $ 2,874

Net Income (Numerator) $ 9,245 $ 2,850 $ 9,449 $ 2,874

Weighted Average Shares Outstanding (Denominator) 9,884 4,048 9,895 4,004

Basic EPS $ 0.94 $ 0.70 $ 0.95 $ 0.72

Effect of dilution - Net Income (1)

$ 2,850 $ — $ 2,874 $ —

Net income assuming dilution (Numerator) $ 12,095 $ 2,850 $ 12,323 $ 2,874

Effect of dilution - Shares (1)

4,048 — 4,004 —

Shares assuming dilution (Denominator) 13,932 4,048 13,899 4,004

Diluted EPS $ 0.87 $ 0.70 $ 0.89 $ 0.72

(1) The impact of 245,326 unvested shares of Common Stock and 103,461 unvested shares of Class B Stock were anti-dilutive therefore not included in the calculation of diluted EPS for the three months ended January 31, 2026.

The impact of 250,151 unvested shares of Common Stock and 105,024 unvested shares of Class B Stock were anti-dilutive, and therefore not included in the calculation of diluted EPS for the three months ended January 31, 2025.

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

6 unchanged sentences

Inventory costs include the cost of raw materials, packaging supplies, labor, and other overhead costs.

The Company maintains reserves against inventory to reduce the carrying value to the expected net realizable value.

The Company maintains reserves against inventory to reduce the

carrying value to the expected net realizable value.

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

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

Inventory reserves were $ 3.9 million as of January 31, 2026 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 $ 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.

We had $ 28.8 million in cash equivalents as of January 31, 2026, 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 January 31, 2026, 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 $ 40.8 million and $ 40.3 million as of October 31, 2025, and July 31, 2025, respectively.

The estimated fair value of debt, including current maturities, was $ 40.8 million and $ 40.3 million as of January 31, 2026, and July 31, 2025, respectively.

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

25 unchanged sentences

Work began on the modifications during fiscal year 2024.

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 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.

We increased the total estimated cost by $ 0.6 million and $ 0.7 million in fiscal years 2024 and 2025, respectively.

In fiscal year 2026, we decreased the total estimated cost by $ 0.2 million resulting in a total $ 3.6 million expense related to this matter.

The modification work is expected to be completed during fiscal year 2026 and, as inherent uncertainties exist in these estimates, we will monitor through the completion of the modification but do not expect that remaining costs in excess of amounts accrued would have a material impact on the Company’s results of operations, financial condition and cash flows.

We are party to an Amended and Restated Note Purchase and Private Shelf Agreement (as amended, the "Note Agreement") with PGIM, Inc.

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

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.

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 January 31, 2026, (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 January 31, 2026, 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 January 31, 2026.

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.

11 unchanged sentences

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 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.

As of January 31, 2026, and July 31, 2025, we were in compliance with the restrictive covenants under the Credit Agreement.

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

As of January 31, 2026, 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 January 31, 2026, 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 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.

As of January 31, 2026, the variable rates would have been 6.75 % for the BMO prime-based rate or 5.06 % 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.

2 unchanged sentences

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 three months ended October 31, 2025.

We have no material finance leases, and variable costs for operating leases are immaterial for the six months ended January 31, 2026.

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 October 31,

For the Three Months Ended January 31, For the Six Months Ended January 31,

2026 2025 2026 2025

Operating lease cost $ 1,248 $ 1,369 $ 2,460 $ 2,739

1 unchanged sentence

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

For the Three Months Ended October 31,

For the Three Months Ended January 31, For the Six Months Ended January 31,

2026 2025 2026 2025

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

3 unchanged sentences

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

October 31, 2025 July 31, 2025

January 31, 2026 July 31, 2025

Weighted-average remaining lease term - operating leases 4.7 years 4.8 years

Weighted-average discount rate - operating leases 5.18 % 5.12 %

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

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

Lease liability maturities as of January 31, 2026 are as follows (in thousands):

Fiscal year 2026 (remaining six months) $ 2,487

Fiscal year 2027 4,304

18 unchanged sentences

Business to Business Products Group Retail and Wholesale Products Group

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Product 2026 2025 2026 2025

5 unchanged sentences

Net Sales $ 86,263 $ 91,831 $ 151,960 $ 153,028

Business to Business Products Group Retail and Wholesale Products Group

For the Three Months Ended January 31,

Product 2026 2025 2026 2025

Cat Litter $ — $ — $ 65,110 $ 63,237

Industrial and Sports — — 10,650 10,261

Agricultural and Horticultural 11,242 9,175 — —

Fluids Purification 25,473 26,512 — —

Animal Health & Nutrition 5,262 7,729 — —

Net Sales $ 41,977 $ 43,416 $ 75,760 $ 73,498

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

2 unchanged sentences

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.

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

For the Six Months Ended January 31, 2026

(in thousands) Business to Business Products Group

3 unchanged sentences

Gross Profit 33,623 34,174 67,797

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

Compensation & Consultant

( 4,829 ) ( 4,277 ) ( 9,106 )

Advertising ( 567 ) ( 2,709 ) ( 3,276 )

7 unchanged sentences

Net Income $ 28,025

For the Three Months Ended October 31, 2024

For the Six Months Ended January 31, 2025

(in thousands) Business to Business Products Group

3 unchanged sentences

Gross Profit 39,300 35,928 75,228

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

Compensation & Consultant

( 4,352 ) ( 4,177 ) ( 8,529 )

Advertising ( 620 ) ( 2,830 ) ( 3,450 )

7 unchanged sentences

Net Income $ 29,297

For the Three Months Ended January 31, 2026

(in thousands) Business to Business Products Group

Retail and Wholesale Products Group

Net Sales $ 41,977 $ 75,760 $ 117,737

Cost of Goods Sold ( 26,095 ) ( 59,340 ) ( 85,435 )

Gross Profit 15,882 16,420 32,302

Compensation & Consultant

( 2,322 ) ( 2,158 ) ( 4,480 )

Advertising ( 355 ) ( 1,446 ) ( 1,801 )

Other Operating Expenses ( 1,406 ) ( 2,044 ) ( 3,450 )

Operating Income 11,799 10,772 22,571

Corporate Expenses ( 6,878 )

Income from Operations 15,693

Total Other Income, Net

Income Before Income Taxes 15,814

Income Tax Expense ( 3,245 )

Net Income $ 12,569

For the Three Months Ended January 31, 2025

(in thousands) Business to Business Products Group

Retail and Wholesale Products Group

Net Sales $ 43,416 $ 73,498 $ 116,914

Cost of Goods Sold ( 25,711 ) ( 56,755 ) ( 82,466 )

Gross Profit 17,705 16,743 34,448

Compensation & Consultant

( 1,878 ) ( 2,121 ) ( 3,999 )

Advertising ( 450 ) ( 1,634 ) ( 2,084 )

Other Operating Expenses ( 1,055 ) ( 1,660 ) ( 2,715 )

Operating Income 14,322 11,328 25,650

Corporate Expenses ( 8,168 )

Income from Operations 17,482

Total Other Expense, Net ( 1,222 )

Income Before Income Taxes 16,260

Income Tax Expense ( 3,339 )

Net Income $ 12,921

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;

2 unchanged sentences

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

January 31, 2026 July 31, 2025

(in thousands)

7 unchanged sentences

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

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.

As of January 31, 2026, there were 1,080,263 shares of Common Stock or Class B Stock available for future grants under this plan.

Restricted Stock

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 .

All of our non-vested restricted stock as of January 31, 2026 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 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.

There were 62,500 and 82,550 restricted shares of Common Stock granted during the six months ended January 31, 2026, and 2025, respectively.

There were no restricted shares of Class B Stock granted during the six months ended January 31, 2026, and 2025.

Stock-based compensation expense was $ 1.0 million and $ 1.1 million for the three months ended January 31, 2026, and 2025, respectively, and was $ 2.1 million and $ 1.9 million for the six months ended January 31, 2026, and 2025, respectively.

A summary of restricted stock transactions is shown below:

5 unchanged sentences

Forfeitures ( 1 ) $ 36.26

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

Non-vested restricted stock outstanding at January 31, 2026 589 $ 34.01

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

The following table summarizes the changes in accumulated other comprehensive income (loss) by component as of January 31, 2026 (in thousands):

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

3 unchanged sentences

Net current-period other comprehensive (loss) income, net of tax ( 43 ) 149 106

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

Balance as of January 31, 2026 $ 1,162 $ ( 87 ) $ 1,075

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 $ 0.7 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.

Total payments to this vendor for fees and cost reimbursements were $ 0.1 million and $ 0.2 million for the three months ended January 31, 2026 and January 31, 2025, respectively, and $ 0.8 million and $ 0.5 million for the first six months of fiscal years 2026, and 2025, respectively.

There were no outstanding accounts payable due to that vendor as of either January 31, 2026, or July 31, 2025.

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.

Total sales to that customer, including sales to its subsidiaries, were $ 0.1 million for both the three months ended January 31, 2026, and January 31, 2025, and $ 0.1 million and $ 0.2 million for the first six months of fiscal years 2026 and 2025, respectively.

There were no outstanding amounts due from that customer as of either January 31, 2026, 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