What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-10-08 compared with 2025-10-09 · 151 added, 112 removed, 850 unchanged (24% of the section changed)

9 unchanged sentences

Inventories, net 53,489 51,594

Prepaid expenses and other assets 5,961 7,270

Prepaid and other current assets 6,020 5,961

Total Current Assets 208,647 177,383

35 unchanged sentences

Deferred compensation 5,924 5,777

Deferred income taxes 785 547

Long-term operating lease liabilities 11,064 11,296

24 unchanged sentences

Income from Operations 67,982 68,220 51,645

Other (Expense) Income

Other Income (Expense)

Interest income 1,616 698 873

Interest expense ( 2,199 ) ( 2,434 ) ( 1,804 )

Loss on pension termination — — ( 4,652 )

Foreign exchange (loss) gain ( 522 ) ( 628 ) 105

Foreign exchange loss ( 138 ) ( 522 ) ( 628 )

Other, net 2,222 249 ( 435 )

Total Other Expense, Net ( 2,009 ) ( 1,994 ) ( 6,362 )

Total Other Income (Expense), Net 1,501 ( 2,009 ) ( 1,994 )

Income Before Income Taxes 69,483 66,211 49,651

1 unchanged sentence

Net Income $ 56,969 $ 53,996 $ 39,426

Net Loss Attributable to Noncontrolling Interest — — ( 68 )

Net Income Attributable to Oil-Dri $ 53,996 $ 39,426 $ 29,551

Net Income Per Share

29 unchanged sentences

Pension and postretirement benefits, net of tax

( 10 ) 129 64

Cumulative translation adjustment ( 51 ) 71 ( 43 )

Other Comprehensive Income 200 21 2,931

Other Comprehensive (Loss) Income ( 61 ) 200 21

Comprehensive Income $ 56,908 $ 54,196 $ 39,447

10 unchanged sentences

Income (Loss)

Non-Controlling Interest Total

Stockholders’

Balance, July 31, 2023 19,610,720 ( 5,176,325 ) $ 1,961 $ 54,778 $ 200,796 $ ( 81,207 ) $ 748 $ 177,076

Net Income (Loss) — — $ — $ — $ 29,551 $ — $ — $ ( 68 ) $ 29,483

Net Income — — — — 39,426 — — 39,426

Other Comprehensive Income — — — — — — 21 21

3 unchanged sentences

Amortization of Restricted Stock — — — $ 4,819 — — — 4,819

Contributions from noncontrolling interests — — $ — $ ( 685 ) $ — $ — $ — $ 437 $ ( 248 )

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

Net income (loss) — — — — 39,426 — — — 39,426

Net income — — — — 53,996 — — 53,996

Other comprehensive income — — — — — — 200 200

8 unchanged sentences

Net income — — — — 56,969 — — 56,969

Other comprehensive income — — — — — — 200 — 200

Other comprehensive loss — — — — — — ( 61 ) ( 61 )

Dividends declared — — — — ( 10,949 ) — — ( 10,949 )

16 unchanged sentences

Non-cash stock compensation expense 5,286 5,368 4,819

Loss on pension termination — — 4,652

Deferred income tax expense (provision)

240 1,697 ( 4,431 )

Deferred income tax expense 1,999 240 1,697

Net increase (decrease) to provision for bad debts and cash discounts ( 262 ) 559 ( 153 )

1 unchanged sentence

Accretion for asset retirement obligation 253 190 211

(Gain) loss on sale of fixed assets

( 31 ) 314 1,044

Gain from release of asset retirement obligation ( 417 ) — —

Loss (gain) on disposal of property, plant and equipment 682 ( 31 ) 314

(Increase) decrease in:

1 unchanged sentence

Inventories ( 1,875 ) 2,336 ( 4,682 )

Prepaid expenses 191 ( 2,431 ) 1,082

Deferred income taxes 31 ( 115 ) 510

Prepaid and other current assets 55 191 ( 2,431 )

Deferred income tax, net ( 148 ) 31 ( 115 )

Other assets 4,423 4,095 3,404

10 unchanged sentences

Acquisition of business — ( 115 ) ( 44,298 )

Acquisition of equity in Agromex

Other investing activities 1,329 — —

Net Cash Used in Investing Activities ( 32,875 ) ( 32,526 ) ( 76,116 )

26 unchanged sentences

Interest payments, net of amounts capitalized $ 1,657 $ 1,697 $ 1,089

Income tax payments $ 12,598 $ 10,006 $ 7,367

Noncash investing and financing activities:

42 unchanged sentences

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

Accounts receivable was $ 75.4 million, $ 69.4 million, and $ 62.2 million as of July 31, 2026, July 31, 2025, and July 31, 2024, respectively.

The composition of inventories was as follows as of July 31 (in thousands):

22 unchanged sentences

During fiscal year 2024 we recorded additions of intangible assets of $ 37.4 million related to the acquisition of Ultra Pet, the components of which were customer list of $ 20.4 million amortized over a useful life of 18 years, $ 5.2 million of trade name and $ 11.8 million of goodwill.

During fiscal year 2025, certain measurement period adjustments were made to goodwill resulting in a $ 0.6 million increase to goodwill.

Intangible amortization was $ 1.2 million, $ 0.5 million, and $ 0.3 million in fiscal years 2025, 2024, and 2023 respectively.

Intangible amortization was $ 1.2 million in both fiscal years 2026 and 2025 and $ 0.5 million in fiscal year 2024.

Our estimated intangible amortization expense for the next five fiscal years is as follows (in thousands):

13 unchanged sentences

Impairment occurs when the carrying value exceeds the fair value.

We performed our impairment assessment and identified no triggering events that indicate the need for impairment of indefinite intangible assets or goodwill in either 2025 or 2024.

We performed our impairment assessment and identified no triggering events that indicate the need for impairment of indefinite intangible assets or goodwill in either fiscal year 2026 or 2025.

P ROPERTY , P LANT AND E QUIPMENT

8 unchanged sentences

When impairment is indicated, an impairment charge is recorded for the difference between the carrying value of the asset and its fair market value.

In fiscal year 2025, we recognized no impairment for fixed assets no longer in use.

We recognized impairment for fixed assets of $ 0.1 million in fiscal year 2024 and $ 0.9 million in fiscal year 2023.

We recognized impairment for fixed assets of $ 0.3 million and $ 0.1 million in fiscal years 2026 and 2024, respectively.

No impairment was recognized in fiscal year 2025.

Impairment is included in cost of goods sold on the Consolidated Statement of Operations.

3 unchanged sentences

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

Pre-production overburden removal costs associated with opening a new mine during the development phase are deferred.

There was no capitalized pre-production costs incurred in either fiscal year 2025 or 2024.

Capitalized development costs are amortized when the sorbent material is removed from the mine and used to produce product for sale.

At the end of fiscal year 2025, the amount of development costs that are being amortized is $ 3.5 million.

Pre-production overburden removal costs associated with opening a new mine during the development phase are deferred and amortized when the sorbent material is removed from the mine and used to produce product for sale.

There were no additional capitalized pre-production costs incurred in either fiscal year 2026 or 2025.

The amount of development costs being amortized at the end of the year was $ 3.1 million and $ 3.5 million in 2026 and 2025, respectively.

Stripping costs incurred during production are treated as a variable inventory production cost and are included in cost of goods sold.

2 unchanged sentences

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

As of both fiscal years ending July 31, 2025, and July 31, 2024, we had $ 13.5 million of land and $ 2.2 million of gross mineral rights.

We had land of $ 13.9 million as of fiscal year ending July 31, 2026, and $ 13.5 million as of fiscal year ending and July 31, 2025.

We had $ 2.2 million of gross mineral rights in both fiscal years ending July 31, 2026 and July 31, 2025.

Any prepaid royalties that may be offset against future royalties due upon extraction of the mineral are also capitalized.

9 unchanged sentences

These values represent the discounted present value of the estimated future mining reclamation and landfill closure costs at the production plants.

Additional mining activity, disturbance of land, and higher costs account for a majority of the increase in the reclamation liability.

In fiscal year 2026, we released a portion of our asset retirement obligation based on our annual evaluation of the future costs, resulting in a net decrease of the liability.

T RADE P ROMOTIONS

24 unchanged sentences

Natural gas forward contracts are accounted for as normal purchases.

As of July 31, 2026 there were five outstanding natural gas forward contracts under which we are obligated for purchases of $ 1.9 million in fiscal year 2027, $ 1.2 million in fiscal year 2028 and $ 0.6 million in fiscal year 2029.

S HIPPING AND H ANDLING C OSTS

32 unchanged sentences

Proportionate adjustments were made to the number of shares that remain available for issuance pursuant to 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 Condensed Consolidated Financial Statements have been retroactively adjusted, where applicable, to reflect the stock split.

The impact on the Condensed Consolidated Balance Sheet and 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 as if the stock split had occurred at the beginning of the earliest period presented.

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

The impact on the Consolidated Balance Sheets and 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 as if the stock split had occurred at the beginning of the earliest period 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.

5 unchanged sentences

Common Stock is entitled to one vote per share and Class B Stock is entitled to ten votes per share.

Common Stock have no conversion rights.

Common Stock has no conversion rights.

Class B Stock is convertible by the holders thereof on a share-by-share basis into Common Stock at any time and is subject to mandatory conversion under certain circumstances.

55 unchanged sentences

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 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.

2023-07 also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

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.

Refer to Note 3 - Operating Segments of this Form 10-K 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.

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

2023-09, "Income Taxes (Topic 740):

1 unchanged sentence

These amendments primarily require enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative disclosures regarding income taxes paid.

These amendments are to be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2024.

Early adoption is permitted.

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

These amendments were adopted as of July 31, 2026 and have been applied retrospectively.

Refer to Note 6 - Income Taxes of this Form 10-K for the enhanced disclosures updated as a result of the adoption of ASU 2023-09.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No.

4 unchanged sentences

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 do not expect the amendment 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):

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 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 amendment 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.

NOTE 2 – ACQUISITION

6 unchanged sentences

Refer to Note 4 of the Consolidated Financial Statements for additional details regarding the debt used in funding the acquisition.

As of July 31, 2025, the Company has completed the assessment to assign fair values to all tangible and intangible assets acquired and liabilities assumed.

During fiscal year 2025, goodwill increased $ 0.6 million as a result of measurement period adjustments to inventory, accounts receivable, deferred tax and other assets and to account for the final purchase price adjustments.

During fiscal year 2025, the Company completed the assessment to assign fair values to all tangible and intangible assets acquired and liabilities assumed.

As a result, goodwill increased $ 0.6 million due to measurement period adjustments to inventory, accounts receivable, deferred tax and other assets and to account for the final purchase price adjustments.

The following table summarizes the final consideration paid and fair value of the assets acquired, and liabilities assumed at the acquisition date.

35 unchanged sentences

(a) Adjustment for acquisition related expenses reflects the reversal of legal and other professional fees and integration costs incurred in fiscal year 2024.

These expenses are included in general and administrative expense on Oil-Dri consolidated income statement.

These expenses are included in general and administrative expense on the Consolidated Statement of Operations.

(b) Interest expense adjustments reflect higher interest expense associated with financing the Ultra Pet acquisition assuming financing occurred August 1, 2022.

(c) Customer list amortization adjustment reflects additional amortization assuming amortization began on August 1, 2022.

(d) Inventory step up adjustment reflects the reversal of the amortization recognized in fiscal year 2024 and recognition of the full step up adjustment in fiscal year 2023.

(d) Inventory step up adjustment reflects the reversal of the amortization recognized in fiscal year 2024 as a result of the full step up adjustment recognized in fiscal year 2023.

NOTE 3 – OPERATING SEGMENTS

39 unchanged sentences

Income from Operations 67,982

Total Other Expense, Net ( 2,009 )

Total Other Income, Net 1,501

Income Before Income Taxes $ 69,483

33 unchanged sentences

Net Income $ 39,426

Net Loss Attributable to Noncontrolling Interest $ ( 68 )

Net Income Attributable to Oil-Dri $ 29,551

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

16 unchanged sentences

Foreign subsidiaries $ — $ — $ —

Income (Loss) before income taxes:

Domestic operations $ 66,285 $ 48,995 $ 33,686

Foreign subsidiaries $ ( 74 ) $ 656 $ 992

Net Income (Loss) attributable to Oil-Dri:

Domestic operations $ 55,192 $ 39,729 $ 28,494

Foreign subsidiaries $ ( 1,196 ) $ ( 303 ) $ 1,057

Identifiable assets:

Domestic operations $ 382,634 $ 345,934 $ 271,627

Foreign subsidiaries $ 9,043 $ 8,671 $ 14,608

Included within identifiable assets for our foreign subsidiaries is cash held at foreign banks of $ 4.7 million and $ 4.5 million as of July 31, 2025, and July 31, 2024, respectively.

Sales to Walmart, our largest customer, are included in our Retail and Wholesale Products Group.

The percentage of consolidated net sales and net accounts receivable attributed to Walmart are shown in the table below:

2025 2024 2023

Net sales for the years ended July 31 19 % 20 % 19 %

Net accounts receivable as of July 31 23 % 23 % 26 %

As of July 31, 2026, long-lived assets were $ 172.2 million and $ 1.1 million for domestic and foreign operations respectively.

As of July 31, 2025, long-lived assets were $ 162.8 million and $ 1.2 million for domestic and foreign operations respectively.

Sales to our largest customer are $ 90.8 million, $ 90.6 million, and $ 86.5 million in fiscal years 2026, 2025, and 2024, respectively.

These sales are included in our Retail and Wholesale Products Group.

There are no other customers with sales equal to or greater than 10% of our total sales.

16 unchanged sentences

10,000 10,000

Seventh Amendment to Credit Agreement.

Full principal amount is due on May 1, 2026 — 10,000

Less current maturities of notes payable ( 1,000 ) ( 1,000 )

5 unchanged sentences

Interest payable on any Shelf Note agreed to be purchased under the Note Agreement will be at a rate determined by Prudential and will mature no more than fifteen years after the date of original issue of such Shelf Note.

On October 7, 2026, subsequent to the end of fiscal year 2026, the Company entered into Amendment No.

5 to the Note Agreement (the “Fifth Amendment”).

The Fifth Amendment amends the Note Agreement to, among other things:

(i) extend the time frame for issuing and selling Shelf Notes to October 7, 2029 ;

(ii) increase the aggregate principal amount of Shelf Notes that may be purchased by Prudential affiliate(s), at Prudential’s discretion and upon our request, on the terms set forth in the Note Agreement from $ 75 million to $ 150 million, minus the aggregate principal amount of Notes then outstanding and Shelf Notes that have been accepted for purchase;

and (iii) add certain restrictive covenants included in the Credit Agreement.

The following is a schedule by fiscal year of future principal maturities of notes payable as of July 31, 2026 (in thousands):

We are party to the Credit Agreement with BMO Harris, which provides for a $ 75 million unsecured revolving credit facility, including a maximum of $ 20 million for letters of credit.

Thereafter 15,000

We are party to the Credit Agreement with BMO Harris, which, as of the end of fiscal 2026, provided for a $ 75 million unsecured revolving credit facility, including a maximum of $ 20 million for letters of credit.

The Credit Agreement contains restrictive covenants that, among other things and under various conditions, limit our ability to incur additional indebtedness or to dispose of assets.

7 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.

On October 7, 2026, subsequent to the end of fiscal year 2026, the Company entered into the Ninth Amendment to Credit Agreement (the “Ninth Amendment”).

The Ninth Amendment amends the Credit Agreement to, among other things:

(i) increase the amount the Company may borrow from BMO Harris from time to time pursuant to its revolving line of credit from up to $ 75 million to up to $ 100 million;

(ii) amend the accordion provision to allow the Company to increase the revolving line of credit from up to an additional $ 50 million to up to the greater of (a) an additional $ 125 million and (b) 100% of Consolidated EBITDA (as defined in the Ninth Amendment), subject to the terms and conditions set forth in the Ninth Amendment;

(iii) reduce pricing by expanding the debt to earnings ratio;

(iv) extend the termination date to October 7, 2031 ;

(v) increase or remove certain restrictive covenant thresholds, including but not limited to the removal of the $ 100 million cumulative permitted acquisitions threshold;

and (vi) add a restricted payments covenant restricting the Company's ability to pay dividends, make distributions, and repurchase shares or make other equity redemptions except (a) when the Company is not in default under the Credit Agreement and (b) under certain other circumstances set forth in the Ninth Amendment.

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

During fiscal year 2026, there were no new borrowings.

however, we elected to pay down $ 10 million of our borrowings under the Credit Agreement.

As of July 31, 2026, we do not have any outstanding borrowings under the Credit Agreement.

27 unchanged sentences

NOTE 6 – INCOME TAXES

We account for income taxes under the liability method.

Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities are are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.

We utilize a two-step approach to recognize and measure uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that that position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any.

The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

Income (loss) before provision for income taxes includes the following components (in thousands):

Year Ended July 31,

2026 2025 2024

Domestic $ 69,411 $ 66,285 $ 48,995

Foreign 72 ( 74 ) 656

Income before income taxes $ 69,483 $ 66,211 $ 49,651

The provision for income tax expense by fiscal year consists of the following (in thousands):

9 unchanged sentences

Total Income Tax Expense $ 12,514 $ 12,215 $ 10,225

Principal reasons for variations between the statutory federal rate and the effective rates by fiscal year were as follows:

Income taxes paid (net of refunds) consists of the following (in thousands):

Year Ended July 31,

2026 2025 2024

federal income tax rate 21.0 % 21.0 % 21.0 %

Depletion deductions allowed for mining ( 4.5 ) ( 5.3 ) ( 7.7 )

State income tax expense, net of federal tax expense 3.6 3.5 2.9

Federal $ 8,483 $ 9,275 $ 6,481

State 1,661 2,877 3,516

Foreign 189 446 9

Total income taxes paid $ 10,333 $ 12,598 $ 10,006

Income taxes paid, net of refunds, exceeded 5 percent of total income taxes paid, net of refunds, in Mississippi;

amounts paid were $ 0.1 million, $ 0.8 million, and $ 0.6 million in fiscal years 2026, 2025, and 2024 respectively.

Additionally, income taxes paid, net of refunds, exceeded 5 percent of total income taxes paid, net of refunds, in Georgia in 2024;

amounts paid were $ 0.6 million.

The Company has elected to retroactively adopt the guidance in ASU 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09").

The following table shows the principal reasons for the difference between the effective income tax rate and the statutory federal income tax rate for the year ended July 31, 2026 in accordance with ASU 2023-09:

2026 2025 2024

Amount % Amount % Amount %

federal income tax $ 14,591 21.0 % $ 13,904 21.0 % $ 10,427 21.0 %

State income tax expense, net of federal tax expense (a) 1,562 2.2 2,153 3.3 2,387 4.8

Foreign tax effects ( 216 ) ( 0.3 ) 224 0.3 202 0.4

Effect of cross border tax laws

U.S tax impacts of foreign branch 12 — 249 0.4 658 1.3

Other ( 397 ) ( 0.6 ) ( 695 ) ( 1.1 ) ( 560 ) ( 1.1 )

Tax credits ( 217 ) ( 0.3 ) ( 932 ) ( 1.4 ) ( 247 ) ( 0.5 )

Nontaxable or nondeductible items

Nondeductible officer compensation 1,440 2.1 870 1.3 1,070 2.2

Depletion deductions allowed for mining ( 2,792 ) ( 4.0 ) ( 2,981 ) ( 4.5 ) ( 2,705 ) ( 5.4 )

Stock based compensation ( 1,737 ) ( 2.5 ) ( 693 ) ( 1.0 ) ( 1,022 ) ( 2.1 )

Tax Impacts of Foreign Branch 0.4 1.3 ( 0.2 )

Tax credits ( 0.4 ) ( 0.2 ) ( 0.3 )

Valuation allowance - foreign 0.5 0.4 ( 0.2 )

Statutory rate change of foreign subsidiaries ( 0.1 ) 0.3 —

Prior year income taxes ( 1.7 ) ( 0.3 ) ( 1.3 )

Foreign tax differential ( 0.1 ) 0.1 ( 0.6 )

Other ( 0.6 ) ( 0.3 ) ( 0.1 )

Effective income tax rate 18.4 % 20.6 % 15.0 %

The combination of tax credits claimed in fiscal year 2025 contributed to a reduction in the effective tax rate when compared to fiscal year 2024.

Other nontaxable or nondeductible item 217 0.3 132 0.2 320 0.6

Other adjustments 51 0.1 ( 16 ) ( 0.1 ) ( 305 ) ( 0.6 )

Effective income tax $ 12,514 18.0 % $ 12,215 18.4 % $ 10,225 20.6 %

(a) The following jurisdictions made up a majority (greater than 50 percent) of the tax effect in this category for each of the respective fiscal years:

California, Illinois, Pennsylvania and Indiana in fiscal year 2026;

Georgia, Mississippi, Illinois and California in fiscal year 2025;

and Georgia, Mississippi, Illinois and California in fiscal year 2024.

The Consolidated Balance Sheets included the following tax effects of cumulative temporary differences as of July 31 (in thousands):

19 unchanged sentences

Other liabilities — 383 — 428

Other liabilities - foreign — — 8 17

Valuation allowance ( 2,408 ) — ( 2,846 ) —

Total deferred taxes $ 15,396 $ 15,956 $ 17,610 $ 16,319

Deferred tax assets and liabilities related to leases decrease as leases expire.

Deferred tax assets and liabilities related to leases decreased as leases expire.

We recorded a valuation allowance of $ 2.4 million and $ 2.8 million as of July 31, 2026 and July 31, 2025, respectively, for the amount of the deferred tax benefit related to our foreign net operating loss carryforwards and certain state net operating loss carryforwards since we believe it is unlikely we will realize the benefit of these tax attributes in the future.

7 unchanged sentences

We were audited by the Internal Revenue Service ("IRS") for fiscal year 2020 with no adjustments upon closure of the audit.

The federal tax returns for fiscal years 2021-2024 remain open for examination.

The federal tax returns for fiscal years 2023-2025 remain open for examination and during fiscal year 2026 the IRS commenced an examination of the Company's U.S income tax returns for fiscal year 2024.

Foreign and U.S.

1 unchanged sentence

The state impact of any federal income tax changes remains subject to examination by various states for a period of up to one year after formal notification to the states.

There are a limited number of open state and local income tax audits in which no material issues have been preliminarily identified.

There are a limited number of open state, local and foreign income tax audits in which no material issues have been preliminarily identified.

There are no material open or unsettled foreign income tax audits.

40 unchanged sentences

Stock-based compensation for restricted stock of $ 4.0 million, $ 4.1 million, and $ 3.7 million, net of related tax effect, was recognized in fiscal years 2026, 2025, and 2024, respectively.

The total restricted stock compensation related tax benefit was $ 1.3 million, $ 1.2 million, and $ 0.8 million in fiscal years 2025, 2024, 2023, respectively.

The total restricted stock compensation related tax benefit was $ 1.3 million, $ 1.3 million, and $ 1.2 million in fiscal years 2026, 2025, and 2024, respectively.

NOTE 9 – DEFERRED COMPENSATION

13 unchanged sentences

Payables 13,867 13,036

Trade promotions and advertising 3,105 2,743

Freight 4,753 2,700

Trade promotions and advertising 3,287 3,105

Taxes 2,238 2,249

9 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 $ 0.3 million resulting in a total $ 3.5 million expense related to this matter.

The modification work was completed during fiscal year 2026.

NOTE 12 – LEASES

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Our leases for a shared warehouse, office facility, and railcars have options to extend which we are reasonably certain we will exercise and, accordingly, have been considered in the lease term used to recognize our ROU assets and lease liabilities.

To determine the present value of the lease liability, we use an incremental borrowing rate, which is defined as the rate of interest that the Company would have to pay to borrow (on a collateralized basis over a similar term) an amount equal to the lease payments in similar economic environments.

To determine the present value of the lease liability, we use an incremental borrowing rate,

which is defined as the rate of interest that the Company would have to pay to borrow (on a collateralized basis over a similar term) an amount equal to the lease payments in similar economic environments.

As provided in ASC 842, we have elected not to apply these measurement and recognition requirements to short-term leases (i.e., leases with a term of 12 months or less).

Short-term leases will not be recorded as ROU assets or lease liabilities on our consolidated balance sheet, and the related lease payments will be recognized in net earnings on a straight-line basis over the lease term.

Short-term leases will not be recorded as ROU assets or lease liabilities on our Consolidated Balance Sheets, and the related lease payments will be recognized in net earnings on a straight-line basis over the lease term.

We have no material finance leases, and variable costs for operating leases are immaterial.

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Operating lease cost $ 4,856 $ 5,320 $ 3,791

Short-term operating lease cost $ 1,694 $ 1,466 $ 1,993

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

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Weighted-average discount rate - operating leases 5.93 % 5.12 % 5.10 %

During fiscal year 2026, we renegotiated our corporate office lease to extend the term by 10 years, resulting in a $ 0.4 million increase to the right-of-use asset and a $ 1.1 million increase to the right-of-use liability.

The difference is due to lease incentives provided as part of the lease modification.

The following table summarizes scheduled minimum future lease payments due within twelve months for operating leases with terms longer than one year for which cash flows are fixed and determinable as of July 31, 2026 (in thousands):

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Total payments to this vendor for fees and cost reimbursements were $ 0.9 million, $ 1.6 million, and $ 2.0 million for fiscal years 2026, 2025, and 2024, respectively.

There were no outstanding fees due to that vendor as of July 31, 2025.

There were $ 0.1 million outstanding amounts due to that vendor as of July 31, 2024.

There were no outstanding fees due to that vendor as of July 31, 2026 and 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 subsidiaries of that customer, were $ 0.4 million for fiscal year 2025 and $ 0.2 million for both fiscal year 2024 and 2023.

Total sales to that customer, including sales to subsidiaries of that customer, were $ 0.3 million, $ 0.4 million, and $ 0.2 million for fiscal years 2026, 2025 and 2024, respectively.

There were no outstanding amounts due from that customer as of July 31, 2026, or 2025.

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Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013 framework) issued by the Committee Sponsoring Organizations of the Treadway Commission (COSO).

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

Based on our assessment, our management concluded that our internal control over financial reporting was effective as of July 31, 2026.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our internal controls over financial reporting as of July 31, 2025, have been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included below under the heading “Report of Independent Registered Public Accounting Firm.” The attestation report of Grant Thornton LLP on the Company’s internal control over financial reporting is also included under this heading below.

The effectiveness of our internal control over financial reporting as of July 31, 2026 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report included below under the heading “Report of Independent Registered Public Accounting Firm.”

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Board of Directors and Stockholders

Oil-Dri Corporation of America

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Emphasis of matter

As discussed in Note 3 to the consolidated financial statements, the Company has adopted new accounting guidance in 2025 related to the accounting for the adoption of Accounting Standards Update ("ASU") No.

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

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

As discussed in Note 1 to the consolidated financial statements, the Company has adopted new accounting guidance in 2026 related to the accounting for the adoption of Accounting Standards Update (“ASU”) ASU No.

2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures" ("ASU 2023-09").

The amendments in ASU 2023-09 were applied retrospectively for all periods presented in the financial statements.

Our opinion is not modified with respect to this matter.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

dispositions of the assets of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data