UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the Quarterly Period Ended ~~January~~April 3130, 2026or
☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from _____________ to ______________

Commission File Number: 001-12622

OIL-DRI CORPORATION OF AMERICA

(Exact name of the registrant as specified in its charter)

Delaware

36-2048898

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

410 North Michigan Avenue, Suite 400

Chicago, Illinois

60611-4213

(Address of principal executive offices)

(Zip Code)

The registrant's telephone number, including area code: (312) 321-1515

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	ODC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for at least the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o

Non-accelerated Filer o

Accelerated Filer x

Smaller Reporting Company o

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~February~~May 2831, 2026, 10,~~246~~254,~~067~~395 shares of the registrant's Common Stock and 4,233,940 shares of the registrant's Class B Stock were outstanding.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION
		Page
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	3433
Item 4:	Controls and Procedures	3433
	PART II – OTHER INFORMATION
Item 1A:	Risk Factors	3534
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	3635
Item 4:	Mine Safety Disclosures	3635
Item 6:	Exhibits	3736
	Signatures	3837

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including, but not limited to, under the heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this report and in other documents that we file with the U.S. Securities and Exchange Commission ("SEC"), may constitute forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are based on management's current expectations, estimates, forecasts, assumptions and projections about future events, our future performance, the future of our business, our plans and strategies, projections, anticipated trends, the economy and other future developments and their potential effects on us. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. Forward-looking statements can be identified by words such as "expect," “endeavor,” "outlook," "forecast," "would," "could," "should," "project," "intend," "plan," "continue," "believe," "seek," "estimate," "anticipate," "may," "assume," "potential," "foresee," "predict," "possible," "commit," "design," "strive," and variations of such words and similar references to future periods.

Such statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated, intended, expected, believed, estimated, projected, planned or otherwise expressed in any forward-looking statements, including, but not limited to, those described herein, in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, and from time to time in our other filings with the SEC.

Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except to the extent required by law, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise.

TRADEMARK NOTICE

"Oil-Dri" is a registered trademark of Oil-Dri Corporation of America.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Balance Sheet

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

ASSETS	~~January~~April 3130,2026		July 31,2025
Current Assets
Cash and cash equivalents	$	4662,~~933~~941	$	50,458
Accounts receivable, net of allowances of $1,375 and $1,493 at January 31, 2026 and July 31, 2025, respectively	70,180		69,370
Accounts receivable, net of allowances of $1,065 and $1,493 at April 30, 2026 and July 31, 2025, respectively	75,772		69,370
Inventories, net	5352,~~753~~420		51,594
Prepaid expenses and other assets	5,~~897~~212		5,961
Total Current Assets	~~176~~196,~~763~~345		177,383
Other Assets
Property, plant and equipment, net	~~148~~150,~~726~~799		149,704
Goodwill	16,017		16,017
Trademarks, trade names and patents, net of accumulated amortization of $731 and $693 at January 31, 2026 and July 31, 2025, respectively	6,592		6,603
Trademarks, trade names and patents, net of accumulated amortization of $724 and $693 at April 30, 2026 and July 31, 2025, respectively	6,575		6,603
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
Customer list, net of accumulated amortization of $10,124 and $9,278 at April 30, 2026 and July 31, 2025, respectively	18,061		18,907
Deferred income taxes	~~879~~1,182		1,291
Operating lease right-of-use assets	1413,~~469~~440		14,219
Other	6,~~338~~371		7,553
Total Other Assets	~~211~~212,~~364~~445		214,294
Total Assets	$	~~388~~408,~~127~~790	$	391,677

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

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Balance Sheet (continued)

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

LIABILITIES & STOCKHOLDERS’ EQUITY	~~January~~April 3130,2026		July 31,2025
Current Liabilities
Current maturities of notes payable	$	1,000	$	1,000
Accounts payable	1013,~~218~~848		16,808
Dividends payable	2,~~749~~750		2,444
Operating lease liabilities	43,~~030~~936		4,071
Accrued expenses	3338,~~220~~386		44,864
Total Current Liabilities	5159,~~217~~920		69,187
Noncurrent Liabilities
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
Long-term debt, net of unamortized debt issuance costs of $153 and $183 at April 30, 2026 and July 31, 2025, respectively	38,847		38,817
Deferred compensation	6,~~371~~419		5,777
Long-term operating lease liabilities	1110,~~517~~546		11,296
Other	7,~~735~~832		7,540
Total Noncurrent Liabilities	6463,~~460~~644		63,430
Total Liabilities	~~115~~123,~~677~~564		132,617
Commitments and contingencies (See note 7)
Stockholders’ Equity
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	1,534		1,528
Common Stock, par value $.10 per share, issued 15,349,661 shares at April 30, 2026 and 15,276,261 shares at July 31, 2025	1,535		1,528
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	465		465
Class B Stock, par value $.10 per share, issued 4,650,484 shares at April 30, 2026 and 4,650,484 shares at July 31, 2025	465		465
Additional paid-in capital	6870,~~980~~344		66,138
Retained earnings	~~300~~312,~~343~~119		277,500
Accumulated other comprehensive income	~~1,075~~976		969
Less Treasury Stock, at cost (5,090,285 Common and 416,544 Class B shares at January 31, 2026 and 4,902,881 Common and 380,628 Class B shares at July 31, 2025)	(99,947)		(87,540)
Less Treasury Stock, at cost (5,095,266 Common and 416,544 Class B shares at April 30, 2026 and 4,902,881 Common and 380,628 Class B shares at July 31, 2025)	(100,213)		(87,540)
Total Stockholders’ Equity	~~272~~285,~~450~~226		259,060
Total Liabilities & Stockholders’ Equity	$	~~388~~408,~~127~~790	$	391,677

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 and per share amounts, unaudited)

	For the Six Months Ended January 31,
	For the Nine Months Ended April 30,
	2026		2025
Net Sales	$	~~238~~364,~~223~~552	$	~~244~~360,~~859~~360
Cost of Goods Sold	(~~170~~263,~~426~~027)		(~~169~~252,~~631~~110)
Gross Profit	67101,~~797~~525		75108,~~228~~250
Selling, General and Administrative Expenses	(3551,~~150~~785)		(3655,~~556~~674)
Income from Operations	3249,~~647~~740		3852,~~672~~576
Other Income (Expense)
Interest expense	(1,~~111~~648)		(1,~~340~~888)
Interest income	~~701~~1,087		~~236~~358
Other, net	12,~~251~~220		(~~1,106~~336)
Total Other Income (Expense), Net	~~841~~1,659		(21,~~210~~866)
Income Before Income Taxes	3351,~~488~~399		3650,~~462~~710
Income Tax Expense	(58,~~463~~848)		(79,~~165~~769)
Net Income	2842,~~025~~551		2940,~~297~~941
Earnings Per Share
Basic Common	$	23.0715	$	23.1703
Basic Class B	$	12.5637	$	12.6328
Diluted Common	$	12.93	$	2.0181
Diluted Class B	$	12.5637	$	12.6328
Average Shares Outstanding
Basic Common	9,~~901~~884		9,~~870~~882
Basic Class B	4,~~028~~035		3,~~986~~991
Diluted Common	13,~~929~~919		13,~~856~~873
Diluted Class B	4,~~028~~035		3,~~986~~991
Dividends Declared Per Share
Common Stock	$	0.~~385~~590	$	0.~~310~~465
Class B Stock	$	0.~~288~~441	$	0.~~233~~350

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 Six Months Ended January 31,
	For the Nine Months Ended April 30,
	2026		2025
Net Income	$	28,025	$	29,297
Net Income Attributable to Oil-Dri	$	42,551	$	40,941
Other Comprehensive Income (Loss):
Postretirement expenses (net of tax)	(4364)		(4771)
Cumulative translation adjustment	~~149~~71		~~(161)~~53
Other Comprehensive Income (Loss)	~~106~~7		(~~208~~18)
Total Comprehensive Income	$	2842,~~131~~558	$	2940,~~089~~923

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,
	For the Three Months Ended April 30,
	2026		2025
Net Sales	$	~~117~~126,~~737~~329	$	~~116~~115,~~914~~501
Cost of Goods Sold	(8592,~~435~~601)		(82,~~466~~479)
Gross Profit	3233,~~302~~728		3433,~~448~~022
Selling, General and Administrative Expenses	(16,~~609~~635)		(1619,~~966~~118)
Income from Operations	1517,~~693~~093		1713,~~482~~904
Other Income (Expense)
Interest expense	(~~555~~537)		(~~606~~548)
Interest income	~~307~~386		86122
Other, net	~~369~~969		~~(702)~~770
Total Other Income (Expense), Net	121		(1,222)
Total Other Income, Net	818		344
Income Before Income Taxes	1517,~~814~~911		1614,~~260~~248
Income Tax Expense	(3,~~245~~385)		(32,~~339~~604)
Net Income	1214,~~569~~526		1211,~~921~~644
Net Income Per Share
Earnings Per Share
Basic Common	$	01.9408	$	0.9586
Basic Class B	$	0.7081	$	0.7265
Diluted Common	$	01.8700	$	0.8980
Diluted Class B	$	0.7081	$	0.7265
Average Shares Outstanding
Basic Common	9,~~884~~848		9,~~895~~907
Basic Class B	4,048		4,~~004~~002
Diluted Common	13,~~932~~896		13,~~899~~909
Diluted Class B	4,048		4,~~004~~002
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,
	For the Three Months Ended April 30,
	2026		2025
Net Income Attributable to Oil-Dri	$	1214,~~569~~526	$	1211,~~921~~644
Other Comprehensive Income (Loss):
Postretirement expenses (net of tax)	(21)		(2624)
Cumulative translation adjustment	~~171~~(78)		~~(140)~~214
Other Comprehensive Income (Loss)	150		(166)
Other Comprehensive (Loss) Income	(99)		190
Total Comprehensive Income	$	1214,~~719~~427	$	1211,~~755~~834

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 January 31
	For the Three Months Ended April 30
	Number of Shares
	Common& Class BStock	TreasuryStock	Common& Class BStock		AdditionalPaid-InCapital		RetainedEarnings		TreasuryStock		AccumulatedOtherComprehensiveIncome		TotalStockholders’Equity
	Common & Class B Stock	TreasuryStock	Common& Class BStock		AdditionalPaid-InCapital		RetainedEarnings		TreasuryStock		AccumulatedOtherComprehensiveIncome		TotalStockholders’Equity
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
Other Comprehensive Loss	—	—	—		—		—		—		(166)		(166)
Dividends Declared	—	—	—		—		(2,097)		—		—		(2,097)
Purchases of Treasury Stock	—	(4,419)	—		—		—		(180)		—		(180)
Net issuance of stock under long-term incentive plans	475	(1,283)	1		50		—		(51)		—		—
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	—	—	—		—		11,644		—		—		11,644
Net Income	—	—	—		—		12,569		—		—		12,569
Other Comprehensive Income	—	—	—		—		—		—		190		190
Other Comprehensive Income	—	—	—		—		—		—		150		150
Dividends Declared	—	—	—		—		(2,104)		—		—		(2,104)
Dividends Declared	—	—	—		—		(2,749)		—		—		(2,749)
Purchases of Treasury Stock	—	(1,545)	—		—		—		(69)		—		(69)
Purchases of Treasury Stock	—	(104,881)	—		—		—		(5,404)		—		(5,404)
Net issuance of stock under long-term incentive plans	53,300	(400)	5		3		—		(8)		—		—
Net issuance of stock under long-term incentive plans	10,800	(700)	1		26		—		(27)		—		—
Amortization of Restricted Stock	—	—	—		1,338		—		—		—		1,338
Amortization of Restricted Stock	—	—	—		1,357		—		—		—		1,357
Balance, April 30, 2025	19,919,745	(5,277,917)	$	1,992	$	64,536	$	266,889	$	(87,309)	$	751	$	246,859
Balance, January 31, 2026	19,989,245	(5,506,829)	$	1,999	$	68,980	$	300,343	$	(99,947)	$	1,075	$	272,450
Net Income	—	—	—		—		14,526		—		—		14,526
Other Comprehensive Loss	—	—	—		—		—		—		(99)		(99)
Dividends Declared	—	—	—		—		(2,750)		—		—		(2,750)
Purchases of Treasury Stock	—	(2,481)	—		—		—		(173)		—		(173)
Net issuance of stock under long-term incentive plans	10,900	(2,500)	1		92		—		(93)		—		—
Amortization of Restricted Stock	—	—	—		1,272		—		—		—		1,272
Balance, April 30, 2026	20,000,145	(5,511,810)	$	2,000	$	70,344	$	312,119	$	(100,213)	$	976	$	285,226

	For the Six Months Ended January 31
	For the Nine Months Ended April 30
	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
Net Income	—	—	—		—		2940,~~297~~941		—		—		2940,~~297~~941
Other Comprehensive Loss	—	—	—		—		—		—		(~~208~~18)		(~~208~~18)
Dividends Declared	—	—	—		—		(46,~~195~~299)		—		—		(46,~~195~~299)
Purchases of Treasury Stock	—	(3334,~~421~~966)	—		—		—		(2,~~164~~233)		—		(2,~~164~~233)
Net issuance of stock under long-term incentive plans	4194,~~275~~575	(12,~~022~~422)	510		~~622~~625		—		(~~627~~635)		—		—
Amortization of Restricted Stock	—	—	—		23,~~542~~880		—		—		—		23,~~542~~880
Balance, January 31, 2025	19,866,445	(5,275,972)	$	1,987	$	63,195	$	257,349	$	(87,232)	$	561	$	235,860
Balance, April 30, 2025	19,919,745	(5,277,917)	$	1,992	$	64,536	$	266,889	$	(87,309)	$	751	$	246,859
Balance, July 31, 2025	19,926,745	(5,283,509)	$	1,993	$	66,138	$	277,500	$	(87,540)	$	969	$	259,060
Net Income	—	—	—		—		2842,~~025~~551		—		—		2842,~~025~~551
Other Comprehensive Income	—	—	—		—		—		—		~~106~~7		~~106~~7
Dividends Declared	—	—	—		—		(57,~~182~~932)		—		—		(57,~~182~~932)
Purchases of Treasury Stock	—	(~~222~~224,~~120~~601)	—		—		—		(12,~~364~~537)		—		(12,~~364~~537)
Net issuance of stock under long-term incentive plans	6273,~~500~~400	(13,~~200~~700)	67		37129		—		(43136)		—		—
Amortization of Restricted Stock	—	—	—		24,~~805~~077		—		—		—		24,~~805~~077
Balance, January 31, 2026	19,989,245	(5,506,829)	$	1,999	$	68,980	$	300,343	$	(99,947)	$	1,075	$	272,450
Balance, April 30, 2026	20,000,145	(5,511,810)	$	2,000	$	70,344	$	312,119	$	(100,213)	$	976	$	285,226

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

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)

	For the Six Months Ended January 31,
	For the Nine Months Ended April 30,
CASH FLOWS FROM OPERATING ACTIVITIES	2026		2025
Net Income	$	2842,~~025~~551	$	2940,~~297~~941
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1117,~~478~~186		1016,~~817~~391
Non-cash stock-based compensation	24,~~805~~077		23,~~542~~880
Provision for bad debts and cash discounts	(~~120~~169)		~~415~~436
Loss on impairment of patent applications	—		4948
Accretion of asset retirement obligation	~~126~~190		95143
Loss on the disposals of property, plant and equipment	~~352~~413		9529
(Increase) decrease in assets:
Accounts receivable	(~~637~~6,203)		(43,~~424~~816)
Inventories	(~~2,058~~766)		(12,~~394~~547)
Prepaid expenses	95463		1,~~019~~234
Deferred income taxes	~~344~~73		~~110~~(116)
Other assets	34,~~079~~091		23,~~094~~012
Increase (decrease) in liabilities:
Accounts payable	(~~2,947~~641)		~~1,989~~495
Accrued expenses	(105,~~602~~529)		(82,~~371~~268)
Deferred compensation	~~594~~642		~~289~~548
Other liabilities	(23,~~099~~170)		(23,~~292~~422)
Total Adjustments	~~410~~10,657		314,~~033~~047
Net Cash Provided by Operating Activities	2853,~~435~~208		3254,~~330~~988
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(1420,~~817~~918)		(1724,~~806~~483)
Proceeds from sale of property, plant and equipment	—		89
Acquisition of a business	—		(115)
Net Cash Used in Investing Activities	(14,817)		(17,921)
Dispositions of short-term investments	312		—
Net Cash Used in Investing Activities	(20,606)		(24,509)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on revolving credit facility	—		(10,000)
Dividends paid	(47,~~877~~626)		(46,~~194~~290)
Purchases of treasury stock	(12,~~364~~537)		(2,~~164~~233)
Net Cash Used in Financing Activities	(1720,~~241~~163)		(1618,~~358~~523)
Effect of exchange rate changes on cash and cash equivalents	9844		5738
Net Decrease in Cash and Cash Equivalents	(3,525)		(1,892)
Net Increase in Cash and Cash Equivalents	12,483		11,994
Cash, Cash Equivalents and Restricted Cash, Beginning of Period	50,458		24,481
Cash, Cash Equivalents and Restricted Cash, End of Period	$	4662,~~933~~941	$	2236,~~589~~475

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

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Cash Flows - Continued

(in thousands, unaudited)

	For the Six Months Ended January 31,
	For the Nine Months Ended April 30,
	2026		2025
Supplemental disclosures:
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	$	—	$	—
Other cash flows:
Interest payments, net of amounts capitalized	$	~~829~~1,152	$	~~848~~1,172
Income tax payments, net of refunds	$	57,~~785~~635	$	79,~~860~~588
Non-cash investing and financing activities:
Change in capital expenditures in accounts payable	$	(32,~~653~~323)	$	(2,~~781~~253)
Change in capital expenditures in accrued expenses	$	(1,~~128~~014)	$	(54,~~024~~620)
Cash dividends declared and accrued	$	2,~~749~~750	$	2,~~097~~105

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

OIL-DRI CORPORATION OF AMERICA

Notes To Condensed Consolidated Financial Statements

(Unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in compliance with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements and the related notes are condensed and should be read in conjunction with the Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

The unaudited Condensed Consolidated Financial Statements include the accounts of Oil-Dri Corporation of America and its subsidiaries. All significant intercompany transactions are eliminated. 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 which are, in the opinion of management, necessary for a fair presentation of the statements contained herein. Operating results for the three and ~~six~~nine months ended ~~January~~April 3130, 2026, are not necessarily an indication of the results that may be expected for the fiscal year ending July 31, 2026.

Stock Split

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. Stockholders of record as of the close of business on December 20, 2024 received a distribution of one additional share of Common Stock, par value $0.10 per share ("Common Stock"), for each share of Common Stock held by such stockholder and one additional share of Class B Stock, par value $0.10 per share ("Class B Stock"), for each share of Class B Stock held by such stockholder as of the record date. The additional shares were distributed on January 3, 2025, and our Common Stock began trading on a post-split basis on January 6, 2025.

The stock split did not affect the par value of the Common Stock or Class B Stock, however, in order to implement the stock split, we amended our Certificate of Incorporation on December 11, 2024 to increase the number of authorized shares of Common Stock from 15 million to 30 million. 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, where applicable, 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 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.

Management Use of Estimates

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, 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 of our estimates and assumptions are revised periodically. Actual results could differ from these estimates.

Summary of Significant Accounting Policies

Our significant accounting policies, which are summarized in detail in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025, have not materially changed. The following is a description of certain of our significant accounting policies:

Trade Receivables. We recognize trade receivables when control of finished products is transferred to our customers. We record an allowance for credit losses based on our expectations and a periodic review of our accounts receivable, including a review of the overall aging of accounts, consideration of customer credit risk, and analysis of facts and circumstances about specific accounts. A customer account is determined to be uncollectible when it is probable that a loss will be incurred after we have completed our internal collection procedures, including termination of shipments, direct customer contact and formal demand of payment. We retain outside collection agencies to facilitate our collection efforts. 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 by our customers. Accounts receivable was $7075.28 million, $69.4 million, and $62.2 million as of ~~January~~April 3130, 2026, July 31, 2025, and July 31, 2024, respectively.

Property, Plant and Equipment. Property, plant and equipment includes depreciable assets such as building, machinery, equipment, furniture, vehicles, and capitalized spare parts. These assets are depreciated using the straight-line method over their estimated useful lives. 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.

These assets are carried at cost on the unaudited Condensed Consolidated Balance Sheet and are reviewed for possible impairment on an annual basis or when circumstances indicate that an asset may become impaired. We take into consideration idle and underutilized equipment and review business plans for possible impairment. When impairment is indicated, an ~~impairment charge is recorded for the difference between the carrying value of the asset and its fair market value.~~

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

The composition of property, plant and equipment is as follows (in thousands):

	January 31,2026		July 31,2025
	April 30,2026		July 31,2025
Gross property, plant and equipment	$	~~362~~366,~~455~~934	$	356,079
Accumulated depreciation and amortization	(~~213~~216,~~729~~135)		(206,375)
Total Property, Plant and Equipment, Net	$	~~148~~150,~~726~~799	$	149,704

Land, Mining Property and Mineral Rights. 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. These stripping costs are treated as a variable inventory production cost and are included in cost of goods sold in the period they are incurred. 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, 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. All exploration related costs are expensed as incurred.

Reclamation. We perform ongoing reclamation activities during the normal course of our overburden removal. As overburden is removed from a mine site, it is hauled to previously mined sites and is used to refill older sites. This process allows us to continuously reclaim older mine sites and dispose of overburden simultaneously, therefore minimizing the costs associated with the reclamation process.

On an annual basis we evaluate our potential reclamation liability in accordance with ASC 410, Asset Retirement and Environmental Obligations. The reclamation assets are depreciated over the estimated useful lives of the respective mines. The reclamation liabilities are increased based on a yearly accretion charge over the estimated useful lives of the respective mines.

Leases. ASC 842, Leases, provides that a contract is, or contains, a lease if it conveys the right to control the use of an identified asset and, accordingly, a lease liability and a related right-of-use ("ROU") asset is recognized at the commencement date on our unaudited Condensed Consolidated Balance Sheet. As provided in ASC 842, we have elected not to apply these measurements 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 unaudited Condensed Consolidated Balance Sheet, and the related lease payments will be recognized in net earnings on a straight-line basis over the lease term. For leases other than short-term leases, the lease liability is equal to the present value of unpaid lease payments over the remaining lease term. The lease term may reflect options to extend or terminate the lease when it is reasonably certain that such options will be exercised. To determine the present value of the lease liability, we use an incremental borrowing rate, which is defined as the rate of interest we 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. The ROU asset is based on the corresponding lease liability adjusted for certain costs such as initial direct costs, prepaid lease payments and lease incentives received. Both operating and finance lease ROU assets are reviewed for impairment, consistent with other long-lived assets, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. After a ROU asset is impaired, any remaining balance of the ROU asset is amortized on a straight-line basis over the shorter of the remaining lease term or the estimated useful life. After the lease commencement date, we evaluate lease modifications, if any, that could result in a change in the accounting for leases.

Certain of our leases provide for variable lease payments that vary due to changes in facts and circumstances occurring after the commencement date, other than the passage of time. Variable lease payments that are dependent on an index or rate (e.g., the Consumer Price Index) are included in the initial measurement of the lease liability and the ROU asset. Variable lease payments that are not known at the commencement date and are determinable based on the performance or use of the underlying asset, are expensed as incurred. Our variable lease payments primarily include common area maintenance charges based on the percentage of the total square footage leased and the usage of assets, such as photocopiers.

Some of our contracts may contain lease components as well as non-lease components, such as an agreement to purchase services. As allowed under ASC 842, we have elected not to separate the lease components from non-lease components for all asset classes, and we will not allocate the contract consideration to these components. This policy was applied to all existing leases upon adoption of ASC 842 and will be applied to new leases on an ongoing basis.

Revenue Recognition. 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, retailers or consumers and our obligations have an original duration of one year or less. 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. Taxes collected from customers and remitted to governmental authorities are excluded from net sales. 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 performance obligation. We may require certain customers to provide payment in advance of product shipment. We recorded a liability for these advance payments of $0.6 million as of April 30, 2026 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 $0.3 million revenue recognized during the nine months ended April 30, 2026, that was included in the liability for advance payments at the beginning of the period.

performance obligation. We may require certain customers to provide payment in advance of product shipment. We recorded a

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 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. We estimate and accrue the expected costs of these programs. These costs are considered variable consideration under ASC 606, Revenue from Contracts with Customers, and are netted against sales when revenue is recorded. The accruals are based on our best estimate of the amounts necessary to settle future and existing obligations on products sold as of the balance sheet date. To estimate these accruals, we rely on our historical experience of trade spending patterns and that of the industry, current trends and forecasted data.

Selling, General and Administrative Expenses. Selling, general and administrative expenses ("SG&A") include salaries, wages and benefits associated with staff outside the manufacturing and distribution functions, all marketing related costs, any miscellaneous trade spending expenses not required to be included in net sales, research and development costs, depreciation and amortization related to assets outside the manufacturing and distribution process, and all other non-manufacturing and non-distribution expenses.

14Other Current and Noncurrent Liabilities. Other liabilities include the accruals for general expenses not yet paid, cash collected not yet vouchered, legal reserves, postretirement health benefit obligations, and reclamation liability accrual. Current liabilities are due to be paid within the next 12 months. Other noncurrent liabilities on the unaudited Condensed Consolidated Balance Sheet include $6.1 million and $5.9 million for the reclamation liability as of April 30, 2026, and July 31, 2025, respectively, and $1.7 million and $1.6 million for the postretirement health benefit as of April 30, 2026 and July 31, 2025, respectively.

Other Current and Noncurrent Liabilities. Other liabilities include the accruals for general expenses not yet paid, cash collected not yet vouchered, legal reserves, postretirement health benefit obligations, and reclamation liability accrual. 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 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.

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 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. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." 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~~plan ~~currently~~to ~~evaluating~~adopt ~~the~~this ~~impact~~amendment ~~that~~as ~~the~~of ~~adoption~~July of31, ~~this~~2026. ~~guidance~~We ~~will~~do not expect the amendment to have a material impact on ~~our~~the Company's consolidated financial statement disclosures.

In November 2024, the FASB issued ASU No. 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 do not expect the ~~amendments~~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 2025-10, "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.

2. EARNINGS PER SHARE

We utilize the two-class method to report our earnings per share ("EPS"). The two-class method is an earnings allocation formula that determines EPS for each class of common stock according to dividends declared and participation rights in undistributed earnings. Common Stock is entitled to cash dividends equal to at least 133.33% on a per share basis of the cash dividend paid on Class B Stock. In computing EPS, the Company has allocated dividends declared to shares of Common Stock and Class B Stock based on amounts declared for each class of stock and 33.33% more of the undistributed earnings have been allocated to shares of Common Stock than to shares of Class B Stock on a per share basis. 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. 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. Basic EPS is computed by dividing net earnings, reduced for any distributed and undistributed earnings allocated to unvested restricted shares, by the weighted-average number of shares outstanding during the period for each class of common stock. Diluted EPS for Common Stock is derived utilizing the most dilutive result of the if-converted, treasury stock and two-class methods. In our case, the if-converted method is more dilutive than the two-class method and because our unvested restricted stock participates in dividends and is therefore anti-dilutive the treasury stock method does not apply. 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 or Class B 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. 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. Dilution for Class B Stock takes into consideration the effect of unvested restricted shares, unless such shares are anti-dilutive, in which case they are not considered.

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

	For the Six Months Ended January 31, 2026						For the Six Months Ended January 31, 2025
	For the Nine Months Ended April 30, 2026						For the Nine Months Ended April 30, 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	$	2842,~~025~~551	$	2132,~~404~~501	$	610,~~621~~050	$	2940,~~297~~941	$	2231,~~316~~201	$	69,~~981~~740
Distributed and undistributed earnings on restricted shares	$	(1,~~197~~820)	$	(~~862~~1,334)	$	(~~335~~486)	$	(1,~~412~~940)	$	(~~926~~1,285)	$	(~~486~~655)
Income available to stockholders	$	2640,~~828~~731	$	2031,~~542~~167	$	69,~~286~~564	$	2739,~~885~~001	$	2129,~~390~~916	$	69,~~495~~085
Net Income (Numerator)			$	2031,~~542~~167	$	69,~~286~~564			$	2129,~~390~~916	$	69,~~495~~085
Weighted Average Shares Outstanding (Denominator)			9,~~901~~884		4,~~028~~035				9,~~870~~882		3,~~986~~991
Basic EPS			$	23.0715	$	12.5637			$	23.1703	$	12.6328
Effect of dilution - Net Income (1)			$	69,~~286~~564	$	—			$	69,~~495~~085	$	—
Net income assuming dilution (Numerator)			$	2640,~~828~~731	$	69,~~286~~564			$	2739,~~885~~001	$	69,~~495~~085
Effect of dilution - Shares (1)			4,~~028~~035		—				3,~~986~~991		—
Shares assuming dilution (Denominator)			13,~~929~~919		4,~~028~~035				13,~~856~~873		3,~~986~~991
Diluted EPS			$	12.93	$	12.5637			$	2.0181	$	12.6328
(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.
(1) The impact of 281,219 unvested shares of Common Stock and 135,090 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, 2026. The impact of 259,469 unvested shares of Common Stock and 124,187 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, 2025.
	For the Three Months Ended January 31, 2026						For the Three Months Ended January 31, 2025
	For the Three Months Ended April 30, 2026						For the Three Months Ended April 30, 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	$	1214,~~569~~526	$	911,~~594~~097	$	23,~~975~~429	$	1211,~~921~~644	$	98,~~855~~884	$	32,~~066~~760
Distributed and undistributed earnings on restricted shares	(~~474~~623)		(~~349~~472)		(~~125~~151)		(~~598~~540)		(~~406~~367)		(~~192~~173)
Income available to stockholders	$	1213,~~095~~903	$	910,~~245~~625	$	23,~~850~~278	$	1211,~~323~~104	$	98,~~449~~517	$	2,~~874~~587
Net Income (Numerator)			$	910,~~245~~625	$	23,~~850~~278			$	98,~~449~~517	$	2,~~874~~587
Weighted Average Shares Outstanding (Denominator)			9,~~884~~848		4,048				9,~~895~~907		4,~~004~~002
Basic EPS			$	01.9408	$	0.7081			$	0.9586	$	0.7265
Effect of dilution - Net Income (1)			$	23,~~850~~278	$	—			$	2,~~874~~587	$	—
Net income assuming dilution (Numerator)			$	1213,~~095~~903	$	23,~~850~~278			$	1211,~~323~~104	$	2,~~874~~587
Effect of dilution - Shares (1)			4,048		—				4,~~004~~002		—
Shares assuming dilution (Denominator)			13,~~932~~896		4,048				13,~~899~~909		4,~~004~~002
Diluted EPS			$	01.8700	$	0.7081			$	0.8980	$	0.7265
(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.
(1) The impact of 267,018 unvested shares of Common Stock and 125,345 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, 2026. The impact of 268,920 unvested shares of Common Stock and 132,528 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, 2025.

3. INVENTORIES

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

	January 31,2026		July 31,2025
	April 30,2026		July 31,2025
Finished goods	$	29,~~744~~970	$	29,401
Packaging	87,~~373~~985		8,114
Spare parts	6,~~858~~679		6,822
Other	87,~~778~~786		7,257
Total Inventories	$	5352,~~753~~420	$	51,594

Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. 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. These reserves are based upon a combination of factors including historical issues and market trends. Inventory reserves were $3.8 million as of April 30, 2026 and $3.7 million as of July 31, 2025.

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 $3.9 million as of January 31, 2026 and $3.7 million as of July 31, 2025.

4. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized into categories based on the lowest level of input that is significant to the fair value measurement. The categories in the fair value hierarchy are as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs for similar assets or liabilities or valuation models whose inputs are observable, directly or indirectly.

Level 3: Unobservable inputs.

Cash equivalents are classified as Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. 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 $2846.82 million in cash equivalents as of ~~January~~April 3130, 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~~April 3130, 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 $40.87 million and $40.3 million as of ~~January~~April 3130, 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. See Note 8 of the Notes to the unaudited Condensed Consolidated Financial Statements for further information about such debt.

5. INTANGIBLE ASSETS AND GOODWILL

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

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. Estimated intangible amortization for fiscal year 2026 is $1.2 million. Estimated intangible amortization for each of the next five fiscal years is $1.2 million.

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.

6. ACCRUED EXPENSES

Accrued expenses are as follows (in thousands):

	January 31,2026		July 31,2025
	April 30,2026		July 31,2025
Payables	$	12,749	$	13,036
Salaries, Wages, Commissions and Employee Benefits	$	14,933	$	20,532
Salaries, Wages, Commissions and Employee Benefits	11,108		20,532
Payables	12,962		13,036
Trade Promotions and Advertising	2,~~637~~976		3,105
Taxes	1,256		2,249
Freight	2,961		2,700
Freight	2,364		2,700
Taxes	1,687		2,249
Georgia Landfill Modification Reserve	~~559~~149		819
Other	2,~~547~~718		2,423
	$	3338,~~220~~386	$	44,864

7. OTHER CONTINGENCIES

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 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. The amount of the reserve represented management’s best estimate of the costs for the modification with respect to this matter, at the time. 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. 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.

8. DEBT

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 ~~January~~April 3130, 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~~April 3130, 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~~April 3130, 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. 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.

We are party to the Credit Agreement, dated as of January 27, 2006 (as previously amended, the “Credit Agreement”), among us, BMO Harris Bank N.A (“BMO Bank”), and certain of our domestic subsidiaries. The Credit Agreement provides 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. These restrictive covenants include certain financial covenants such as a covenant to maintain a maximum debt to earnings ratio and to maintain a certain fixed charge coverage ratio. On September 30, 2024, the Company entered into the Eighth Amendment to Credit Agreement (the “Eighth Amendment”). The Eighth Amendment amends the Credit Agreement to, among other things: (i) increase the amount the Company may borrow from BMO Bank from time to time pursuant to its revolving line of credit from up to $45 million to up to $75 million; (ii) increase the aggregate maximum amount of letters of credit from up to $10 million to up to $20 million; (iii) add an accordion provision to allow the Company to increase the revolving line of credit by up to an additional $50 million, subject to the terms and conditions set forth in the Eighth Amendment; (iv) extend the termination date to September 30, 2029; 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 ~~January~~April 3130, 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~~third quarter of fiscal year 2026. As of ~~January~~April 3130, 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~~April 3130, 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 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. 19

20The 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, 2026, the variable rates would have been 6.75% for the BMO prime-based rate or 5.06% for the adjusted SOFR-based rate.

9. LEASES

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. Certain of our leases for a shared warehouse and office facility, rail track 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. 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 ~~six~~nine months ended ~~January~~April 3130, 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 January 31,				For the Six Months Ended January 31,
	For the Three Months Ended April 30,				For the Nine Months Ended April 30,
	2026		2025		2026		2025
Operating lease cost	$	1,~~248~~249	$	1,~~369~~337	$	23,~~460~~709	$	24,~~739~~076
Short-term operating lease cost	$	~~435~~446	$	~~347~~318	$	~~794~~1,240	$	~~707~~1,025

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

	For the Three Months Ended January 31,				For the Six Months Ended January 31,
	For the Three Months Ended April 30,				For the Nine Months Ended April 30,
	2026		2025		2026		2025
Cash paid for amounts included in the measurement of operating lease liabilities:	$	1,~~072~~089	$	1,~~150~~137	$	23,~~125~~214	$	23,~~286~~423
Right-of-use assets obtained in exchange for new operating lease liabilities	$	~~2,381~~52	$	—	$	2,~~381~~433	$	—

Operating lease ROU assets and operating lease liabilities are separately presented on the unaudited Condensed Consolidated Balance Sheet, excluding leases with an initial term of twelve months or less. Other supplemental balance sheet information related to leases was as follows:

	January 31, 2026	July 31, 2025
	April 30, 2026	July 31, 2025
Weighted-average remaining lease term - operating leases	4.76 years	4.8 years
Weighted-average discount rate - operating leases	5.18%	5.12%

~~Lease liability maturities as of January 31, 2026 are as follows (in thousands):~~20

Fiscal year 2026 (remaining six months)	$	2,487
Fiscal year 2027	4,304
Fiscal year 2028	3,507
Fiscal year 2029	2,915
Fiscal year 2030	1,662
Thereafter	2,544
Total	17,419
Less: imputed interest	(1,872)
Net lease obligation	$	15,547

Lease liability maturities as of April 30, 2026 are as follows (in thousands):




Fiscal year 2026 (remaining three months)	$	1,210
Fiscal year 2027	4,331
Fiscal year 2028	3,506
Fiscal year 2029	2,915
Fiscal year 2030	1,661
Thereafter	2,544
Total	16,167
Less: imputed interest	(1,685)
Net lease obligation	$	14,482

10. OPERATING SEGMENTS

We have two reportable operating segments: (1) Retail and Wholesale Products Group and (2) Business to Business Products Group. The Retail and Wholesale Products Group is comprised of our Cat Litter and Industrial and Sports Products and the Business to Business Products Group is comprised of our Agricultural and Horticultural, Fluids Purification, and Animal Health & Nutrition Products. These operating segments are managed separately, and each segment's major customers have different characteristics. 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. Our operating segments are also our reportable segments. The accounting policies of the segments are the same as those described in Note 1 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

Net sales for our principal products by segment are as follows (in thousands):

	Business to Business Products Group				Retail and Wholesale Products Group
	For the Six Months Ended January 31,
	For the Nine Months Ended April 30,
Product	2026		2025		2026		2025
Cat Litter	$	—	$	—	$	~~129~~198,~~676~~895	$	~~130~~190,~~913~~656
Industrial and Sports	—		—		2235,~~284~~553		2235,~~115~~195
Agricultural and Horticultural	2436,~~173~~615		2032,~~757~~396		—		—
Fluids Purification	5277,~~140~~180		5782,~~115~~384		—		—
Animal Health & Nutrition	916,~~950~~309		1319,~~959~~729		—		—
Net Sales	$	86130,~~263~~104	$	91134,~~831~~509	$	~~151~~234,~~960~~448	$	~~153~~225,~~028~~851
	Business to Business Products Group				Retail and Wholesale Products Group
	For the Three Months Ended January 31,
	For the Three Months Ended April 30,
Product	2026		2025		2026		2025
Cat Litter	$	—	$	—	$	6569,~~110~~219	$	6359,~~237~~743
Industrial and Sports	—		—		1013,~~650~~269		1013,~~261~~080
Agricultural and Horticultural	1112,~~242~~442		911,~~175~~639		—		—
Fluids Purification	25,~~473~~040		2625,~~512~~269		—		—
Animal Health & Nutrition	56,~~262~~359		75,~~729~~770		—		—
Net Sales	$	4143,~~977~~841	$	4342,~~416~~678	$	7582,~~760~~488	$	7372,~~498~~823

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. 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 Nine Months Ended April 30, 2026
(in thousands)	Business to Business Products Group		Retail and Wholesale Products Group		Total

Net Sales	$	130,104	$	234,448	$	364,552
Cost of Goods Sold	(79,334)		(183,693)		(263,027)
Gross Profit	50,770		50,755		101,525
Compensation & Consultant	(7,350)		(6,364)		(13,714)
Advertising	(736)		(4,263)		(4,999)
Other Operating Expenses	(4,292)		(5,658)		(9,950)
Operating Income	38,392		34,470		72,862
Corporate Expenses					(23,122)
Income from Operations					49,740
Total Other Income, Net					1,659
Income Before Income Taxes					51,399
Income Tax Expense					(8,848)
Net Income					$	42,551

	For the Nine Months Ended April 30, 2025
(in thousands)	Business to Business Products Group		Retail and Wholesale Products Group		Total

Net Sales	$	134,509	$	225,851	$	360,360
Cost of Goods Sold	(77,672)		(174,438)		(252,110)
Gross Profit	56,837		51,413		108,250
Compensation & Consultant	(6,615)		(6,358)		(12,973)
Advertising	(886)		(4,602)		(5,488)
Other Operating Expenses	(4,522)		(6,039)		(10,561)
Operating Income	44,814		34,414		79,228
Corporate Expenses					(26,652)
Income from Operations					52,576
Total Other Expense, Net					(1,866)
Income Before Income Taxes					50,710
Income Tax Expense					(9,769)
Net Income					$	40,941

For the Six Months Ended January 31, 2026

For the Three Months Ended April 30, 2026

(in thousands)

Business to Business Products Group

Retail and Wholesale Products Group

Total

Net Sales

8643,~~263~~841

~~151~~82,~~960~~488

~~238~~126,~~223~~329

Cost of Goods Sold

(5226,~~640~~694)

(~~117~~65,~~786~~907)

(~~170~~92,~~426~~601)

Gross Profit

3317,~~623~~147

3416,~~174~~581

6733,~~797~~728

Compensation & Consultant

(42,~~829~~521)

(42,~~277~~087)

(94,~~106~~608)

Advertising

(~~567~~169)

(21,~~709~~554)

(31,~~276~~723)

Other Operating Expenses

(21,~~794~~498)

(41,~~017~~641)

(63,~~811~~139)

Operating Income

2512,~~433~~959

2311,~~171~~299

4824,~~604~~258

Corporate Expenses

(157,~~957~~165)

Income from Operations

3217,~~647~~093

Total Other Income, Net

~~841~~818

Income Before Income Taxes

3317,~~488~~911

Income Tax Expense

(53,~~463~~385)

Net Income

2814,~~025~~526

For the Six Months Ended January 31, 2025

For the Three Months Ended April 30, 2025

(in thousands)

Business to Business Products Group

Retail and Wholesale Products Group

Total

Net Sales

9142,~~831~~678

~~153~~72,~~028~~823

~~244~~115,~~859~~501

Cost of Goods Sold

(5225,~~531~~141)

(~~117~~57,~~100~~338)

(~~169~~82,~~631~~479)

Gross Profit

3917,~~300~~537

3515,~~928~~485

7533,~~228~~022

Compensation & Consultant

(42,~~352~~263)

(42,~~177~~181)

(84,~~529~~444)

Advertising

(~~620~~266)

(21,~~830~~772)

(32,~~450~~038)

Other Operating Expenses

(21,~~896~~626)

(41,~~216~~823)

(73,~~112~~449)

Operating Income

3113,~~432~~382

249,~~705~~709

5623,~~137~~091

Corporate Expenses

(179,~~465~~187)

Income from Operations

3813,~~672~~904

Total Other Expense, Net

(2,210)

Total Other Income, Net

344

Income Before Income Taxes

3614,~~462~~248

Income Tax Expense

(72,~~165~~604)

Net Income

2911,~~297~~644

For the Three Months Ended January 31, 2026

(in thousands)

Business to Business Products Group

Retail and Wholesale Products Group

Total

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					121
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		Total
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; 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.

Assets

January 31, 2026

July 31, 2025

April 30, 2026

July 31, 2025

(in thousands)

Business to Business Products Group

98100,~~996~~249

104,857

Retail and Wholesale Products Group

~~207~~214,~~747~~016

200,644

Unallocated Assets

8194,~~384~~525

86,176

Total Assets

~~388~~408,~~127~~790

391,677

11. STOCK-BASED COMPENSATION

The 2006 Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based and cash-based awards. Our employees and outside directors are eligible to receive grants under the 2006 Plan. The total number of shares of stock subject to grants under the 2006 Plan may not exceed 3,439,000. As of ~~January~~April 3130, 2026, there were 1,~~080~~074,~~263~~344 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 ~~January~~April 3130, 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.

24There were 73,400 and 135,850 restricted shares of Common Stock granted during the nine months ended April 30, 2026, and 2025, respectively. There were no restricted shares of Class B Stock granted during the nine months ended April 30, 2026, and 2025. Stock-based compensation expense was $1.0 million for the three months ended April 30, 2026, and 2025, and was $3.1 million and $2.9 million for the nine months ended April 30, 2026, 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:

	Restricted Shares(in thousands)	Weighted Average Grant Date Fair Value(per share)
Non-vested restricted stock outstanding at July 31, 2025	728	$	28.52
Granted	6273	$	5758.7618
Vested	(~~200~~208)	$	21.42
Forfeitures	(14)	$	36.2682
Non-vested restricted stock outstanding at January 31, 2026	589	$	34.01
Non-vested restricted stock outstanding at April 30, 2026	589	$	34.66

12. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component as of ~~January~~April 3130, 2026 (in thousands):

	Postretirement Health Benefits		Cumulative Translation Adjustment		Total Accumulated Other Comprehensive Income (Loss)
Balance as of July 31, 2025	$	1,205	$	(236)	$	969
Other comprehensive income before reclassifications, net of tax	—		~~149~~71		~~149~~71
Amounts reclassified from accumulated other comprehensive income, net of tax	(4364)		—		(4364)
Net current-period other comprehensive (loss) income, net of tax	(4364)		~~149~~71		~~106~~7
Balance as of January 31, 2026	$	1,162	$	(87)	$	1,075
Balance as of April 30, 2026	$	1,141	$	(165)	$	976

13. 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 $0.1 million and $0.25 million for the three months ended ~~January~~April 3130, 2026 and ~~January~~April 3130, 2025, respectively, and $0.8 million and $01.50 million for the first ~~six~~nine months of fiscal years 2026, and 2025, respectively. There were no outstanding accounts payable due to that vendor as of either ~~January~~April 3130, 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 both the three months ended ~~January~~April 3130, 2026, and ~~January~~April 3130, 2025, and $0.1 2 million and $0.23 million for the first ~~six~~nine months of fiscal years 2026 and 2025, respectively. There were no outstanding amounts due from that customer as of either ~~January~~April 3130, 2026, or July 31, 2025.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and the related notes included herein and our Consolidated Financial Statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed herein under "Forward-Looking Statements" and "Risk Factors," and those discussed under Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

OVERVIEW

We develop, mine, manufacture and market sorbent products principally produced from clay minerals, primarily consisting of calcium bentonite, attapulgite and diatomaceous shale. Our principal products include agricultural and horticultural chemical carriers, animal health and nutrition products, cat litter, fluids purification and filtration bleaching clays, industrial and automotive floor absorbents and sports field products. Our products are sold to two primary customer groups, including customers who resell our products as originally produced to the end consumer and other customers who use our products as part of their production process or use them as an ingredient in their final finished product. We have two reportable operating segments based on the different characteristics of our two primary customer groups: the Retail and Wholesale Products Group ("Retail and Wholesale") and the Business to Business Products Group ("Business to Business"), as described in Note 10 of the Notes to the unaudited Condensed Consolidated Financial Statements. Each operating segment is discussed individually below.

OnRECENT ~~October~~EVENTS 9,AFFECTING ~~2024,~~THE the Company announced that our Board approved a two-for-one stock split in the form of a stock dividend. Stockholders of record as of the close of business on December 20, 2024 received a distribution of one additional share of Common Stock for each share of Common Stock held by such stockholder and one additional share of Class B Stock for each share of Class B Stock held by such stockholder as of the record date. The additional shares were distributed on January 3, 2025, and our Common Stock began trading on a post-split basis on January 6, 2025. COMPANY

~~The~~Over ~~stock~~a ~~split~~period ~~did~~of ~~not~~several ~~affect~~days in January 2026, the ~~par~~southern ~~value~~and ofeastern ~~the~~United ~~Common~~States ~~Stock~~was orimpacted ~~Class~~by Ba ~~Stock~~significant weather event known as "Winter Storm Fern" that resulted in snow, ~~however~~freezing rain, inand ~~order~~ice causing widespread damage and power outages (“Weather Event”). During this time, due to ~~implement~~safety ~~the~~concerns ~~stock~~and ~~split~~interruptions that we ~~amended~~experienced ~~our~~to ~~Certificate~~power, natural gas, and water, we temporarily shut down operations of ~~Incorporation~~our onfacilities ~~December~~in 11the affected regions, ~~2024~~which resulted in reduced production. Our supply chain was also impacted, causing significant delays in delivery of materials and services necessary to resume production. These shutdowns and delays resulted in decreased fixed cost absorption and an increase of backlog in the ~~number~~second quarter of ~~authorized~~fiscal ~~shares~~year of2026. ~~Common~~All ~~Stock~~operations ~~from~~have 15since ~~million~~resumed tonormal 30activity ~~million~~and the backlog has decreased by $2.2 ~~Proportionate~~million ~~adjustments~~at ~~were~~the ~~made~~end of the third quarter when compared to the ~~number~~prior ofquarter. ~~shares~~We define backlog as purchase orders that ~~remain~~we ~~available~~have ~~for~~received ~~issuance~~from ~~pursuant~~customers toand ~~the~~that ~~2006~~we ~~Plan~~have accepted, asbut ~~well~~that ashave tonot ~~the~~shipped ~~outstanding~~by ~~awards~~the ~~under~~customers’ ~~the~~requested ~~2006~~ship ~~Plan~~dates.

~~Over~~While aongoing ~~period~~geopolitical oftensions ~~several~~and ~~days~~conflict in ~~January 2026,~~ the ~~southern~~Middle ~~and~~East ~~eastern~~have ~~United~~contributed ~~States~~to ~~was~~broader ~~impacted~~market ~~by a significant weather event known as "Winter Storm Fern" that resulted in snow~~volatility, ~~freezing~~these ~~rain,~~conditions ~~and~~did ~~ice~~not ~~causing~~have ~~widespread~~a ~~damage and power outages (“Weather Event”). During this time~~direct, ~~due~~material toimpact ~~safety~~on ~~concerns and interruptions that we experienced to power, natural gas, and water, we temporarily shut down operations of~~ our ~~facilities~~results infor the ~~effected~~current ~~regions, which resulted in reduced production~~quarter. ~~Our supply chain was also impacted~~However, ~~causing~~continued ~~significant~~uncertainty ~~delays~~ in ~~delivery~~the ofregion ~~materials~~may ~~and~~lead ~~services necessary~~ to ~~resume~~increased ~~production.~~input ~~These shutdowns~~ and ~~delays~~transportation ~~resulted~~costs in ~~decreased~~future ~~fixed~~periods. ~~cost~~The ~~absorption~~Company ~~and~~continues anto ~~increase~~closely ofmonitor ~~backlog,~~developments ~~which~~and weassess ~~define~~potential asimpacts ~~purchase~~on ~~orders~~operations ~~that we have received from customers~~ and ~~that we have accepted, but that have not shipped by the customers’ requested ship dates~~costs.

~~SIX MONTHS ENDED JANUARY 31, 2026 COMPARED TO~~26

~~SIX~~NINE MONTHS ENDED ~~JANUARY~~APRIL 3130, ~~2025~~2026 COMPARED TO

NINE MONTHS ENDED APRIL 30, 2025

CONSOLIDATED RESULTS

	For the Six Months Ended January 31,
	For the Nine Months Ended April 30,
(in thousands)	2026		2025		$ Change		% Change
Consolidated Results
Net Sales	$	~~238~~364,~~223~~552	$	~~244~~360,~~859~~360	$	(64,~~636)~~192	~~(3)~~1%
Gross Profit	$	67101,~~797~~525	$	75108,~~228~~250	$	(76,~~431~~725)	(106)%
Income from Operations	$	32,647	$	38,672	$	(6,025)	(16)%
SG&A	$	(51,785)	$	(55,674)	$	3,889	(7)%
Net income	$	28,025	$	29,297	$	(1,272)	(4)%
Income from Operations	$	49,740	$	52,576	$	(2,836)	(5)%
Net income	$	42,551	$	40,941	$	1,610	4%
Business to Business
Net Sales	$	86130,~~263~~104	$	91134,~~831~~509	$	(54,~~568~~405)	(63)%
Operating Income	$	2538,~~433~~392	$	3144,~~432~~814	$	(56,~~999~~422)	(1914)%
Retail & Wholesale
Net Sales	$	~~151~~234,~~960~~448	$	~~153~~225,~~028~~851	$	(18,~~068)~~597	~~(1)~~4%
Operating Income	$	2334,~~171~~470	$	2434,~~705~~414	$	~~(1,534)~~56	~~(6)~~—%

Consolidated net sales for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $~~238~~364.26 million, representing a 31% ~~decrease~~increase compared to net sales of $~~244~~360.94 million for the ~~six~~nine months ended ~~January~~April 3130, 2025. The ~~decrease~~increase was driven primarily by ~~softer~~higher volumes ~~across~~of ~~both~~cat ~~our~~litter ~~Business to Business~~ and ~~Retail~~agricultural and ~~Wholesale~~horticultural ~~product~~products, ~~groups~~ when compared to the same period in fiscal year 2025. Further details of the drivers are discussed below in the segment analysis.

Consolidated gross profit in the ~~six~~nine months ended ~~January~~April 3130, 2026 was $67101.85 million, a decrease of $76.47 million, or 106%, from gross profit of $75108.23 million in the ~~six~~nine months ended ~~January~~April 3130, 2025. Gross margin (defined as gross profit as a percentage of net sales) in the ~~six~~nine months ended ~~January~~April 3130, 2026 decreased to 2827.58% from 30.70% in the ~~six~~nine months ended ~~January~~April 3130, 2025., ~~This reduction in gross margin was mainly~~ driven primarily by ~~softer volume and~~ higher ~~costs,~~per ~~which~~ton ~~led to unfavorable fixed cost absorption~~costs. ~~This was in part driven by the Weather Event which impacted our plants' production and ability to fulfill orders.~~ For the ~~six~~nine months ended ~~January~~April 3130, 2026, the overall domestic per ton cost of goods sold increased 34% compared to the same period of fiscal year 2025. The increase was primarily driven by higher per ton manufacturing costs, ~~including materials,~~ which increased 8% when compared to ~~six~~nine months ended ~~January~~April 3130, 2025. Labor was the largest contributor to this increase, along with higher costs for repairs, depreciation, purchased materials, and natural gas. These increases were slightly offset by a 53% decrease in per ton transportation costs, and 31% decrease in per ton packaging costs for the ~~six~~nine months ended ~~January~~April 3130, 2026, when compared to the ~~six~~nine months ended ~~January~~April 3130, 2025.

Total SG&A expenses of $3551.28 million for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $13.49 million, or 47%, lower compared to $3655.67 million for the ~~six~~nine months ended ~~January~~April 3130, 2025. The decrease was driven by a $13.5 million reduction in corporate unallocated expenses, primarily as a result of a lower ~~corporate~~incentive ~~human~~bonus ~~resource~~accrual ~~costs~~ and a lower ~~incentive~~corporate ~~bonus~~human ~~accrual~~resource costs. The ~~decrease~~additional ~~was~~$0.4 ~~partially~~million ~~offset~~decrease byin SG&A expenses at the operating segments level, ~~which~~is ~~increased by $0.1 million, as~~ discussed below.

Total other income, net was $01.87 million for the ~~six~~nine months ended ~~January~~April 3130, 2026, roughly a $3.05 million gain compared to total other expenses, net of $21.29 million in the same period of fiscal year 2025. ~~$0.8~~This ~~million~~gain was driven by a number of ~~this~~items ~~change~~including, ~~was~~$0.9 ~~driven~~million bydue ~~the~~to a reduction in the estimated landfill modification costs recognized in fiscal year 2026 compared to an increase in the estimated cost recognized during the ~~first~~nine ~~half~~months ofended ~~fiscal~~April ~~year~~30, 2025 and $0.8 million ~~was~~due ~~driven~~to by foreign exchange gains. The gain was also in part driven by the positive outcome of a confidential legal settlement in the matter of Oil-Dri Corporation of America vs. Entera Animal Health, et al.~~, as well as $0.5 million due to higher interest income and $0.2 million due to lower interest expense.~~

Tax expense was $58.58 million for the ~~six~~nine months ended ~~January~~April 3130, 2026 compared to $79.28 million for the ~~six~~nine months ended ~~January~~April 3130, 2025., ~~$0.8~~mainly ~~million~~due ofto the ~~decrease~~impact ~~was~~of ~~due~~discrete toitems. aWe ~~discrete~~used an effective tax ~~benefit~~rate asof a17% ~~result~~for ofthe ~~stock-based~~nine ~~compensation~~months ~~recognized~~ended April 30, 2026 compared to a 19% effective tax rate in the ~~first~~same ~~quarter~~period of fiscal year ~~2026~~2025. ~~The~~We ~~remaining~~adjust ~~decrease~~our ~~was~~effective ~~primarily~~tax ~~due~~rate tobased ~~the~~on ~~conversion~~expected ofannual ~~certain~~taxable ~~legal~~income ~~entities~~and ~~from~~our ~~corporations~~assessment toof ~~limited~~various ~~liability~~tax ~~companies~~adjustments, ~~resulting~~including indepletion ~~state~~and ~~tax~~discrete ~~benefits~~items.

Our unaudited Condensed Consolidated Balance Sheet as of ~~January~~April 3130, 2026 and our unaudited Condensed Consolidated Statement of Cash Flows for the ~~six~~nine months ended ~~January~~April 3130, 2026 show a $312.5 million ~~decrease~~increase in total cash and cash equivalents from fiscal year-end 2025. The increase was driven primarily by positive cash flow from operations, partially offset by investing and financing activities. Refer to the "Liquidity and Capital Resources" section below for more details.

equivalents from fiscal year-end 2025. The decrease was driven primarily by financing and investing activities, partially offset by positive cash flow from operations. Refer to the "Liquidity and Capital Resources" section below for more details.

BUSINESS TO BUSINESS PRODUCTS GROUP

(in thousands)	For the ~~Six~~Nine Months Ended ~~January~~April 3130,
Business to Business Products Group	2026		2025		$ Change		% Change
Agricultural and Horticultural	$	2436,~~173~~615	$	2032,~~757~~396	$	34,~~416~~219	1613	%
Fluids Purification	5277,~~140~~180		5782,~~115~~384		(45,~~975~~204)		(96)	%
Animal Health & Nutrition	916,~~950~~309		1319,~~959~~729		(43,~~009~~420)		(2917)	%
Net Sales	$	86130,~~263~~104	$	91134,~~831~~509	$	(54,~~568~~405)	(63)	%
Cost of Goods Sold	$	(5279,~~640~~334)	$	(5277,~~531~~672)	$	(~~109~~1,662)	—2	%
Gross Profit	$	3350,~~623~~770	$	3956,~~300~~837	$	(56,~~677~~067)	(1411)	%
SG&A	$	(812,~~190~~378)	$	(712,~~868~~023)	$	(~~322~~355)	43	%
Operating Income	$	2538,~~433~~392	$	3144,~~432~~814	$	(56,~~999~~422)	(1914)	%

Net sales of the Business to Business Products Group for the ~~six~~nine months ended ~~January~~April 3130, 2026 decreased $54.64 million, or 63%, compared to the ~~six~~nine months ended ~~January~~April 3130, 2025, driven primarily by a reduction in sales of our ~~fluid~~fluids purification and animal health products, partially offset by an increase in sales of our agricultural and horticultural products. Net sales of our fluids purification products for the ~~six~~nine months ended ~~January~~April 3130, 2026 decreased $5.02 million, or 96%, compared to the ~~six~~nine months ended ~~January~~April 3130, 2025. This decrease was due to lower volumes, primarily of our products used in renewable diesel filtration, which were significantly higher in fiscal year 2025 when several new customers began operations in new plants. Net sales of our animal health & nutrition products for the ~~six~~nine months ended ~~January~~April 3130, 2026 decreased $43.04 million, or 2917%, compared to the ~~six~~nine months ended ~~January~~April 3130, 2025, due to lower volume primarily driven by ~~the~~a temporary loss of a key customer at one of our distributors. Net sales of our agricultural and horticultural ~~chemical carrier~~ products for the ~~six~~nine months ended ~~January~~April 3130, 2026 increased $3.4.2 million, or 1613%, compared to the ~~six~~nine months ended ~~January~~April 3130, 2025, due to a combination of favorable mix, ~~higher volume~~ and higher ~~prices~~volume.

Gross profit decreased 1411% in the ~~six~~nine months ended ~~January~~April 3130, 2026 compared to the ~~six~~nine months ended ~~January~~April 3130, 2025. This decrease was mainly due to lower sales resulting in unfavorable fixed cost absorption and higher per ton manufacturing costs. ~~This~~For ~~was~~the innine ~~part~~months ~~driven~~ended byApril 30, 2026, the ~~Weather~~overall ~~Event~~Business ~~which~~to ~~impacted~~Business ~~our~~domestic ~~plants'~~per ~~production~~ton ~~and~~cost ~~ability~~of goods sold increased 5% compared to ~~fulfill~~the ~~orders~~same period of fiscal year 2025. ~~Per~~The increase was primarily driven by higher per ton manufacturing ~~and~~costs, ~~packaging~~including ~~costs~~materials, which increased 9% ~~and~~when ~~2%,~~compared ~~respectively~~to nine months ended April 30, ~~while~~2025. Per ton transportation and packaging costs remained flat for the nine months ended April 30, 2026, when compared to the nine months ended April 30, 2025. SG&A expenses increased by $0.34 million, or 43%, for the ~~six~~nine months ended ~~January~~April 3130, 2026 compared to the ~~six~~nine months ended ~~January~~April 3130, 2025., ~~This increase is~~ primarily driven by higher compensation costs.

RETAIL AND WHOLESALE PRODUCTS GROUP

(in thousands)	For the ~~Six~~Nine Months Ended ~~January~~April 3130,
Retail and Wholesale Products Group	2026		2025		$ Change		% Change
Cat Litter	$	~~129~~198,~~676~~895	$	~~130~~190,~~913~~656	$	(18,~~237)~~239	~~(1)~~4	%
Industrial and Sports	2235,~~284~~553		2235,~~115~~195		~~169~~358		1	%
Net Sales	$	~~151~~234,~~960~~448	$	~~153~~225,~~028~~851	$	(18,~~068)~~597	~~(1)~~4	%
Cost of Goods Sold	$	(~~117~~183,~~786~~693)	$	(~~117~~174,~~100~~438)	$	(~~686~~9,255)	15	%
Gross Profit	$	3450,~~174~~755	$	3551,~~928~~413	$	(~~1,754~~658)	(51)	%
SG&A	$	(1116,~~003~~285)	$	(1116,~~223~~999)	$	~~220~~714	(24)	%
Operating Income	$	2334,~~171~~470	$	2434,~~705~~414	$	~~(1,534)~~56	~~(6)~~—	%

Net sales of the Retail and Wholesale Products Group for the ~~six~~nine months ended ~~January~~April 3130, 2026 ~~decreased~~increased $18.16 million, or 14%, compared to the ~~six~~nine months ended ~~January~~April 3130, 2025, mainly due to aan ~~decrease~~increase in cat litter sales. ~~Domestic~~Net ~~cat litter net~~ sales, ~~excluding~~of co-packaged cat litter, ~~were~~products ~~$112.3~~increased ~~million~~43% ~~for~~in the ~~six~~nine months ended ~~January~~April 3130, 2026, ~~a decrease of $3.3 million, or 3%, when~~ compared to the ~~six~~nine months ended ~~January~~April 3130, 2025. ~~$2.1~~This ~~million~~increase ofwas ~~the~~driven ~~decrease~~primarily ~~was~~by ~~due~~higher tovolumes aas ~~private~~we ~~label~~expanded ~~account~~our ~~that~~co-packaged ~~was~~offerings ~~lost~~to ininclude ~~the~~lightweight ~~second~~cat ~~quarter~~litter. ofDomestic ~~fiscal~~cat ~~year~~litter ~~2025~~net sales, ~~and~~excluding ~~$1.5~~co-packaged ~~million~~cat ~~decrease~~litter, ~~was~~were ~~tied~~$170.2 tomillion ~~high~~for ~~demand~~the innine ~~fiscal~~months ~~year~~ended ~~2025~~April 30, ~~due~~2026, toan aincrease ~~large~~of ~~promotion~~$1.9 atmillion, aor ~~key~~1%, ~~account.~~when ~~These~~compared ~~losses~~to ~~were~~the ~~partially~~nine ~~offset~~months byended ~~revenue~~April 30, ~~gains~~2025, ~~with~~mainly ~~other~~driven ~~customers.~~by ~~Net~~higher ~~sales~~volumes of

~~co-packaged~~crystal cat litter products ~~increased 20% in the six months ended January 31, 2026, compared to the six months ended January 31, 2025~~. ~~This increase was driven primarily by higher volumes as we expanded our co-packaged offerings to include lightweight cat litter.~~ Net sales of our domestic industrial and sports products were $2133.28 million for the ~~six~~nine months ended ~~January~~April 3130, 2026, an increase of $0.36 million, or 12%, when compared to the ~~six~~nine months ended ~~January~~April 3130, 2025, mainly driven by higher prices to offset elevated costs including higher transportation costs. Net sales by our subsidiary in Canada, which include both our cat litter and industrial products, increased $0.12 million, or 2%, for the ~~six~~nine months ended ~~January~~April 3130, 2026, when compared to the ~~six~~nine months ended ~~January~~April 3130, 2025. Due to the Weather Event, several of our plants were shut down and unable to ship products or allow for customers to pick up orders. This drove our backlog of Retail and Wholesale products to increase by $2.8 million at the end of the second quarter when compared to the prior quarter.

Gross profit decreased 51% in the ~~six~~nine months ended ~~January~~April 3130, 2026, compared to the ~~six~~nine months ended ~~January~~April 3130, 2025. This decrease was mainly due to ~~lower~~higher ~~sales~~per ~~resulting~~ton inmanufacturing ~~unfavorable~~costs. ~~fixed~~For ~~cost~~the ~~absorption~~nine months ended April 30, 2026, the overall Retail and ~~higher~~Wholesale domestic per ton ~~manufacturing~~cost ~~costs.~~of ~~This~~goods ~~was~~sold inincreased ~~part~~4% ~~driven~~compared byto the ~~Weather~~same ~~Event~~period ~~which~~of ~~impacted~~fiscal ~~our~~year ~~plants'~~2025. ~~production~~The ~~and~~increase ~~ability~~was toprimarily ~~fulfill~~driven ~~orders.~~by ~~Per~~higher per ton manufacturing costs, including ~~purchased~~ materials, which increased 8% when compared to nine months ended April 30, ~~this~~2025. This increase was partially offset by a 105% reduction in per ton transportation and 42% reduction in per ton packaging costs. ~~Certain key customers shifting terms from delivery to pick-up was the primary driver of the reduction of transportation costs.~~ SG&A expenses decreased $0.27 million, or 24%, during the ~~six~~nine months ended ~~January~~April 3130, 2026, compared to the ~~six~~nine months ended ~~January~~April 3130, 2025, primarily due to ~~less~~timing ~~bad~~of ~~debt~~advertising ~~expense related to customer bankruptcies~~spend.

FOREIGN OPERATIONS

Foreign operations include our subsidiaries in Canada and the Netherlands, which are reported in the Retail and Wholesale Products Group, and our subsidiaries in the United Kingdom ("UK"), Mexico, China and Indonesia, which are reported in the Business to Business Products Group. Net sales by our foreign subsidiaries for the ~~six~~nine months ended ~~January~~April 3130, 2026 were $914.96 million, a decrease of $0.23 million compared to net sales of $1014.19 million in the same period ended ~~January~~April 3130, 2025, driven primarily by ~~net~~a ~~sales~~ decrease in sales volume in Mexico. Net sales by our foreign subsidiaries represented 4% of our consolidated net sales for both the ~~six~~nine months ended ~~January~~April 3130, 2026, and ~~January~~April 3130, 2025.

Our foreign subsidiaries reported net income of $0.23 million for the ~~six~~nine months ended ~~January~~April 3130, 2026, compared to net loss of $0.31 million in the ~~six~~nine months ended ~~January~~April 3130, 2025. The increase in net income was primarily driven by the preliminary foreign VAT assessment recognized in fiscal year 2025.

Identifiable assets of our foreign subsidiaries as of ~~January~~April 3130, 2026 were $910.23 million, compared to $9.0 million as of July 31, 2025.

29THREE MONTHS ENDED APRIL 30, 2026 COMPARED TO

THREE MONTHS ENDED ~~JANUARY~~APRIL 3130, ~~2026 COMPARED TO~~2025

THREE MONTHS ENDED JANUARY 31, 2025

CONSOLIDATED RESULTS

	For the Three Months Ended January 31,
	For the Three Months Ended April 30,
(in thousands)	2026		2025		$ Change		% Change
Consolidated Results
Net Sales	$	~~117~~126,~~737~~329	$	~~116~~115,~~914~~501	$	~~823~~10,828	19%
Gross Profit	$	3233,~~302~~728	$	3433,~~448~~022	$	~~(2,146)~~706	~~(6)~~2%
Income from Operations	$	15,693	$	17,482	$	(1,789)	(10)%
SG&A	$	(16,635)	$	(19,118)	$	2,483	(13)%
Net income	$	12,569	$	12,921	$	(352)	(3)%
Income from Operations	$	17,093	$	13,904	$	3,189	23%
Net income	$	14,526	$	11,644	$	2,882	25%
Business to Business
Net Sales	$	4143,~~977~~841	$	4342,~~416~~678	$	(1,~~439)~~163	(3)%
Operating Income	$	1112,~~799~~959	$	1413,~~322~~382	$	(~~2,523~~423)	(183)%
Retail & Wholesale
Net Sales	$	7582,~~760~~488	$	7372,~~498~~823	$	29,~~262~~665	313%
Operating Income	$	1011,~~772~~299	$	119,~~328~~709	$	~~(556)~~1,590	~~(5)~~16%

Consolidated net sales for the ~~second~~third quarter of fiscal year 2026 were $~~117~~126.73 million, a 19% increase compared to net sales of $~~116~~115.95 million for the ~~second~~third quarter of fiscal year 2025, primarily driven by ~~favorable product mix. This increase was primarily driven by~~ higher ~~sales~~volume of ~~our agriculture and horticultural products within our Business to Business products group and higher sales of our~~ cat litter ~~products~~ within ~~the~~our Retail and Wholesale ~~products~~operating ~~group~~segment.

Consolidated gross profit for the second quarter of fiscal year 2026 was $32.3 million, a decrease of 6% when compared to $34.4 million for the second quarter of fiscal year 2025. Our gross margin (defined as gross profit as a percentage of net sales) decreased to 27.4% from 29.5% in the second quarter of fiscal year 2026 compared to the second quarter of fiscal year 2025. This decrease was mainly driven by higher per ton costs of goods sold. Domestic per ton cost of goods sold increased 4%, due to an 8% increase in per ton manufacturing costs, including materials, which was driven primarily by product mix and certain higher expenses such as labor and depreciation. This increase was partially offset by a 5% reduction in per ton transportation costs and 2% reduction in packaging costs.

~~Total~~Consolidated ~~SG&A~~gross ~~expenses~~profit ~~of $16.6 million~~ for the ~~second~~third quarter of fiscal year 2026 ~~decreased~~was by $033.4 7 million, oran increase of 2%, when compared to $1733.0 million for the ~~same~~third ~~period~~quarter of fiscal year 2025, ~~primarily~~mainly due to ~~the~~higher ~~decrease~~net insales. ~~corporate~~Our ~~unallocated~~gross ~~expenses,~~margin ~~partially~~(defined ~~offset~~as bygross anprofit ~~increase~~as ina ~~operating~~percentage ~~segments'~~of ~~SG&A~~net ~~expenses.~~sales) ~~Unallocated~~decreased ~~corporate~~to ~~expenses~~26.7% ~~were~~from $628.96% ~~million,~~in athe third quarter of fiscal year 2026 compared to the third quarter of fiscal year 2025. This decrease was mainly driven by higher per ton costs of $1goods sold.3 ~~million,~~Domestic orper 16ton cost of goods sold increased 6%, due to a 9% increase in per ton manufacturing costs when compared to the same period in fiscal year 2025. The largest driver of this increase was purchased materials, ~~primarily~~along aswith ahigher ~~result~~repair, ofnatural gas and labor costs. There was also a ~~lower~~3% ~~corporate~~increase ~~bonus~~in ~~accrual.~~per ~~SG&A~~ton ~~expenses~~packaging, atand ~~the~~1% ~~operating~~higher ~~segments~~transportation ~~level~~costs. ~~are~~These ~~discussed~~increases ~~below~~were inalso ~~the~~partially ~~discussion~~driven ofby ~~our~~additional ~~segments'~~costs ~~operating~~incurred ~~income~~during recovery from the Weather Event.

Total ~~net~~SG&A ~~other~~expenses ~~income~~of ~~was~~ $016.1 6 million for the ~~second~~third quarter of fiscal year 2026, ~~compared~~decreased toby ~~net~~$2.5 million, ~~other~~or ~~expenses~~13%, ofcompared to $119.2 1 million for the ~~second~~same ~~quarter~~period of fiscal year 2025. This ~~change~~decrease was ~~driven~~primarily bydue ~~$0.6~~to ~~million~~unallocated ofcorporate ~~foreign~~expenses ~~exchange~~which ~~gains,~~decreased ~~along with~~ $02.40 million, ~~from~~or 22%, compared to the ~~reduction~~same period in ~~the~~fiscal ~~estimated~~year ~~landfill~~2025, ~~modification~~primarily ~~costs~~as ~~recognized~~a ~~this~~result ~~quarter~~of ~~compared~~a tolower ancorporate ~~increase~~bonus inaccrual. SG&A expenses at the ~~estimated~~operating ~~cost~~segments ~~recognized~~level ~~during~~also ~~the~~decreased ~~second~~and ~~quarter~~are discussed below in the discussion of ~~fiscal~~our ~~year~~segments' ~~2025.~~operating income.

~~Tax~~Total ~~expense~~net other income was $30.28 million for the ~~second~~third quarter of fiscal year 2026, compared to $30.3 million for the ~~second~~third quarter of fiscal year 2025. We used an effective tax rate of 21% in both the second quarter of fiscal year 2026 and 2025. We adjust our effective tax rate quarterly based on expected annual taxable income and our assessment of various tax adjustments, including depletion and discrete items.

30Tax expense was $3.4 million for the third quarter of fiscal year 2026 compared to $2.6 million for the third quarter of fiscal year 2025, mainly due to higher pre-tax income. We used an effective tax rate of 19% in the third quarter of fiscal year 2026, compared to an 18% effective tax rate in the third quarter of fiscal year 2025. We adjust our effective tax rate quarterly based on expected annual taxable income and our assessment of various tax adjustments, including depletion and discrete items.

BUSINESS TO BUSINESS PRODUCTS GROUP

(in thousands)	For the Three Months Ended ~~January~~April 3130,
Business to Business Products Group	2026		2025		$ Change		% Change
Agricultural and Horticultural	$	1112,~~242~~442	$	911,~~175~~639	$	~~2,067~~803	237	%
Fluids Purification	25,~~473~~040		2625,~~512~~269		(~~1,039~~229)		(41)	%
Animal Health & Nutrition	56,~~262~~359		75,~~729~~770		~~(2,467)~~589		~~(32)~~10	%
Net Sales	$	4143,~~977~~841	$	4342,~~416~~678	$	(1,~~439)~~163	(3)	%
Cost of Goods Sold	$	(26,~~095~~694)	$	(25,~~711~~141)	$	(~~384~~1,553)	16	%
Gross Profit	$	1517,~~882~~147	$	17,~~705~~537	$	(~~1,823~~390)	(102)	%
SG&A	$	(4,~~083~~188)	$	(34,~~383~~155)	$	(~~700~~33)	211	%
Operating Income	$	1112,~~799~~959	$	1413,~~322~~382	$	(~~2,523~~423)	(183)	%

Net sales of the Business to Business Products Group ~~decreased~~increased $1.42 million, or 3%, in the ~~second~~third quarter of fiscal year 2026, compared to the same period in 2025, driven primarily by aagricultural ~~reduction~~and inhorticultural ~~sales~~and ~~of our~~ animal health ~~and fluids purification products~~sales, ~~partially~~ offset partially by ana ~~increase~~slight decrease in ~~net~~fluids ~~sales~~purification ~~of our agriculture and horticultural products~~sales. Net sales of our ~~animal~~agricultural ~~health~~ and ~~nutrition~~horticultural products in the ~~second~~third quarter of fiscal year 2026 ~~decreased~~increased $20.5 8 million, or 327%, compared to the ~~second~~third quarter of fiscal year 2025, due to ~~lower~~higher volume ~~primarily~~from ~~driven~~increased demand by ~~the~~new ~~loss~~and ofexisting ~~a key customer at one of our distributors~~customers. Net sales of our ~~fluids~~animal ~~purification~~health and nutrition products in the ~~second~~third quarter of fiscal year 2026 ~~decreased~~increased $1.0 .6 million, or 410%, compared to the ~~second~~third quarter of fiscal year 2025., ~~This~~driven ~~decrease~~by ~~was~~higher volumes due to ~~lower~~increased ~~volumes~~demand, ~~primarily~~including new end-users and partial recovery of ~~our~~sales ~~products~~from ~~used~~a inpreviously ~~renewable~~lost ~~diesel~~customer ~~filtration~~at one of our distributors. Net sales of our ~~agricultural~~fluids ~~and~~purification ~~horticultural chemical carrier~~ products in the ~~second~~third quarter ofdecreased ~~fiscal year 2026 increased~~ $20.1 2 million, or 231%, compared to the ~~second~~third quarter of fiscal year 2025~~, due to a combination of favorable mix, higher prices and increased demand~~.

Gross profit for the Business to Business Products Group decreased 102% in the ~~second~~third quarter of fiscal year 2026, compared to the same period in 2025., ~~This decrease was~~ mainly ~~due~~driven toby ahigher ~~combination~~manufacturing ofcosts. ~~lower~~Domestic ~~sales~~per ~~resulting~~ton inmanufacturing ~~unfavorable~~costs ~~fixed~~for ~~cost~~Business ~~absorption~~to ~~and~~Business ~~higher~~products ~~per~~increased ~~ton costs~~8%. This was inpartially ~~part~~offset ~~driven~~ by ~~the~~lower ~~Weather Event which impacted our plants' production and ability to fulfill orders. Domestic~~ per ton ~~manufacturing and~~ packaging ~~costs increased 5% and 11%~~cost, ~~respectively,~~which ~~partially~~decreased ~~offset by a 2~~4%. ~~reduction~~Per ~~in per~~ ton ~~transportation~~freight ~~costs.~~cost ~~The~~in ~~increase~~the inthird ~~packaging~~quarter ~~was~~remained ~~primarily~~flat ~~due~~compared to ~~mix~~the ~~and~~same ~~selling~~period ~~more~~in ~~packaged~~fiscal ~~agricultural and horticultural products~~2025. Total SG&A expenses for the Business to Business Products Group in the ~~second~~third quarter of fiscal year 2026 ~~increased~~remained ~~$0.7~~flat ~~million, or 21%,~~ compared to the same period of fiscal year 2025. ~~This increase is primarily driven by higher compensation and consultant costs.~~

RETAIL AND WHOLESALE PRODUCTS GROUP

(in thousands)	For the Three Months Ended ~~January~~April 3130,
Retail and Wholesale Products Group	2026		2025		$ Change		% Change
Cat Litter	$	6569,~~110~~219	$	6359,~~237~~743	$	19,~~873~~476	316	%
Industrial and Sports	1013,~~650~~269		1013,~~261~~080		~~389~~189		41	%
Net Sales	$	7582,~~760~~488	$	7372,~~498~~823	$	29,~~262~~665	313	%
Cost of Goods Sold	$	(5965,~~340~~907)	$	(5657,~~755~~338)	$	(28,~~585~~569)	515	%
Gross Profit	$	16,~~420~~581	$	1615,~~743~~485	$	~~(323)~~1,096	~~(2)~~7	%
SG&A	$	(5,~~648~~282)	$	(5,~~415~~776)	$	~~(233)~~494	4(9)	%
Operating Income	$	1011,~~772~~299	$	119,~~328~~709	$	~~(556)~~1,590	~~(5)~~16	%

Net sales of the Retail and Wholesale Products Group increased $29.37 million, or 313%, in the ~~second~~third quarter of fiscal year 2026, compared to the same period in 2025, primarily due to cat litter sales. ~~Net~~Domestic cat litter net sales, excluding sales of co-packaged cat litter, ~~products~~were ~~increased~~$57.9 ~~31%~~million ~~compared~~for to the ~~second~~third quarter of fiscal year ~~2025~~2026, ~~due~~an toincrease ~~higher~~of ~~volumes~~$5.2 asmillion wewhen ~~expanded~~compared ~~our~~to ~~co-packaged~~the ~~offerings~~third toquarter ~~include~~of ~~lightweight~~fiscal ~~cat~~year ~~litter~~2025. ~~Domestic~~This ~~cat~~was ~~litter~~primarily ~~net~~driven ~~sales~~by higher volume, ~~excluding~~including sales ofshifted ~~co-packaged~~into ~~cat~~the ~~litter,~~third ~~were~~quarter ~~$56.0~~due ~~million~~to ~~for~~delays ~~the~~caused ~~second~~by ~~quarter~~the ofWeather ~~fiscal~~Event. ~~year~~Net ~~2026,~~sales anof ~~increase~~co-packaged ofcat ~~$0.3~~litter ~~million,~~products ~~when~~increased 94% compared to the ~~second~~third quarter of fiscal year 2025., ~~This~~due ~~was~~to ~~primarily~~higher ~~driven~~volumes byas ~~higher~~we ~~sales~~expanded of our ~~crystal~~co-packaged offerings to include lightweight cat litter. Net sales of our domestic industrial and sports products in the ~~second~~third quarter of fiscal year 2026 were $1012.27 million, an increase of $0.43 million, or 43%, when compared to the ~~second~~third quarter of fiscal year 2025, mainly driven by the higher pricing to offset elevated costs including higher transportation costs. Net sales by our subsidiary in Canada, which include both our cat litter and industrial products, in the third quarter of fiscal year 2026, increased $0.1 million, or 2%, compared to the same period in 2025.

31Gross profit increased 7% in the third quarter of fiscal year 2026, compared to the same period in 2025. This increase is primarily due to higher net sales which offset the impact of higher per ton cost of goods sold. Domestic per-ton manufacturing costs, including materials, increased by 9%. Per ton transportation and packaging costs increased 4% and 2%, respectively. SG&A expenses for the Retail and Wholesale Products Group decreased by $0.5 million, or 9%, during the third quarter of fiscal year 2026, compared to the same period in fiscal year 2025, primarily due to timing of advertising spend.

include both our cat litter and industrial products, in the second quarter of fiscal year 2026, increased $0.1 million, or 4%, compared to the same period in 2025. Due to the Weather Event, several of our plants were shut down and unable to ship products or allow for customers to pick up orders. This drove our backlog of Retail and Wholesale products to increase by $2.8 million at the end of the second quarter when compared to the prior quarter.

Gross profit decreased 2% in the second quarter of fiscal year 2026, compared to the same period in 2025. This decrease was mainly due to a combination of unfavorable fixed cost absorption which was in part driven by the Weather Event that impacted our plants' production and ability to fulfill orders, and higher per ton manufacturing costs, including materials. Domestic per ton manufacturing costs increased 9%, primarily due to higher per ton labor and depreciation costs. This was partially offset by a 7% reduction in per ton transportation costs and a 3% reduction in per ton packaging costs. Certain key customers shifting terms from delivery to pick-up was the primary driver of the reduction of transportation costs. SG&A expenses for the Retail and Wholesale Products Group increased by $0.2 million, or 4%, during the second quarter of fiscal year 2026, compared to the same period in fiscal year 2025.

FOREIGN OPERATIONS

Foreign operations include our subsidiaries in Canada and the Netherlands, which are reported in the Retail and Wholesale Products Group, and our subsidiaries in the UK, Mexico, China and Indonesia, which are reported in the Business to Business Products Group. Net sales by our foreign subsidiaries during the ~~second~~third quarter of fiscal year 2026 were $4.87 million, a decrease of $0.1 million compared to net sales of $4.98 million during the same period of fiscal year 2025. This decrease was driven primarily by a $0.2 million decrease in net sales in Mexico, partially offset by a $0.1 million increase in net sales in Canada. Net sales by our foreign subsidiaries represented 4% of our consolidated net sales during the ~~second~~third quarter of both fiscal years 2026 and 2025.

Our foreign subsidiaries reported annet ~~increase~~income of $0.1 million for the ~~second~~third quarter of fiscal year 2026 as compared to ~~a net loss of~~ $0.12 million in the ~~second~~third quarter of fiscal year 2025.

LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity needs are to fund our capital requirements, including funding working capital needs; purchasing and upgrading equipment, facilities, information systems, and real estate; supporting new product development; investing in infrastructure; repurchasing stock; paying dividends; and, from time to time, business acquisitions, and funding our debt service requirements. During the ~~six~~nine months ended ~~January~~April 3130, 2026, we principally funded these short and long-term capital requirements using cash from current operations as well as cash generated from previous borrowings under our Credit Agreement and Series B, C and D Senior Notes issued under the Note Agreement. See Note 8 of the Notes to the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further information relating to our existing borrowings.

We believe that cash flow from operations, availability under our Note Agreement and revolving credit facility under our Credit Agreement, current cash balances and our ability to obtain other financing, if necessary, will provide sufficient liquidity for ~~foreseeable working capital needs, capital expenditures at existing facilities, deferred compensation payouts, dividend payments and debt service obligations for the foreseeable future.~~

foreseeable working capital needs, capital expenditures at existing facilities, deferred compensation payouts, dividend payments and debt service obligations for the foreseeable future.

We continually evaluate our liquidity position and anticipated cash needs, as well as the financing options available to obtain additional cash reserves. Our ability to fund operations, to make planned capital expenditures, to make scheduled debt payments and to remain in compliance with all financial covenants under debt agreements, including, but not limited to, the Credit Agreement, depends on our future operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors. The timing and size of any new business ventures or acquisitions that we complete may also impact our cash requirements.

32Cash and cash equivalents totaled $62.9 million and $36.5 million as of April 30, 2026, and 2025, respectively. The following table sets forth certain elements of our unaudited Condensed Consolidated Statements of Cash Flows (in thousands):

Cash and cash equivalents totaled $46.9 million and $22.6 million as of January 31, 2026, and 2025, respectively. The following table sets forth certain elements of our unaudited Condensed Consolidated Statements of Cash Flows (in thousands):


	For the Nine Months Ended April 30,
	2026		2025
Net cash provided by operating activities	$	53,208	$	54,988
Net cash used in investing activities	(20,606)		(24,509)
Net cash used in financing activities	(20,163)		(18,523)
Effect of exchange rate changes on cash and cash equivalents	44		38
Net increase in cash and cash equivalents	$	12,483	$	11,994

	For the Six Months Ended January 31,
	2026		2025
Net cash provided by operating activities	$	28,435	$	32,330
Net cash used in investing activities	(14,817)		(17,921)
Net cash used in financing activities	(17,241)		(16,358)
Effect of exchange rate changes on cash and cash equivalents	98		57
Net decrease in cash and cash equivalents	$	(3,525)	$	(1,892)

Net cash provided by operating activities

In addition to net income, as adjusted for depreciation and amortization and other non-cash operating activities, the primary sources and uses of operating cash flows for the ~~six~~nine months ended ~~January~~April 3130, 2026, were as follows:

Accounts receivable, net of allowances increased by $0.6.2 million in the ~~six~~nine months ended ~~January~~April 3130, 2026~~, as compared to the six months ended January 31, 2025~~. The increase in accounts receivable was driven primarily by net sales and timing of collections.

Inventory increased by $20.18 million in the ~~six~~nine months ended ~~January~~April 3130, 2026, ~~as compared to the six months ended January 31, 2025,~~ mainly due to the building of finished goods inventory and purchases of other additives to meet anticipated demand.

Excluding the impact of payments related to capital expenditures, accounts payable decreased by $20.96 million in the ~~six~~nine months ended ~~January~~April 3130, 2026~~, as compared to the six months ended January 31, 2025~~. The decrease was mainly due to the timing of payments, cost of goods and services we purchase, production volume levels and vendor payment terms. In the ~~six~~nine months ended ~~January~~April 3130, 2026, there was a $32.73 million decrease in accounts payable related to capital expenditures recognized as cash used in investing activities as compared to the ~~six~~nine months ended ~~January~~April 3130, 2025.

Excluding the impact of payments made related to capital expenditures, accrued expenses decreased $105.65 million in the ~~six~~nine months ended ~~January~~April 3130, 2026~~, as compared to the six months ended January 31, 2025~~. The decrease was mainly due to the payout of annual bonuses and other miscellaneous expenses which fluctuate due to timing of payments, changes in the cost of goods and services we purchase, production volume levels, and vendor payment terms, including freight. In the ~~six~~nine months ended ~~January~~April 3130, 2026, there was a $1.10 million decrease in accrued expenses related to capital expenditures recognized as cash used in investing activities as compared to the ~~six~~nine months ended ~~January~~April 3130, 2025.

Net cash used in investing activities

Cash used in investing activities oftotaled $1420.86 million in the ~~six~~nine months ended ~~January~~April 3130, 2026, ~~was~~primarily driven by capital expenditures. During ~~the~~this ~~six months ended January 31~~period, ~~2026,~~ we continued to ~~expand~~invest in expanding our plant equipment and ~~improve~~enhance our facilities to improve ~~efficiency of our~~ manufacturing ~~process~~efficiency and ~~meet~~support customer ~~demands~~demand.

Net cash used in financing activities

Cash used in financing activities of $1720.2 million in the ~~six~~nine months ended ~~January~~April 3130, 2026, included $12.45 million for stock repurchases and $47.96 million for dividend payments.

3332

Other

Total cash balances held by our foreign subsidiaries were $57.81 million as of ~~January~~April 3130, 2026, compared to $4.7 million as of July 31, 2025.

As of ~~January~~April 3130, 2026, we had remaining authority to repurchase ~~174~~172,~~742~~261 shares of Common Stock and 208,197 shares of Class B Stock under a repurchase plan approved by our Board. 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 our management pursuant to the repurchase plan approved by our Board.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This discussion and analysis of financial condition and results of operations is based on our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP for interim financial information and in compliance with instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of these financial statements requires the use of estimates and assumptions related to the reporting of assets, liabilities, revenues, expenses and related disclosures. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements. Estimates and assumptions are revised periodically. Actual results could differ from these estimates. See the information concerning our critical accounting policies included under "Management’s Discussion of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in our exposure to market risk from that discussed in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this Quarterly Report on Form 10-Q. The controls evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"). Based upon the controls evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fiscal quarter ended ~~January~~April 3130, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3433

Inherent Limitations on Effectiveness of Controls

Our management, including the CEO and CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II – OTHER INFORMATION

Items 1, 3, and 5 of this Part II are either inapplicable or are answered in the negative and are omitted pursuant to the instructions to Part II of Form 10-Q.

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended July 31, 2025. There have been no material changes to our risk factors since our Annual Report on Form 10-K for the fiscal year ended July 31, 2025.

3534

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended ~~January~~April 3130, 2026, 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 SECURITIES1, 2
	(a)	(b)	(c)	(d)
Period	Total Number of Shares Purchased3	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 Programs4
Common Stock
November 1, 2025 to November 30, 2025	—	$—	—	279,623
February 1, 2026 to February 28, 2026	1,809	$67.84	—	172,933
December 1, 2025 to December 31, 2025	100,660	$51.28	100,000	178,963
March 1, 2026 to March 31, 2026	—	$—	—	172,933
January 1, 2026 to January 31, 2026	4,221	$56.04	—	174,742
April 1, 2026 to April 30, 2026	672	$74.38	—	172,261

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 Financial Statements included in this report, the impact of repurchases are recorded according to the settlement dates.

3 Includes ~~660~~1,809 shares and ~~4,221~~672 shares of Common Stock which were surrendered by employees to pay taxes related to restricted stock awards during the periods of ~~December~~February 1, ~~2025~~2026 to ~~December~~February 3128, ~~2025~~2026 and ~~January~~April 1, 2026 to ~~January~~ 31April 30, 2026, respectively.

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.

3635

ITEM 6. EXHIBITS

ExhibitNo.

Description

SEC Document Reference

10.1

Second Amendment, effective April 3, 2026, to the Oil-Dri Corporation of America 2005 Deferred Compensation Plan (as amended and restated effective January 1, 2008).

Incorporated by reference to Exhibit 10.1 to Oil-Dri Corporation of America’s Current Report on Form 8-K filed on April 3, 2026

10.2

Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Class A Common Stock.

Incorporated by reference to Exhibit 10.2 to Oil-Dri Corporation of America’s Current Report on Form 8-K filed on April 3, 2026

10.3

Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Common Stock.

Incorporated by reference to Exhibit 10.3 to Oil-Dri Corporation of America’s Current Report on Form 8-K filed on April 3, 2026

10.4

Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Class B Stock.

Incorporated by reference to Exhibit 10.4 to Oil-Dri Corporation of America’s Current Report on Form 8-K filed on April 3, 2026

10.5

Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Director Restricted Stock Agreement for Common Stock.

Incorporated by reference to Exhibit 10.5 to Oil-Dri Corporation of America’s Current Report on Form 8-K filed on April 3, 2026

Certifications pursuant to Rule 13a–14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.

Filed herewith.

Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Furnished herewith.

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 [email protected].

3736

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: ~~March~~June 118, 2026

3837

Filing Compare · Oil-Dri Corp of America