UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~April~~June 38, 2026

OIL-DRI CORPORATION OF AMERICA

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

Delaware

001-12622

36-2048898

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(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



(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ¨

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On June 8, 2026, Oil-Dri Corporation of America (ethe “Company”) issued a press release announcing its results of operations for its third quarter ended April 30, 2026. A copy of the press release is attached as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

~~Second~~The ~~Amendment~~information in this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the ~~2005~~liabilities ~~Deferred~~of ~~Compensation~~that ~~Plan~~section. This information shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

OnItem April 3, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Oil-Dri Corporation of America (the “Company”) approved the second amendment (the “Second Amendment”) to the Oil-Dri Corporation of America 2005 Deferred Compensation Plan (the “Deferred Compensation Plan”), in which the Company’s executive officers and other senior managers are eligible to participate8.01 ~~The~~Other Second Amendment, among other things, (i) amends the definition of “Eligible Employee or Director” to better align with the Company’s current salary grade structure, (ii) amends the definition of “Separation from Service” to clarify the factors that qualify as a termination of employment for an employee reducing their level of services to the Company, and (iii) adjusts the process for crediting Earnings (as defined in the Deferred Compensation Plan) from annually to at least quarterlyEvents. The foregoing description is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Amended~~At ~~Forms~~its regular meeting on June 3, 2026, the Board of ~~Restricted~~Directors of the Company (the “Board”) declared quarterly cash dividends of $0.225 per share of Common Stock, ~~Agreements~~and $0.168 per share of Class B Stock. The dividends will be payable on August 21, 2026 to stockholders of record at the close of business on August 7, 2026.

OnAt ~~April~~its June 3, 2026 meeting, the ~~Compensation~~Board ~~Committee~~ also ~~approved~~authorized the ~~following~~repurchase ~~amended forms~~ of ~~agreements~~up ~~that the Company will use from time~~ to ~~time~~500,000 inshares ~~making restricted stock awards to its employees or directors pursuant to the Oil-Dri Corporation~~ of ~~America 2006 Long-Term Incentive Plan: (i) form of employee restricted stock agreement for Class A~~ Common Stock~~, par value $0~~.10 ~~per~~These ~~share;~~shares ~~(ii)~~are ~~form~~in ofaddition ~~employee~~to ~~restricted~~the ~~stock agreement for Common Stock~~172,261 ~~par~~shares ~~value~~of ~~$0.10 per share (“~~Common Stock~~”);~~ ~~(iii)~~and ~~form~~208,197 shares of ~~employee restricted stock agreement for~~ Class B Stock, ~~par~~available ~~value $0.10 per share; and (iv) form of director restricted stock agreement~~ for ~~Common~~repurchase ~~Stock.~~as ~~These amended forms~~ of ~~restricted~~April ~~stock~~30, ~~agreements~~2026 ~~better~~under ~~align~~prior ~~with~~authorizations ~~current~~from ~~Company practices, and replace~~ the ~~current~~Board. ~~forms~~Repurchases ofmay ~~restricted~~be ~~stock~~made ~~agreement~~on ~~which~~the ~~were~~open ~~filed~~market as(pursuant ~~exhibits~~ to ~~the~~Rule ~~Company’s~~10b5-1 ~~Annual~~plans ~~Report~~or onotherwise) ~~Form~~or ~~10-K~~in ~~for~~negotiated ~~its~~transactions. ~~fiscal~~The ~~year~~timing, ~~ended~~number ~~July~~and ~~31,~~manner ~~2025. Copies~~ of ~~these~~share ~~documents~~repurchases ~~are~~will ~~filed~~be asdetermined ~~Exhibits~~by ~~10.2~~our ~~through~~management ~~10.5~~pursuant to ~~this~~the ~~Current~~repurchase ~~Report~~plan onpreviously ~~Form~~approved ~~8-K and are incorporated herein~~ by ~~reference~~our Board.

A copy of the press release issued on June 3, 2026 announcing these matters is attached as Exhibit 99.2, and the information contained therein is incorporated herein by reference.


			Item 9.01			Financial Statements and Exhibits.

(d)Exhibits

Exhibit
Number						Description of Exhibits
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).
99.1						Press Release of the Company dated June 8, 2026
10.2						Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Class A Common Stock.
99.2						Press Release of the Company dated June 3, 2026
10.3						Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Common Stock.
10.4						Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Class B Stock.
10.5						Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Director Restricted Stock Agreement for Common Stock.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)

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 hereunto duly authorized.


			OIL-DRI CORPORATION OF AMERICA

			By:			/s/ Anthony W. Parker
						Anthony W. Parker
						Vice President, General Counsel & Secretary

Date: ~~April~~June 38, 2026

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