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  4. [Form 4] Oil-Dri Corp of America Insider Trading Activity

ODC insider filing: 35,916 tax-withheld on vesting; ref $59.07

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Oil‑Dri (ODC) reported a Form 4 for its Chairman, President and CEO. On 10/19/2025, 35,916 shares were withheld to cover taxes upon the vesting of restricted stock under Rule 16b‑3 (Transaction Code F). The reference price was $59.07, based on the 10/20/2025 close. Following the transaction, the reporting person directly beneficially owned 1,038,078 derivative securities. Class B Stock may be converted into Common Stock on a 1‑for‑1 basis.

Positive

  • None.

Negative

  • None.
Insider JAFFEE DANIEL S
Role Chairman, President and CEO
Type Security Shares Price Value
Exercise Price or Tax Liability Class B Stock 35,916 $59.07 $2.12M
Holdings After Transaction: Class B Stock — 1,038,078 shares (Direct)
Footnotes (3)
  1. F1. Shares withheld for the purpose of covering tax liability incident to the vesting of restricted stock issued in accordance with Rule 16b-3.
  2. F2. Class B Stock may be converted at any time at the option of the holder into Common Stock on a share for share basis pursuant to the terms of the Certificate of Incorporation of Oil-Dri Corporation of America, as amended.
  3. F3. Based on the closing price of the shares on Monday, October 20, 2025, the first trading day following the vesting date of this award, which fell on a weekend.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Oil‑Dri (ODC) disclose in this Form 4?
Withholding of 35,916 shares to satisfy taxes from restricted stock vesting on 10/19/2025 (Code F under Rule 16b‑3).

What price was used for the tax withholding calculation for ODC?
A reference price of $59.07, the closing price on 10/20/2025, the first trading day after vesting.

How many securities does the reporting person own after the transaction?
The filing shows 1,038,078 derivative securities beneficially owned directly following the transaction.

What roles does the reporting person hold at Oil‑Dri (ODC)?
Director, 10% Owner, and Officer (Chairman, President and CEO).

What does Transaction Code F mean in this context?
It indicates shares withheld to cover tax liability tied to equity vesting, consistent with Rule 16b‑3.

Is Oil‑Dri’s Class B Stock convertible?
Yes. Class B Stock may be converted into Common Stock on a 1‑for‑1 basis pursuant to the Certificate of Incorporation.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
JAFFEE DANIEL S
(Last) (First) (Middle)
410 N. MICHIGAN AVE.
SUITE 400
(Street)
CHICAGO IL 60611-4213
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Oil-Dri Corp of America [ ODC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Stock $0 10/19/2025 F(1) 35,916 (2) (2) Common Stock 35,916 $59.07(3) 1,038,078 D
Explanation of Responses:
1. Shares withheld for the purpose of covering tax liability incident to the vesting of restricted stock issued in accordance with Rule 16b-3.
2. Class B Stock may be converted at any time at the option of the holder into Common Stock on a share for share basis pursuant to the terms of the Certificate of Incorporation of Oil-Dri Corporation of America, as amended.
3. Based on the closing price of the shares on Monday, October 20, 2025, the first trading day following the vesting date of this award, which fell on a weekend.
Remarks:
/s/ Anthony W. Parker by Power of Attorney 10/21/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR