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

Rhea-AI Filing Summary

Oil-Dri Corp. of America (ODC) reported a routine insider tax-withholding transaction by its Chief Financial Officer. On 10/19/2025, 4,000 shares of common stock were withheld to cover taxes upon the vesting of restricted stock, coded “F” under Rule 16b-3.

The withholding price was $59.07, based on the 10/20/2025 closing price because the vesting date fell on a weekend. Following this event, the officer beneficially owns 90,100 shares directly. This filing reflects administrative tax settlement rather than an open-market sale.

Insights

Insider compliance analyst

Routine tax withholding; no open-market selling implied.

The transaction is coded “F,” indicating shares were withheld to satisfy tax obligations upon restricted stock vesting under Rule 16b-3. This is a non-discretionary, administrative entry rather than a voluntary sale for portfolio reasons.

The price reference of $59.07 uses the 10/20/2025 close because the vesting occurred on a weekend, a standard approach for pricing such events. After the transaction, direct beneficial ownership stands at 90,100 shares.

Market impact is typically limited for “F”-coded events since no shares are sold into the market; the company withholds shares for taxes. Actual investor relevance is modest and primarily evidences ongoing equity compensation and compliance mechanics.

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
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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^*

Kreh Susan M

(Last) (First) (Middle)

410 N. MICHIGAN AVENUE

SUITE 400

(Street)

CHICAGO IL 60611

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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
Common Stock	10/19/2025		F(1)		4,000	D	$59.07(2)	90,100	D

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

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. 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.

FAQ

What did ODC’s CFO report on this Form 4?

A tax-withholding transaction coded “F” tied to restricted stock vesting, where 4,000 shares were withheld to cover taxes.

How many ODC shares were involved and at what price?

4,000 shares were withheld at a reference price of $59.07, based on the 10/20/2025 close.

Was this an open‑market sale by the ODC CFO?

No. The “F” code indicates shares were withheld for taxes upon vesting, not sold on the open market.

What is the CFO’s ownership after the transaction?

The officer beneficially owns 90,100 ODC common shares directly following the event.

What is the transaction date and why is a different price date used?

The vesting occurred on 10/19/2025; the price uses the 10/20/2025 close because the vesting date fell on a weekend.

What does Form 4 transaction code “F” mean?

It denotes shares withheld by the issuer to cover taxes related to an equity award vesting under Rule 16b-3.