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

Rhea-AI Filing Summary

Amendment No. 8 to Schedule 13D shows that OrbiMed Advisors LLC and OrbiMed Capital GP VII LLC have reduced their Passage Bio (PASG) holding.

• After the 1-for-20 reverse split effective 14 Jul 2025, OrbiMed controls 243,878 common shares, or 7.82 % of PASG’s 3.12 m shares outstanding.
• The position is owned through OrbiMed Private Investments VII, LP; both OrbiMed entities share voting & dispositive power.
• Decline in ownership (>1 pp) stems from a series of open-market sales between 24 Jun-17 Jul 2025: 86k+ shares sold at $0.33-$0.48 pre-split and $5.83-$6.77 post-split.
• No plans for corporate actions were announced; OrbiMed may buy or sell further based on market conditions.

Despite trimming the stake, OrbiMed remains a major shareholder with registration rights under the 2019 Investors’ Rights Agreement, maintaining potential influence over PASG’s strategic direction.

Positive

• OrbiMed retains a 7.82 % ownership position, continuing to align with existing shareholders.
• Registration and demand/piggyback rights under the 2019 Investors’ Rights Agreement remain available, supporting future capital-market flexibility.

Negative

• Stake reduced by more than 1 percentage point through open-market sales, implying tempered confidence.
• Sales executed at very low pre-split prices ($0.33-$0.48), indicating a willingness to exit at depressed valuations.

Insights

Biotech Buy-side Analyst

TL;DR: OrbiMed’s cut signals caution; still sizable 7.8 % stake maintains influence.

The disposal of roughly 26 % of OrbiMed’s pre-split position suggests diminished conviction in Passage Bio’s near-term prospects, especially given sales at sub-$0.50 levels before the reverse split. The remaining holding, however, keeps OrbiMed among the top shareholders, offering optionality if upcoming clinical milestones improve sentiment. Overall, the action is modestly negative for equity perception but not a full exit.

Corporate Governance Specialist

TL;DR: Filing is impactful; ownership drop triggers updated disclosure but no governance changes.

The amendment is required because the stake fell below the prior 9 % level. Importantly, OrbiMed reiterates no intent to force strategic moves, reducing takeover speculation. Registration rights remain intact, ensuring future liquidity. Shareholders should watch for further sales, which could pressure float in the short term.

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).

1. Name and Address of Reporting Person^*

Lamson Christopher B

(Last) (First) (Middle)

410 N. MICHIGAN AVENUE

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group VP of Retail & Wholesale

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2025

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(1)	07/21/2025		S		2,500	D	$61.75(2)	11,453	I	Family Trust
Common Stock(1)								56,000	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. The shares of Common Stock held by the reporting person prior to the transaction reported herein reflect a transfer of 13,953 shares previously reported as directly held by the reporting person to the reporting person's Family Trust on April 11, 2025. The transfer of shares to the Family Trust was a change in form of ownership and was not required to be reported on Form 4 pursuant to Rule 16a-13.

2. The reporting person executed a trade order through a broker-dealer resulting in multiple transactions at a range of prices from $61.66 to $62.04. The price reported above reflects the weighted average sale price rounded to the nearest cent. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ Anthony W. Parker by Power of Attorney	07/21/2025
	** 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

How much Passage Bio (PASG) stock does OrbiMed now own?

Post reverse split, OrbiMed reports 243,878 shares, or 7.82 % of outstanding common stock.

Why did OrbiMed file Amendment No. 8 to its Schedule 13D?

Because its beneficial ownership fell by more than 1 % following share sales between 24 Jun-17 Jul 2025.

What prices did OrbiMed sell PASG shares for?

Pre-split: $0.33-$0.48; post-split: $5.83-$6.77 per share.

Does OrbiMed plan further corporate actions at Passage Bio?

The filing states no current plans for mergers, board changes or capital actions; OrbiMed may still buy or sell based on market conditions.

What is the significance of PASG’s 1-for-20 reverse split?

Effective 14 Jul 2025, the reverse split increased the stock price proportionally and reduced shares outstanding; all figures in the filing are post-split.