Needham Investment Management and related parties report a 6.1% passive stake in Oil-Dri Corporation of America. They disclose beneficial ownership of 635,000 shares of Oil-Dri common stock, par value $0.10 per share, as of 12/31/2025.
The reporting persons are Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund, and George A. Needham. Each reports 0 shares with sole voting or dispositive power and 635,000 shares with shared voting and shared dispositive power.
All reported securities are directly owned by advisory clients of Needham Investment Management L.L.C., and the filers state the holdings were not acquired to change or influence control of Oil-Dri. They also disclaim beneficial ownership beyond their pecuniary interest.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Oil-Dri Corporation of America
(Name of Issuer)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
677864100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
677864100
1
Names of Reporting Persons
NEEDHAM INVESTMENT MANAGEMENT L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
635,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
677864100
1
Names of Reporting Persons
NEEDHAM ASSET MANAGEMENT, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
635,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
677864100
1
Names of Reporting Persons
NEEDHAM AGGRESSIVE GROWTH FUND
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
635,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
IV, OO
SCHEDULE 13G
CUSIP No.
677864100
1
Names of Reporting Persons
GEORGE A. NEEDHAM
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
635,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Oil-Dri Corporation of America
(b)
Address of issuer's principal executive offices:
410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611
Item 2.
(a)
Name of person filing:
Needham Investment Management L.L.C.
Needham Asset Management, LLC
Needham Aggressive Growth Fund
George A. Needham
(b)
Address or principal business office or, if none, residence:
Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Asset Management, LLC
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
Needham Aggressive Growth Fund
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
George A. Needham
c/o Needham Investment Management L.L.C.
250 Park Avenue, 10th Floor
New York, New York 10117-1099
United States of America
(c)
Citizenship:
Needham Investment Management L.L.C. - Delaware
Needham Asset Management, LLC - Delaware
Needham Aggressive Growth Fund - Delaware
George A. Needham - United States
(d)
Title of class of securities:
Common Stock, par value $0.10 per share
(e)
CUSIP No.:
677864100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Needham Investment Management L.L.C. - 635,000
Needham Asset Management, LLC - 635,000
Needham Aggressive Growth Fund - 635,000
George A. Needham - 635,000
(b)
Percent of class:
Needham Investment Management L.L.C. - 6.1%
Needham Asset Management, LLC - 6.1%
Needham Aggressive Growth Fund - 6.1%
George A. Needham - 6.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A. Needham - 0
(ii) Shared power to vote or to direct the vote:
Needham Investment Management L.L.C. - 635,000
Needham Asset Management, LLC - 635,000
Needham Aggressive Growth Fund - 635,000
George A. Needham - 635,000
(iii) Sole power to dispose or to direct the disposition of:
Needham Investment Management L.L.C. - 0
Needham Asset Management, LLC - 0
Needham Aggressive Growth Fund - 0
George A. Needham - 0
(iv) Shared power to dispose or to direct the disposition of:
Needham Investment Management L.L.C. - 635,000
Needham Asset Management, LLC - 635,000
Needham Aggressive Growth Fund - 635,000
George A. Needham - 635,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Needham Investment Management L.L.C. None of those advisory clients, other than Needham Aggressive Growth Fund, may be deemed to beneficially own more than 5% of the Common Stock, $0.10 par value.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
NEEDHAM INVESTMENT MANAGEMENT L.L.C.
Signature:
By: /s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Chief Financial Officer
Date:
02/13/2026
NEEDHAM ASSET MANAGEMENT, LLC
Signature:
By: /s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Authorized Person
Date:
02/13/2026
NEEDHAM AGGRESSIVE GROWTH FUND
Signature:
By: /s/ James W. Giangrasso
Name/Title:
James W. Giangrasso, Chief Financial Officer
Date:
02/13/2026
GEORGE A. NEEDHAM
Signature:
By: /s/ George A. Needham
Name/Title:
George A. Needham
Date:
02/13/2026
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification
What ownership stake in Oil-Dri Corporation of America (ODC) did Needham report?
Needham and related entities reported beneficial ownership of 635,000 Oil-Dri shares, equal to 6.1% of the common stock. This reflects a significant institutional position but is disclosed as a passive stake, not intended to change or influence control of the company.
Which entities filed the Schedule 13G/A related to Oil-Dri (ODC)?
The filing lists Needham Investment Management L.L.C., Needham Asset Management, LLC, Needham Aggressive Growth Fund, and George A. Needham as reporting persons. All four report the same 635,000 shares and 6.1% ownership, with shared voting and shared dispositive power over the position.
Do the Needham filers have sole or shared voting power over ODC shares?
The filers report zero shares with sole voting or dispositive power and 635,000 shares with shared voting and shared dispositive power. This means decisions about voting and selling the Oil-Dri shares are made jointly, typically through Needham Investment Management’s advisory relationships.
Are Needham’s Oil-Dri (ODC) holdings intended to influence company control?
The filers certify the Oil-Dri securities were not acquired and are not held to change or influence control of the issuer. They characterize the position as passive, consistent with a Schedule 13G filing rather than an activist or control-oriented investment strategy.
Who directly owns the Oil-Dri (ODC) shares reported by Needham?
The filing states all reported securities are directly owned by advisory clients of Needham Investment Management L.L.C. Except for Needham Aggressive Growth Fund, no single advisory client is said to beneficially own more than five percent of Oil-Dri’s common stock.
How does George A. Needham’s reported ownership in Oil-Dri (ODC) compare to the Needham entities?
George A. Needham is reported as beneficially owning the same 635,000 shares, or 6.1% of Oil-Dri’s common stock. Like the entities, he has shared voting and dispositive power and disclaims beneficial ownership beyond any pecuniary interest in the advisory clients’ holdings.
