v3.26.3
DEBT Level 1 (Notes)
 12 Months Ended
Jul. 31, 2026
Notes Payable [Abstract]  
Debt DEBT
The composition of long-term debt is as follows as of July 31 (in thousands):
20262025
Amended and Restated Note Purchase and Private Shelf Agreement. Annual principal installments on May 15: $1,000 in each fiscal year 2021 through 2030. Interest is payable semi-annually at an annual rate of 3.95% [Series B]
$4,000 $5,000 
Amended and Restated Note Purchase and Private Shelf Agreement. Annual principal installments on Dec 15: $5,000 in each fiscal year 2028 through 2032. Interest is payable semi-annually at an annual rate of 3.25% [Series C]
25,000 25,000 
Amended and Restated Note Purchase and Private Shelf Agreement. Annual principal installments on April 30: $5,000 in each fiscal year 2032 through 2033. Interest is payable semi-annually at an annual rate of 6.47% [Series D]
10,000 10,000 
Less current maturities of notes payable(1,000)(1,000)
Less unamortized debt issuance costs(143)(183)
Long-term debt$37,857 $38,817 

We are party to the Note Agreement with Prudential and certain existing noteholders and purchasers affiliated with Prudential named therein. Pursuant to the Note Agreement, (i) on May 15, 2020, we issued $10 million in aggregate principal amount of our 3.95% Series B Senior Notes due May 15, 2030 (the "Series B Senior Notes"), of which $4 million aggregate principal amount remained outstanding as of July 31, 2026, (ii) on December 16, 2021, we issued an additional $25 million in aggregate principal amount of our 3.25% Series C Senior Notes due December 16, 2031 (the "Series C Senior Notes"), all of which remained outstanding as of July 31, 2026, and (iii) on April 30, 2024 we issued $10 million in aggregate principal amount of our 6.47% Series D Senior Notes due April 30, 2033 (the "Series D Senior Notes"), all of which remained outstanding as of July 31, 2026. The Note Agreement also provides us with the ability to request, from time to time until September 21, 2026, that Prudential affiliate(s) purchase, at Prudential’s discretion and on an uncommitted basis, additional senior unsecured notes of Oil-Dri (the “Shelf Notes,” and collectively with the Series B Senior Notes, Series C Senior Notes, and Series D Senior Notes, the “Notes”) in an aggregate principal amount of up to $75 million minus the aggregate principal amount of Notes then outstanding and Shelf Notes that have been accepted for purchase. Interest payable on any Shelf Note agreed to be purchased under the Note Agreement will be at a rate determined by Prudential and will mature no more than fifteen years after the date of original issue of such Shelf Note.

On October 7, 2026, subsequent to the end of fiscal year 2026, the Company entered into Amendment No. 5 to the Note Agreement (the “Fifth Amendment”). The Fifth Amendment amends the Note Agreement to, among other things: (i) extend the time frame for issuing and selling Shelf Notes to October 7, 2029; (ii) increase the aggregate principal amount of Shelf Notes that may be purchased by Prudential affiliate(s), at Prudential’s discretion and upon our request, on the terms set forth in the Note Agreement from $75 million to $150 million, minus the aggregate principal amount of Notes then outstanding and Shelf Notes that have been accepted for purchase; and (iii) add certain restrictive covenants included in the Credit Agreement.

The following is a schedule by fiscal year of future principal maturities of notes payable as of July 31, 2026 (in thousands):
2027$1,000 
20286,000 
20296,000 
20306,000 
20315,000 
Thereafter15,000 
We are party to the Credit Agreement with BMO Harris, which, as of the end of fiscal 2026, provided for a $75 million unsecured revolving credit facility, including a maximum of $20 million for letters of credit.

The Credit Agreement contains restrictive covenants that, among other things and under various conditions, limit our ability to incur additional indebtedness or to dispose of assets. These restrictive covenants include certain financial covenants such as a covenant to maintain a maximum debt to earnings ratio and to maintain a certain fixed charge coverage ratio. On September 30, 2024, the Company entered into the Eighth Amendment to Credit Agreement (the “Eighth Amendment”). The Eighth Amendment amends the Credit Agreement to, among other things: (i) increase the amount the Company may borrow from BMO Harris from time to time pursuant to its revolving line of credit from up to $45 million to up to $75 million; (ii) increase the aggregate maximum amount of letters of credit from up to $10 million to up to $20 million; (iii) add an accordion provision to allow the Company to increase the revolving line of credit by up to an additional $50 million, subject to the terms and conditions set forth in the Eighth Amendment; (iv) extend the termination date to September 30, 2029; and (v) increase certain restrictive covenant thresholds, including but not limited to, an increase to the permitted acquisitions threshold in the restricted covenants from a cumulative total of $45 million to $100 million.

On October 7, 2026, subsequent to the end of fiscal year 2026, the Company entered into the Ninth Amendment to Credit Agreement (the “Ninth Amendment”). The Ninth Amendment amends the Credit Agreement to, among other things: (i) increase the amount the Company may borrow from BMO Harris from time to time pursuant to its revolving line of credit from up to $75 million to up to $100 million; (ii) amend the accordion provision to allow the Company to increase the revolving line of credit from up to an additional $50 million to up to the greater of (a) an additional $125 million and (b) 100% of Consolidated EBITDA (as defined in the Ninth Amendment), subject to the terms and conditions set forth in the Ninth Amendment; (iii) reduce pricing by expanding the debt to earnings ratio; (iv) extend the termination date to October 7, 2031; (v) increase or remove certain restrictive covenant thresholds, including but not limited to the removal of the $100 million cumulative permitted acquisitions threshold; and (vi) add a restricted payments covenant restricting the Company's ability to pay dividends, make distributions, and repurchase shares or make other equity redemptions except (a) when the Company is not in default under the Credit Agreement and (b) under certain other circumstances set forth in the Ninth Amendment.

As of July 31, 2026, and July 31, 2025, we were in compliance with the restrictive covenants under the Credit Agreement. During fiscal year 2026, there were no new borrowings. As of July 31, 2026, we do not have any outstanding borrowings under the Credit Agreement. We had $0.3 million of letters of credit outstanding under the Credit Agreement as of July 31, 2026, and $3.0 million as of July 31, 2025.
The Credit Agreement states that we may select a variable interest rate based on either the Bank of Montreal ("BMO") prime rate or an adjusted SOFR-based rate, plus a margin that varies depending on our debt to earnings ratio, or a fixed rate as agreed between us and BMO. As of July 31, 2026, the variable rates would have been 6.75% for the BMO prime-based rate or 5.01% for the adjusted SOFR-based rate.