WD 40 CO 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On October 12, 2021, the Company’s Board of Directors approved a new share buy-back plan. Under the plan, which became effective on November 1, 2021, the Company is authorized to acquire up to $75.0 million of its outstanding shares through August 31, 2023. The timing and amount of repurchases are based on terms and conditions as may be acceptable to the Company’s Chief Executive Officer and Chief Financial Officer, subject to present loan covenants and in compliance with all laws and regulations applicable thereto. During the period from November 1, 2021 through November 30, 2021, the Company repurchased 32,000 shares at a total cost of $7.4 million under this $75.0 million plan. The following table provides information with respect to all purchases made by the Company during the three months ended November 30, 2021. All purchases listed below were made in the open market at prevailing market prices. Purchase transactions between November 16, 2021 and November 30, 2021 were executed pursuant to trading plans adopted by the Company pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. Total Shares Purchased Max $ Value of Shares as Part of Publicly That May Yet By Total # of Shares Average Price Paid Announced Plans Purchased Under the Purchased Per Share & Programs Plans & Programs Period $ 75,000,000 November 1 - November 30 32,000 $ 230.79 32,000 $ 67,614,176 Total 32,000 $ 230.79 32,000 a ‎ 35 Item 6. Exhibits HIDDEN_ROW Exhibit No. Description 3(a) Certificate of Incorporation, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 3(a) thereto. 3(b) Amended and Restated Bylaws of WD-40 Company, incorporated by reference from the Registrant’s Form 8-K filed August 16, 2018, Exhibit 3.1 thereto. 10(a) Libor Transition Agreement dated November 29, 2021 among the Company and Bank of America, N.A., incorporated by reference from the Registrant's Form 8-K filed December 1, 2021, Exhibit 10(a) thereto. 31(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 31(b) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 32(a) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32(b) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following materials from WD-40 Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2021, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Shareholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) Notes to the Condensed Consolidated Financial Statements. 104 The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL and contained in Exhibit 101. ‎ 36 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WD-40 COMPANY Registrant Date: January 6, 2022 By: /s/ GARRY O. RIDGE Garry O. Ridge Chief Executive Officer (Principal Executive Officer) By: /s/ JAY W. REMBOLT Jay W. Rembolt Vice President, Finance Treasurer and Chief Financial Officer By: /s/ RAE ANN PARTLO Rae Ann Partlo Vice President, Corporate Controller and Principal Accounting Officer 37