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 repurchase 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 September 1, 2022 through November 30, 2022, the Company repurchased 22,420 shares at a total cost of $4.1 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, 2022. All purchases listed below were made in the open market at prevailing market prices. Purchase transactions during the first quarter of fiscal year 2023 were executed pursuant to trading plans adopted by the Company pursuant to Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934. Total Shares Purchased Max $ Value of Shares as Part of Publicly That May Yet Be Total # of Shares Average Price Paid Announced Plans Purchased Under the Purchased Per Share & Programs Plans & Programs Period September 1 – September 30 12,400 $ 184.69 12,400 $ 43,554,173 October 1 – October 31 10,020 $ 177.79 10,020 $ 41,772,561 November 1 – November 30 - $ - - $ 41,772,561 22,420 $ 181.60 22,420 ‎ 35 Item 6. Exhibits 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) Form of Change in Control Severance Agreement between WD-40 Company and Executive Officers. 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, 2022, 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 Stockholders’ 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 9, 2023 By: /s/ STEVEN A. BRASS Steven A. Brass President and Chief Executive Officer (Principal Executive Officer) By: /s/ SARA K. HYZER Sara K. Hyzer 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