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 share repurchase plan (the “2021 Repurchase Plan”). Under the 2021 Repurchase 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 March 1, 2023 through May 31, 2023, the Company repurchased 10,000 shares at a total cost of $1.8 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 May 31, 2023. All purchases listed below were made in the open market at prevailing market prices. Purchase transactions between March 1, 2023 and April 3, 2023 were executed pursuant to trading plans adopted by the Company pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. Total # of Shares Purchased Average Price Paid Per Share Total Shares Purchased as Part of Publicly Announced Plans & Programs Max $ Value of Shares That May Yet Be Purchased Under the Plans & Programs Period March 1 – March 31 5,500 $ 172.50 5,500 $ 39,254,703 April 1 – April 30 500 $ 180.04 500 $ 39,164,683 May 1 – May 31 4,000 $ 188.68 4,000 $ 38,409,977 10,000 $ 179.35 10,000 38 Table of Contents 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 June 23, 2023, Exhibit 3.2 thereto. 10(a) Form of Change in Control Severance Agreement between WD-40 Company and Executive Officers, incorporated by reference from the Registrant’s Form 10-Q filed January 9, 2023, Exhibit 10(a) thereto. 10(b) Policy for Recovery of Erroneously Awarded Compensation of WD-40 Company, incorporated by reference from the Registrant’s Form 8-K filed June 23, 2023, Exhibit 10.1 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 May 31, 2023, 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. 39 Table of Contents 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: July 10, 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 and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 40