What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-10-23 compared with 2022-10-24 · 394 added, 358 removed, 713 unchanged (51% of the section changed)

17 unchanged sentences

Other Information

During the three months ended August 31, 2023, except for one of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) (collectively, “Section 16 Filers”), none of the Company’s Section 16 Filers informed the Company of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.

On June 14, 2023 , Patricia Q.

Olsem’s Rule 10b5-1 trading arrangement terminated pursuant to its terms, i.e., upon the earlier of November 7, 2023 or the execution of all trades of all orders.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

6 unchanged sentences

Executive Compensation

Information required by this item is incorporated by reference to sections of the Proxy Statement under the headings “Director Compensation” (and the table following such section), “Compensation Committee - Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” (and the compensation tables following such section), “Supplemental Death Benefit Plans and Supplemental Insurance Benefits,” “Change of Control Severance Agreements” and “CEO Pay Ratio.”

Information required by this item is incorporated by reference to sections of the Proxy Statement under the headings “Director Compensation” (and the table following such section), “Compensation Committee – Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation” (and the compensation tables following such section), “Summary Compensation Table,” “Supplemental Death Benefit Plans and Supplemental Insurance Benefits,” “Change of Control Severance Agreements” and “CEO Pay Ratio.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

2 unchanged sentences

The following table provides information regarding shares of our common stock authorized for issuance under equity compensation plans as of August 31, 2023:

Number of securities

remaining available for

Number of securities to

future issuance under

be issued upon exercise

Weighted-average exercise

equity compensation plans

of outstanding options,

price of outstanding options

(excluding securities

warrants and rights

(a) Weighted-average exercise

price of outstanding options

warrants and rights

(b) Number of securities

remaining available for

future issuance under

equity compensation plans

(excluding securities

reflected in column (a))

Plan category

Equity compensation plans

approved by security holders

Equity compensation plans not

approved by security holders

Equity compensation plans approved by security holders 137,829 (1)

Equity compensation plans not approved by security holders n/a n/a n/a

(1) Includes 79,816 securities to be issued pursuant to outstanding restricted stock units;

7 unchanged sentences

Exhibits, Financial Statement Schedules

Documents filed as part of this report

(a) Documents filed as part of this report

(1) Report of Independent Registered Public Accounting Firm (PCAOB ID:

2 unchanged sentences

Consolidated Statements of Comprehensive Income

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

2 unchanged sentences

Articles of Incorporation and Bylaws.

Certificate of Incorporation, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2018, Exhibit 3(a) thereto .

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.

3(a) Certificate of Incorporation,incorporated by reference from the Registrant’s Form 10-K filed October 22, 2018, 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 J une 23, 2023, Exhibit 3.2 thereto .

Material Contracts.

Executive Compensation Plans and Arrangements (Exhibits 10(a) through 10(s) are management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(b)).

WD-40 Company 2016 Stock Incentive Plan, incorporated by reference from the Registrant’s Proxy Statement filed November 3, 2016, Appendix A thereto.

WD-40 Directors’ Compensation Policy and Election Plan dated October 12, 2021, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2021, Exhibit 10(b) thereto .

Form of Indemnity Agreement between the Registrant and its executive officers and directors, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2013, Exhibit 10(d) thereto.

Form of Restricted Stock Unit Agreement for grants of Restricted Stock Units to Executive Officers in fiscal year 2020, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 10(d) thereto.

Form of Market Share Unit Award Agreement for grants of Market Share Units to Executive Officers in fiscal year 2020, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 10(e) thereto.

Form of Deferred Performance Unit Award Agreement for grants of Deferred Performance Units to Executive Officers incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 10(f) thereto.

Form of Restricted Stock Unit Agreement for grants of Restricted Stock Units to Executive Officers in fiscal year 2021, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 10(g) thereto.

Form of Market Share Unit Award Agreement for grants of Market Share Units to Executive Officers in fiscal year 2021 incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 10(h) thereto.

Form of Performance Share Unit Restricted Stock Award Agreement for grants of Performance Share Units to Executive Officers in fiscal year 2021, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 10(i) thereto.

Form of Restricted Stock Unit Agreement for grants of Restricted Stock Units to Executive Officers in fiscal year 2022, , incorporated by reference from the Registrant’s Form 10-K filed October 22, 2021, Exhibit 10(j) thereto.

Form of Market Share Unit Award Agreement for grants of Market Share Units to Executive Officers in fiscal year 2022, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2021, Exhibit 10(k) thereto.

Form of Performance Share Unit Restricted Stock Award Agreement for grants of Performance Share Units to Executive Officers in fiscal year 2022, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2021, Exhibit 10(l) thereto.

Transition and Release Agreement, dated March 11, 2022, between WD-40 Company and Garry O.

Executive Compensation Plans and Arrangements (Exhibits 10(a) through 10(t) are management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(b)).

10(a) WD-40 Company 2016 Stock Incentive Plan, incorporated by reference from the Registrant’s Proxy Statement filed November 3, 2016, Appendix A thereto.

10(b) WD-40 Directors’ Compensation Policy and Election Plan dated October 5, 2023.

10(c) Form of Indemnity Agreement between the Registrant and its executive officers and directors, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2013, Exhibit 10(d) thereto.

10(d) Form of Restricted Stock Unit Agreement for grants of Restricted Stock Units to Executive Officers in fiscal year 2021, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 10(g) thereto.

10(e) Form of Market Share Unit Award Agreement for grants of Market Share Units to Executive Officers in fiscal year 2021 incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 10(h) thereto.

10(f) Form of Performance Share Unit Restricted Stock Award Agreement for grants of Performance Share Units to Executive Officers in fiscal year 2021, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 10(i) thereto.

10(g) Form of Restricted Stock Unit Agreement for grants of Restricted Stock Units to Executive Officers in fiscal year 2022, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2021, Exhibit 10(j) thereto.

10(h) Form of Market Share Unit Award Agreement for grants of Market Share Units to Executive Officers in fiscal year 2022, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2021, Exhibit 10(k) thereto.

10(i) Form of Performance Share Unit Restricted Stock Award Agreement for grants of Performance Share Units to Executive Officers in fiscal year 2022, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2021, Exhibit 10(l) thereto.

10(j) Transition and Release Agreement, dated March 11, 2022, between WD-40 Company and Garry O.

Ridge, incorporated by reference from the Registrant’s Form 8-K filed March 16, 2022, Exhibit 10.1 thereto.

FY 2022 Restricted Stock Unit Award Agreement, dated March 11, 2022, between WD-40 Company and Garry O.

10(k) FY 2022 Restricted Stock Unit Award Agreement, dated March 11, 2022, between WD-40 Company and Garry O.

Ridge, incorporated by reference from the Registrant’s Form 8-K filed March 16, 2022, Exhibit 10.2 thereto.

Form of Restricted Stock Unit Agreement for grants of Restricted Stock Units to Executive Officers in fiscal year 2023.

Form of Market Share Unit Award Agreement for grants of Market Share Units to Executive Officers in fiscal year 2023.

Form of Performance Share Unit Restricted Stock Award Agreement for grants of Performance Share Units to Executive Officers in fiscal year 2023.

WD-40 Company 2017 Performance Incentive Compensation Plan, incorporated by reference from the Registrant’s Proxy Statement filed November 2, 2017, Appendix A thereto.

Form of WD-40 Company Supplemental Death Benefit Plan applicable to certain executive officers of the Registrant, incorporated by reference from the Registrant’s Form 10-K filed October 24, 2016, Exhibit 10(i) thereto.

Change of Control Severance Agreement between WD-40 Company and Jay W.

Rembolt dated October 16, 2008, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2014, Exhibit 10(h) thereto .

Change of Control Severance Agreement between WD-40 Company and Richard T.

Clampitt dated October 15, 2014, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2014, Exhibit 10(i) thereto.

Change of Control Severance Agreement between WD-40 Company and Garry O.

Ridge dated February 14, 2006, incorporated by reference from the Registrant’s Form 10-K filed October 23, 2017, Exhibit 10(p) thereto.

Change of Control Severance Agreement between WD-40 Company and Geoffrey J.

Holdsworth dated February 14, 2006, incorporated by reference from the Registrant’s Form 10-K filed October 23, 2017, Exhibit 10(r) thereto.

Change of Control Severance Agreement between WD-40 Company and William B.

Noble dated February 14, 2006, incorporated by reference from the Registrant’s Form 10-K filed October 23, 2017, Exhibit 10(s) thereto.

Change of Control Severance Agreement between WD-40 Company and Steven Brass dated June 22, 2016, incorporated by reference from the Registrant’s Form 10-Q filed January 9, 2017, Exhibit 10(c) thereto .

Change of Control Severance Agreement between WD-40 Company and Patricia Q.

Olsem dated October 8, 2019, incorporated by reference from the Registrant’s Form 10-Q filed January 9, 2020, Exhibit 10(a) thereto .

Change of Control Severance Agreement between WD-40 Company and Jeffrey G.

Lindeman dated December 8, 2020 incorporated by reference from the Registrant's Form 10-Q filed April 8, 2021, Exhibit 10(e) thereto.

Change of Control Severance Agreement between WD-40 Company and Phenix Q.

Kiamilev dated December 13, 2021, incorporated by reference from the Registrant’s Form 10-Q filed April 7, 2022, Exhibit 10(b) thereto .

Credit Agreement dated March 16, 2020 among WD-40 Company and Bank of America, incorporated by reference from the Registrant’s Form 8-K filed March 20, 2020, Exhibit 10(a) thereto .

Form of Acknowledgement Letter Agreement dated April 8, 2020 among WD-40 Company and Bank of America, incorporated by reference from the Registrant’s Form 10-Q filed April 9, 2020, Exhibit 10(d) thereto .

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 .

First Amendment to Credit Agreement dated September 30, 2020 among WD-40 Company and Bank of America, N.A., incorporated by reference from the Registrant’s Form 8-K filed October 6, 2020, Exhibit 10(a) thereto.

Note Purchase and Private Shelf Agreement dated November 15, 2017 among WD-40 Company and Prudential and certain Note Purchasers, incorporated by reference from the Registrant’s Form 8-K filed November 17, 2017, Exhibit 10(a) thereto.

First Amendment to Note Purchase Agreement dated February 23, 2018 among WD-40 Company and Prudential and certain Note Purchasers, incorporated by reference from the Registrant’s Form 8-K filed February 27, 2018, Exhibit 10(b) thereto.

Second Amendment to Note Purchase and Private Shelf Agreement dated March 16, 2020 among WD-40 Company and Prudential and certain Note Purchasers, incorporated by reference from the Registrant’s Form 8-K filed March 20, 2020, Exhibit 10(b) thereto .

Form of Limited Consent Letter Agreement dated April 8, 2020 among WD-40 Company and Prudential and certain Note Purchasers, incorporated by reference from the Registrant’s Form 10-Q filed April 9, 2020, Exhibit 10(e) thereto .

Third Amendment to Note Purchase and Private Shelf Agreement dated September 30, 2020 among WD-40 Company and Prudential and certain Note Purchasers, incorporated by reference from the Registrant’s Form 8-K filed October 6, 2020, Exhibit 10(e) thereto .

Series B Senior Notes dated September 30, 2020, incorporated by reference from the Registrant’s Form 8-K filed October 6, 2020, Exhibit 10(f) thereto .

Series C Senior Notes dated September 30, 2020, incorporated by reference from the Registrant’s Form 8-K filed October 6, 2020, Exhibit 10(g) thereto .

10(l) Form of Restricted Stock Unit Agreement for grants of Restricted Stock Units to Executive Officers in fiscal year 2023, incorporated by reference from the Registrant’s Form 10-K filed October 24, 2022, Exhibit 10(o) thereto.

10(m) Form of Market Share Unit Award Agreement for grants of Market Share Units to Executive Officers in fiscal year 2023, incorporated by reference from the Registrant’s Form 10-K filed October 24, 2022, Exhibit 10(p) thereto.

10(n) Form of Performance Share Unit Restricted Stock Award Agreement for grants of Performance Share Units to Executive Officers in fiscal year 2023, incorporated by reference from the Registrant’s Form 10-K filed October 24, 2022, Exhibit 10(q) thereto.

10(o) Form of Restricted Stock Unit Agreement for grants of Restricted Stock Units to Executive Officers in fiscal year 2024.

10(p) Form of Market Share Unit Award Agreement for grants of Market Share Units to Executive Officers in fiscal year 2024.

10(q) Form of Performance Share Unit Restricted Stock Award Agreement for grants of Performance Share Units to Executive Officers in fiscal year 2024.

10(r) WD-40 Company 2017 Performance Incentive Compensation Plan, incorporated by reference from the Registrant’s Proxy Statement filed November 2, 2017, Appendix A thereto.

10(s) Form of WD-40 Company Supplemental Death Benefit Plan applicable to certain executive officers of the Registrant, incorporated by reference from the Registrant’s Form 10-K filed October 24, 2016, Exhibit 10(i) thereto.

10(t) 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(u) Credit Agreement dated March 16, 2020 among WD-40 Company and Bank of America, incorporated by reference from the Registrant’s Form 8-K filed March 20, 2020, Exhibit 10(a) thereto .

10(v) Form of Acknowledgement Letter Agreement dated April 8, 2020 among WD-40 Company and Bank of America, incorporated by reference from the Registrant’s Form 10-Q filed April 9, 2020, Exhibit 10(d) thereto .

10(w) 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 .

10(x) First Amendment to Credit Agreement dated September 30, 2020 among WD-40 Company and Bank of America, N.A., incorporated by reference from the Registrant’s Form 8-K filed October 6, 2020, Exhibit 10(a) thereto.

10(y) Note Purchase and Private Shelf Agreement dated November 15, 2017 among WD-40 Company and Prudential and certain Note Purchasers, incorporated by reference from the Registrant’s Form 8-K filed November 17, 2017, Exhibit 10(a) thereto.

10(z) First Amendment to Note Purchase Agreement dated February 23, 2018 among WD-40 Company and Prudential and certain Note Purchasers, incorporated by reference from the Registrant’s Form 8-K filed February 27, 2018, Exhibit 10(b) thereto.

10(aa) Second Amendment to Note Purchase and Private Shelf Agreement dated March 16, 2020 among WD-40 Company and Prudential and certain Note Purchasers, incorporated by reference from the Registrant’s Form 8-K filed March 20, 2020, Exhibit 10(b) thereto .

10(ab) Form of Limited Consent Letter Agreement dated April 8, 2020 among WD-40 Company and Prudential and certain Note Purchasers, incorporated by reference from the Registrant’s Form 10-Q filed April 9, 2020, Exhibit 10(e) thereto .

10(ac) Third Amendment to Note Purchase and Private Shelf Agreement dated September 30, 2020 among WD-40 Company and Prudential and certain Note Purchasers, incorporated by reference from the Registrant’s Form 8-K filed October 6, 2020, Exhibit 10(e) thereto .

10(ad) Series B Senior Notes dated September 30, 2020, incorporated by reference from the Registrant’s Form 8-K filed October 6, 2020, Exhibit 10(f) thereto .

10(ae) Series C Senior Notes dated September 30, 2020, incorporated by reference from the Registrant’s Form 8-K filed October 6, 2020, Exhibit 10(g) thereto .

21 Subsidiaries of the Registrant .

23 Consent of Independent Registered Public Accounting Firm dated October 23, 2023.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

97 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.

101 The following materials from WD-40 Company’s Annual report on Form 10-K for the fiscal year ended August 31, 2023 formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheet, (v) the Consolidated Statements of Shareholders’ Equity, and (vi) Notes to the Consolidated Financial Statements.

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheet, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) Notes to the Consolidated Financial Statements.

104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2023, formatted in iXBRL and contained in Exhibit 101.

Form 10-K S um mary

Form 10-K Summary

Not applicable.

1 unchanged sentence

WD-40 COMPANY

Vice President, Finance

Treasurer and Chief Financial Officer

(Principal Financial Officer)

October 24, 2022

/s/ RAE ANN PARTLO

RAE ANN PARTLO

Vice President and Corporate Controller

(Principal Accounting Officer)

Vice President, Finance and and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

October 23, 2023

1 unchanged sentence

/s/ STEVEN A.

Chief Executive Officer and Director

President, Chief Executive Officer and Director

(Principal Executive Officer)

October 23, 2023

/s/ CYNTHIA BURKS /s/ TREVOR I.

BURKS, Director TREVOR I.

MIHALIK, Director

October 23, 2023

/s/ DANIEL T.

/s/ GRACIELA I.

CARTER, Director

CARTER /s/ GRACIELA I.

CARTER, Director GRACIELA I.

MONTEAGUDO, Director

1 unchanged sentence

October 23, 2023

/s/ MELISSA CLAASSEN

MELISSA CLAASSEN, Director

ETCHART /s/ DAVID B.

ETCHART, Director DAVID B.

PENDARVIS, Director

1 unchanged sentence

October 23, 2023

ETCHART, Director

RIDGE, Director

October 24, 2022

/s/ GREGORY A.

LEE, Director

LEE /s/ GREGORY A.

LEE, Director GREGORY A.

SANDFORT, Director

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/s/ EDWARD O.

MAGEE, JR., Director

MAGEE, JR., Director ANNE G.

SAUNDERS, Director

1 unchanged sentence

October 23, 2023

/s/ TREVOR I.

MIHALIK, Director

October 24, 2022

Report of Independent Reg istered Public Accounting Firm

To the Board of Directors and Shareholders of WD-40 Company

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of WD-40 Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of WD-40 Company and its subsidiaries (the “Company”) as of August 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income, of shareholders'

equity and of cash flows for each of the three years in the period ended August 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of August 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have audited the accompanying consolidated balance sheets of WD-40 Company and its subsidiaries (the “Company”) as of August 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended August 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of August 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

1 unchanged sentence

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Rebates – Certain Cooperative Marketing Program Accruals

As described in Notes 2 and 11 to the consolidated financial statements, sales are recorded net of allowances for damaged goods and other sales returns, sales incentives, trade promotions and cash discounts.

In determining the transaction price, management evaluates whether the price is subject to refund or adjustment related to variable consideration to determine the net consideration to which the Company expects to be entitled.

Management records estimates of variable consideration, which primarily includes rebates/other discounts (cooperative marketing programs, volume-based discounts, shelf price reductions and allowances for shelf space, charges from customers for services they provide to the Company related to the sale and penalties/fines charged to the Company by customers associated with failing to adhere to contractual obligations), coupon offers, cash discount allowances, and sales returns, as a reduction of sales in its consolidated statements of operations.

These estimates are based on the expected value method considering all reasonably available information, including current and past trade promotion spending patterns, status of trade promotion activities, the interpretation of historical spending trends by customer and category, customer agreements and/or currently known factors that arise in the normal course of business.

Management reviews its assumptions and adjusts these estimates accordingly on a quarterly basis.

The Company had an $8.7 million balance in rebate/other discount liabilities as of August 31, 2022, which are included in accrued liabilities on the Company’s consolidated balance sheets, and recorded approximately $32.8 million in rebates/other discounts as a reduction to sales during fiscal year 2022.

The principal considerations for our determination that performing procedures relating to certain cooperative marketing program accruals is a critical audit matter are (i) the significant judgment by management to estimate certain cooperative marketing program accruals, which in turn led to a high degree of auditor judgment in performing procedures to evaluate the status of trade promotion activities within certain cooperative marketing program accruals, and (ii) the high level of audit effort and subjectivity in performing procedures to evaluate the current and past trade promotion spending patterns and the status of trade promotion activities used to determine certain cooperative marketing program accruals.

Revenue Recognition – Product Sales

As described in Notes 2 and 11 to the consolidated financial statements, product sales make up a majority of the Company’s net sales of $537.3 million for the year ended August 31, 2023.

The Company generates revenue from sales of its products to customers.

Product sales include maintenance products and homecare and cleaning products.

As disclosed by management, sales are recognized as revenue at a point in time upon transferring control of the product to the customer, which typically occurs when products are shipped or delivered, depending on when risks of loss and title have passed to the customer per the terms of the contract.

The Company recognizes revenue related to the sale of these products in an amount reflecting the consideration to which it expects to be entitled.

The principal consideration for our determination that performing procedures relating to revenue recognition for product sales is a critical audit matter is a high degree of auditor effort involved in performing procedures related to the Company’s revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the estimation of cooperative marketing program accruals, which related to controls over the current and past trade promotion spending patterns and the status of trade promotion activities used in management’s estimate.

These procedures also included, among others, (i) testing management’s process to estimate certain cooperative marketing program accruals, including evaluating the appropriateness of the expected value method, testing the completeness, accuracy and relevance of underlying data used, including the current and past trade promotion spending patterns, and evaluating the reasonableness of the status of the trade promotion activities assumption considering the overall business environment, and (ii) evaluating the completeness of offers made to customers for potential promotional activities, which may require accrual as of period end.

These procedures included testing the effectiveness of controls relating to product sales revenue recognition, including controls over the recording of product sales at the point in time upon transferring control to the customer.

These procedures also included, among others (i) testing the revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment or delivery, and cash receipts and (ii) confirming a sample of outstanding customer invoice balances as of August 31, 2023 and, for confirmations not returned, obtaining and inspecting source documents, such as purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP

6 unchanged sentences

(In thousands, except share and per share amounts)

2023 August 31,

Current assets:

Cash and cash equivalents $ 48,143 $ 37,843

Trade and other accounts receivable, less allowance for doubtful

accounts of $ 292 and $ 463 at August 31, 2022

and 2021, respectively

Trade and other accounts receivable, net 98,039 89,930

Inventories 86,522 104,101

Other current assets 15,821 17,766

1 unchanged sentence

Property and equipment, net 66,791 65,977

Goodwill 95,505 95,180

Other intangible assets, net 4,670 5,588

1 unchanged sentence

Deferred tax assets, net 1,201 679

Liabilities and Shareholders'

Other assets 13,454 9,672

Total assets $ 437,966 $ 434,295

Liabilities and Stockholders’ Equity

Current liabilities:

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Commitments and Contingencies (Note 12)

Shareholders'

Stockholders’ equity:

Common stock — authorized 36,000,000 shares, $ 0.001 par value;

19,888,807 and 19,856,865 shares issued at August 31, 2022 and 2021,

respectively;

and 13,602,346 and 13,708,966 shares outstanding at

August 31, 2022 and 2021, respectively

19,905,815 and 19,888,807 shares issued at August 31, 2023 and 2022, respectively;

and 13,563,434 and 13,602,346 shares outstanding at August 31, 2023 and 2022, respectively

Additional paid-in capital 171,546 165,973

1 unchanged sentence

Accumulated other comprehensive income (loss) ( 31,206 ) ( 36,209 )

Common stock held in treasury, at cost ― 6,286,461 and 6,147,899

shares at August 31, 2022 and 2021, respectively

Total shareholders'

Total liabilities and shareholders'

Common stock held in treasury, at cost — 6,342,381 and 6,286,461 shares at August 31, 2023 and 2022, respectively

( 407,670 ) ( 397,236 )

Total stockholders’ equity 210,178 188,624

Total liabilities and stockholders’ equity $ 437,966 $ 434,295

See accompanying notes to consolidated financial statements.

3 unchanged sentences

Fiscal Year Ended August 31,

2023 2022 2021

Net sales $ 537,255 $ 518,820 $ 488,109

Cost of products sold 263,035 264,055 224,370

Gross profit 274,220 254,765 263,739

Operating expenses:

7 unchanged sentences

Interest expense ( 5,614 ) ( 2,742 ) ( 2,395 )

Other (expense) income, net

Other income (expense), net 822 ( 582 ) ( 28 )

Income before income taxes 85,163 84,108 86,499

Provision for income taxes 19,170 16,779 16,270

Net income $ 65,993 $ 67,329 $ 70,229

Earnings per common share:

Basic $ 4.84 $ 4.91 $ 5.11

Diluted $ 4.83 $ 4.90 $ 5.09

Shares used in per share calculations:

Basic 13,578 13,668 13,698

Diluted 13,604 13,696 13,733

See accompanying notes to consolidated financial statements.

3 unchanged sentences

Fiscal Year Ended August 31,

2023 2022 2021

Net income $ 65,993 $ 67,329 $ 70,229

Other comprehensive income (loss):

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WD-40 COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS'

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share and per share amounts)

Common Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Treasury Stock

Shareholders'

Income (Loss)

Income (Loss) Treasury Stock Total

Stockholders’

Shares Amount Shares Amount

Balance at August 31, 2020 19,812,685 $ 20 $ 157,850 $ 398,731 $ ( 28,208 ) 6,147,899 $ ( 368,080 ) $ 160,313

Issuance of common stock under share-based

compensation plan, net of shares withheld for taxes

Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 44,180 ( 3,668 ) ( 3,668 )

Stock-based compensation 9,555 9,555

Cash dividends ($ 2.78 per share)

Repurchases of common stock

( 38,225 ) ( 38,225 )

Foreign currency translation adjustment 2,178 2,178

Net income 70,229 70,229

Balance at August 31, 2021 19,856,865 $ 20 $ 163,737 $ 430,735 $ ( 26,030 ) 6,147,899 $ ( 368,080 ) $ 200,382

Issuance of common stock under share-based

compensation plan, net of shares withheld for taxes

Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 31,942 ( 4,461 ) ( 4,461 )

Stock-based compensation 6,697 6,697

Cash dividends ($ 3.06 per share)

( 41,988 ) ( 41,988 )

Repurchases of common stock 138,562 ( 29,156 ) ( 29,156 )

Foreign currency translation adjustment ( 10,179 ) ( 10,179 )

Net income 67,329 67,329

Balance at August 31, 2022 19,888,807 $ 20 $ 165,973 $ 456,076 $ ( 36,209 ) 6,286,461 $ ( 397,236 ) $ 188,624

Issuance of common stock under share-based

compensation plan, net of shares withheld for taxes

Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 17,008 ( 861 ) ( 861 )

Stock-based compensation 6,434 6,434

Cash dividends ($ 3.27 per share)

( 44,581 ) ( 44,581 )

Repurchases of common stock 55,920 ( 10,434 ) ( 10,434 )

Foreign currency translation adjustment 5,003 5,003

Net income 65,993 65,993

Balance at August 31, 2023 19,905,815 $ 20 $ 171,546 $ 477,488 $ ( 31,206 ) 6,342,381 $ ( 407,670 ) $ 210,178

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Fiscal Year Ended August 31,

Operating activities:

Adjustments to reconcile net income to net cash provided by

2023 2022 2021

Operating activities:

Net income $ 65,993 $ 67,329 $ 70,229

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 8,151 8,294 7,019

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Stock-based compensation 6,434 6,697 9,555

Unrealized foreign currency exchange losses (gains), net

Provision for bad debts

Unrealized foreign currency exchange (gains) losses, net ( 1,702 ) 1,035 ( 511 )

Provision for credit losses 391 143 210

Write-off of inventories 713 595 800

Changes in assets and liabilities:

Trade and other accounts receivable ( 5,339 ) ( 7,443 ) ( 6,595 )

Inventories 19,367 ( 53,260 ) ( 14,574 )

Other assets ( 1,367 ) ( 12,578 ) ( 5,343 )

Operating lease assets and liabilities, net 49 ( 32 ) 15

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Repayments of long-term senior notes ( 800 ) ( 800 ) ( 800 )

Net proceeds (repayments) from revolving credit facility

Net (repayments) proceeds from revolving credit facility ( 28,372 ) 38,394 ( 50,056 )

Shares withheld to cover taxes upon conversion of equity awards ( 861 ) ( 4,461 ) ( 3,668 )

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents 3,173 ( 5,020 ) ( 6 )

Net (decrease) increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents 10,300 ( 48,118 ) 29,499

Cash and cash equivalents at beginning of period 37,843 85,961 56,462

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Cash paid for:

Interest $ 5,522 $ 2,687 $ 2,319

Income taxes, net of tax refunds received $ 12,811 $ 18,345 $ 19,254

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WD-40 Company (the “Company”), incorporated in Delaware and based in San Diego, California, is a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories and homes around the world.

The Company owns a wide range of well-known brands that include maintenance products and homecare and cleaning products:

The Company owns a wide range of brands that include maintenance products and homecare and cleaning products:

WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, 1001®, Lava® and Solvol®.

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Homecare and cleaning products are sold primarily in North America, the United Kingdom (“U.K.”) and Australia.

The Company’s products are sold primarily through warehouse club stores, hardware stores, automotive parts outlets, industrial distributors and suppliers, mass retail and home center stores, value retailers, grocery stores, online retailers, farm supply, sport retailers, and independent bike dealers.

The Company’s products are sold primarily through hardware stores, automotive parts outlets, industrial distributors and suppliers, mass retail and home center stores, value retailers, grocery stores, online retailers, warehouse club stores, farm supply, sport retailers, and independent bike dealers.

Basis of Presentation and Summary of Significant Accounting Policies

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Use of Estimates

The preparation of financial statements in conformity with U.S.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

COVID-19 Considerations

The COVID-19 pandemic has adversely impacted global economic conditions and has contributed to significant volatility in financial markets beginning in early calendar year 2020.

Although the Company’s current estimates consider current conditions, the inputs into certain of the Company’s significant and critical accounting estimates include judgments and assumptions about the economic implications of the COVID-19 pandemic and how management expects them to change in the future, as appropriate.

It is reasonably possible that actual results experienced may differ materially from the Company’s estimates in future periods, which could materially affect our results of operations and financial condition.

Global economic conditions have been adversely impacted and financial markets have experienced significant volatility in recent years.

Although the Company’s current estimates consider current conditions, the inputs into certain of the Company’s significant and critical accounting estimates include judgments and assumptions about the economic implications of factors that have been subject to such volatility and how management expects them to change in the future, as appropriate.

It is reasonably possible that actual results experienced may differ materially from the Company’s estimates in future periods, which could materially affect its results of operations and financial condition.

Cash and Cash Equivalents

Cash equivalents are highly liquid investments purchased with an original maturity of three months or less.

Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade Accounts Receivable and Allowance for Credit Losses

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable.

The Company determines the allowance for doubtful accounts based on historical write-off experience and the identification of specific balances deemed uncollectible.

The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable.

The Company determines the allowance for credit losses based on historical write-off experience and the identification of specific balances deemed uncollectible.

Trade accounts receivable are charged against the allowance when the Company believes it is probable that the trade accounts receivable will not be recovered.

The Company does not have any off-balance sheet credit exposure related to its customers.

Allowance for doubtful accounts related to the Company’s trade accounts receivable were not significant at August 31, 2022 and 2021.

Allowance for credit losses related to the Company’s trade accounts receivable was not significant at August 31, 2023 and 2022.

Inventories are stated at the lower of cost or net realizable value.

Cost is determined primarily based on a first-in, first-out method or, for a portion of raw materials inventory, the average cost method.

When necessary, the Company adjusts the carrying value of its inventory to the lower of cost or net realizable value, including any costs to sell or dispose of such inventory.

When necessary, the Company adjusts the carrying value of its inventory to the lower of cost or net realizable value, including any costs to sell or dispose of such

Appropriate consideration is given by the Company to obsolescence, excessive inventory levels, product deterioration and other factors when evaluating net realizable value for the purposes of determining the lower of cost or net realizable value.

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Depreciation expense totaled $ 7.1 million, $ 6.9 million and $ 5.6 million for fiscal years 2023, 2022 and 2021, respectively.

These amounts include equipment depreciation expense which is recognized as cost of products sold and totaled $ 2.5 million in fiscal year 2022, $ 1.2 million in fiscal year 2021 and $ 1.4 million in fiscal year 2020.

These amounts include equipment depreciation expense which is recognized as cost of products sold and totaled $ 3.0 million, $ 2.5 million, and $ 1.2 million in fiscal years 2023, 2022, and 2021, respectively.

Internal-Use Software and Cloud Computing Arrangements

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The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three to five years .

However, the useful lives of major information system installations such as implementations of enterprise resource planning (“ERP”) systems are determined on an individual basis and may exceed five years depending on the estimated period of use.

However, the useful lives of major information system installations such as implementations of enterprise resource planning (“ERP”) systems and certain related software are determined on an individual basis and may exceed five years depending on the estimated period of use.

The Company applies the same impairment model to both internal-use software and capitalized cloud computing implementation costs.

The Company leases real estate for its regional sales offices, a research and development facility, and offices located at its international subsidiaries and branch locations.

In addition, the Company leases a fleet of automobiles.

The Company has also identified warehouse leases within certain third-party distribution center service contracts.

To determine if a contract contains a lease, the Company assesses its contracts and determines if there is an identified asset for which the Company has obtained the right to control, as defined in ASC 842.

Right-of-use (“ROU”) assets and lease liabilities are recognized based on the present

value of lease payments over the lease term with lease expense recognized over the term of the lease.

As the Company’s leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its estimated secured incremental borrowing rate at the lease commencement date based on the lease term and the currency of the lease on a collateralized basis.

Right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of lease payments over the lease term with lease expense recognized

over the term of the lease.

For leases that do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability at the lease commencement date using its estimated secured incremental borrowing rate, determined by using a portfolio approach based on the rate of interest the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term.

The Company uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate in the currency of the lease.

The Company records ROU assets and lease liabilities on its consolidated balance sheets for leases with an expected term greater than one year.

Lease agreements may contain rent escalation clauses, renewal or termination options, and rent holidays, amongst other features.

ROU assets include amounts for scheduled rent increases.

The lease term includes the non-cancelable period of the lease and options to extend or terminate the lease when it is reasonably certain the Company will exercise those options, and is reviewed in subsequent periods if a triggering event occurs.

The lease term includes the committed, non-cancelable period of the lease and options to renew, extend or terminate the lease when it is reasonably certain the Company will exercise those options, and is reviewed in subsequent periods if a triggering event occurs.

The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to:

(i) not separate lease components from non-lease components for real estate – office buildings, machinery and equipment, lab equipment, office equipment, furniture and fixtures, and IT equipment;

and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the consolidated balance sheets and recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

(i) not separate lease components from non-lease components for real estate – office buildings, machinery and equipment, lab equipment, office equipment, furniture and fixtures, IT equipment and third-party manufacturing facilities;

and (ii) exclude leases with an initial term of twelve months or less (“short-term” leases) from the consolidated balance sheets and recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

Goodwill represents the excess of the purchase price over the fair value of tangible and intangible assets acquired.

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Accounting Standards Codification (“ASC”) 820, “ Fair Value Measurements and Disclosures” , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company categorizes its financial assets and liabilities measured at fair value into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value:

The Company categorizes its financial assets and liabilities measured at fair value

into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities;

3 unchanged sentences

As of August 31, 2023, the Company had no assets or liabilities that are measured at fair value in the financial statements on a recurring basis, with the exception of the foreign currency forward contracts, which are classified as Level 2 within the fair value hierarchy.

The carrying values of cash equivalents and short-term borrowings are recorded at

cost, which approximates their fair values, primarily due to their short-term nature.

The carrying values of cash equivalents and short-term borrowings are recorded at cost, which approximates their fair values, primarily due to their short-term nature.

In addition, the carrying value of borrowings held under the Company’s revolving credit facility approximates fair value, based on Level 2 inputs, due to the variable nature of underlying interest rates, which generally reflect market conditions.

1 unchanged sentence

The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 60.1 million as of August 31, 2023, which was determined based on a discounted cash flow analysis using current market interest rates for instruments with similar terms, compared to their carrying value of $ 67.6 million.

During the fiscal years ended August 31, 2022, 2021 and 2020, the Company did no t record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

During the fiscal years ended August 31, 2023, 2022 and 2021, the Company did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

Concentration of Credit Risk

5 unchanged sentences

The Company relies on a limited number of suppliers, including single or sole source suppliers for certain of its raw materials, packaging, product components and other necessary supplies.

Historically, except for limited circumstances during the COVID-19 pandemic, the Company has been able to obtain adequate supplies of these materials which are used in the production of its maintenance products and homecare and cleaning products in a timely manner from existing sources and has been able to access adequate production capacity at its third-party manufacturers.

Where possible and where it makes business sense, the Company works with secondary or multiple suppliers to qualify additional supply sources.

Historically, the Company has been able to obtain adequate supplies of these materials which are used in the production of its maintenance products and homecare and cleaning products in a timely manner from existing sources and has been able to access adequate production capacity at its third-party manufacturers .

However, during the COVID-19 pandemic, the Company has experienced challenges within its supply chain.

These challenges include general aerosol production capacity constraints primarily due to increased demand at the third-party manufacturers that the Company utilizes as well as shortages of certain raw materials and increased costs.

Insurance Coverage

2 unchanged sentences

The Company does not maintain self-insurance with respect to its material risks;

therefore, the Company has no t provided for self-insurance reserves as of August 31, 2022 and 2021.

therefore, the Company has not provided for self-insurance reserves as of August 31, 2023 and 2022.

Revenue Recognition

The Company recognizes revenue related to the sale of products when it satisfies a performance obligation in an amount reflecting the consideration to which it expects to be entitled.

The Company generates revenue from sales of its products to customers in its Americas, EMEA and Asia-Pacific segments.

Product sales for the Company include maintenance products and homecare and cleaning products.

The Company recognizes revenue related to the sale of these products when it satisfies a performance obligation in an amount reflecting the consideration to which it expects to be entitled.

Sales are recorded net of allowances for damaged goods and other sales returns, sales incentives, trade promotions and cash discounts.

The Company applies a five-step approach in determining the amount and timing of revenue to be recognized which includes the following:

(1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied.

(1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4)

allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied.

Contracts with customers are renewable periodically and contain terms and conditions with respect to payment, delivery, sales incentives, warranty and supply, but do not require mandatory purchase commitments.

In the absence of a specific sales agreement with a customer, the Company’s standard terms and conditions at the time of acceptance of purchase orders apply to the sales transaction.

The Company’s standard terms and conditions are either included in a standalone document or on the Company’s price lists or both, and these standard terms and conditions are provided to the customer prior to the sales transaction.

The Company considers the customer purchase orders, governed by specific sales agreements or the Company’s standard terms and conditions, to be the contract with the customer.

The Company considers each transaction to sell products as separate and distinct, with no additional promises made, and as a result, all of the Company’s sales are single performance obligation arrangements for which the transaction price is equivalent to the stated price of the product, net of any variable consideration for items such as sales returns, discounts, rebates and other sales incentives.

The Company recognizes sales at a point in time upon transferring control of its product to the customer.

This typically occurs when products are shipped or delivered, depending on when risks of loss and title have passed to the customer per the terms of the contract.

Taxes imposed by governmental authorities on the Company’s revenue, such as sales taxes and value added taxes, are excluded from net sales.

Sales commissions are paid to certain third-parties based upon specific sales levels achieved during a defined time period.

Since the Company’s contracts related to these sales commissions do not exceed one year, the Company has elected as a practical expedient to expense these payments as incurred.

The Company also elected the practical expedient related to shipping and handling fees which allows the Company to account for freight costs as fulfillment activities instead of assessing such activities as performance obligations.

The Company’s freight costs are sometimes paid by the customer, while other times, the freight costs are included in the sales price.

The Company does not account for freight costs as a separate performance obligation, but rather as an activity performed to transfer the products to its customers.

Variable Consideration – Sales Incentives

In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment related to variable consideration to determine the net consideration to which the Company expects to be entitled.

2 unchanged sentences

The Company reviews its assumptions and adjusts these estimates accordingly on a quarterly basis.

Rebates and Other Discounts

The Company offers various on-going trade promotion programs with customers and provides other discounts to customers that require management to estimate and accrue for the expected costs of such programs or discounts.

These programs include cooperative marketing, volume-based discounts, shelf price reductions, consideration and allowances given to retailers for shelf space and/or favorable display positions in their stores and other promotional activities.

Other discounts include items such as charges from customers for services they provide related to the sale of WD-40 Company products and penalties/fees associated with WD-40 Company failing to adhere to contractual obligations (e.g., errors on purchase orders, errors on shipment, late deliveries, etc.).

Costs related to rebates, cooperative advertising and other promotional activities and other discounts are recorded as a reduction to sales upon delivery of the Company’s products to its customers.

The Company offers certain of its customers a cash discount program to incentivize them to pay the invoice earlier than the normal payment date on the invoice.

Although payment terms vary, most customers typically pay within 30 to 90 days of invoicing.

Coupon costs are based upon historical redemption rates and are recorded as a reduction to sales as incurred, which is when the coupons are circulated.

Coupon redemption liabilities, which are included in accrued liabilities on the Company’s consolidated balance sheets, were not significant at August 31, 2023 and 2022.

Coupons recorded as a reduction to sales were not significant during fiscal years 2023 and 2022, respectively.

Sales Returns

The Company recognizes revenue net of allowances for estimated returns, which is generally based on historical return rates, with a corresponding reduction to cost of products sold.

Although the Company typically does not have definitive sales return provisions included in the contract terms with its customers, when such provisions have been included, they have not been significant.

The Company presents its provision for sales returns on a gross basis as a liability.

The Company’s refund liability for sales returns is included in accrued liabilities and represents the amount expected to be owed to the customers for product returns.

Contract Balances

Contract liabilities consist of deferred revenue related to undelivered products.

Deferred revenue is recorded when payments have been received from customers for undelivered products.

Revenue is subsequently recognized when revenue recognition criteria are met, generally when control of the product transfers to the customer.

Contract liabilities are recorded in accrued liabilities on the Company’s consolidated balance sheets.

Contract assets are recorded if the Company has satisfied a performance obligation but does not yet have an unconditional right to consideration.

The Company has an unconditional right to payment for its trade and other accounts receivable on the Company’s consolidated balance sheets.

Cost of Products Sold

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The Company is required to make assertions on whether its foreign subsidiaries will invest their undistributed earnings indefinitely and these assertions are based on the capital needs of the foreign subsidiaries.

Generally, unremitted earnings of the

Company’s foreign subsidiaries are not considered to be indefinitely reinvested.

Generally, unremitted earnings of the Company’s foreign subsidiaries are not considered to be indefinitely reinvested.

However, there is an exception regarding specific statutory remittance restrictions imposed on the Company’s China subsidiary.

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Gains or losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity’s functional currency) are included as other income in the Company’s consolidated statements of operations.

The Company had $ 1.1 million and $ 0.3 million in net losses, and $ 0.4 million of net gains in foreign currency transactions in fiscal years 2022, 2021 and 2020, respectively.

The Company had $ 0.5 million in net gains and $ 1.1 million in net losses in foreign currency transactions in fiscal years 2023 and 2022, respectively.

The Company’s net losses in foreign currency transactions were not significant in fiscal year 2021.

In the normal course of business, the Company employs established policies and procedures to manage its exposure to fluctuations in foreign currency exchange rates.

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Foreign currency forward contracts are carried at fair value, with net realized and unrealized gains and losses recognized in other income (expense), net in the Company’s consolidated statements of operations.

Cash flows from settlements of foreign currency forward contracts are included in operating activities in the consolidated statements of cash flows.

Cash flows from settlements of

foreign currency forward contracts are included in operating activities in the consolidated statements of cash flows.

Foreign currency forward contracts in an asset position at the end of the reporting period are included in other current assets, while foreign currency forward contracts in a liability position at the end of the reporting period are included in accrued liabilities in the Company’s consolidated balance sheets.

At August 31, 2023, the Company had a notional amount of $ 2.6 million outstanding in foreign currency forward contracts, which matured in September 2023.

Unrealized net gains and losses related to foreign currency forward contracts were no t significant at August 31, 2022 or 2021.

Realized net losses related to foreign currency forward contracts were no t significant for the fiscal years ended August 31, 2022 and 2021.

Unrealized net gains and losses related to foreign currency forward contracts were not significant at August 31, 2023 or 2022.

Realized net losses related to foreign currency forward contracts were not significant for the fiscal years ended August 31, 2023 and 2022.

Both unrealized and realized net gains and losses are recorded in other income on the Company’s consolidated statements of operations.

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The Company calculates EPS using the two-class method, which provides for an allocation of net income between common stock and other participating securities based on their respective participation rights to share in dividends.

Basic EPS is calculated by dividing net income available to common shareholders for the period by the weighted-average number of common shares outstanding during the period.

Net income available to common shareholders for the period includes dividends paid to common shareholders during the period plus a proportionate share of undistributed net income allocable to common shareholders for the period;

the proportionate share of undistributed net income allocable to common shareholders for the period is based on the proportionate share of total weighted-average common shares and participating securities outstanding during the period.

Diluted EPS is calculated by dividing net income available to common shareholders for the period by the weighted-average number of common shares outstanding during the period increased by the weighted-average number of potentially dilutive common shares (dilutive securities) that were outstanding during the period if the effect is dilutive.

Basic EPS is calculated by dividing net income available to common stockholders for the period by the weighted-average number of common shares outstanding during the period.

Net income available to common stockholders for the period includes dividends paid to common stockholders during the period plus a proportionate share of undistributed net income allocable to common stockholders for the period;

the proportionate share of undistributed net income allocable to common stockholders for the period is based on the proportionate share of total weighted-average common shares and participating securities outstanding during the period.

Diluted EPS is calculated by dividing net income available to common stockholders for the period by the weighted-average number of common shares outstanding during the period increased by the weighted-average number of potentially dilutive common shares (dilutive securities) that were outstanding during the period if the effect is dilutive.

Dilutive securities are comprised of various types of stock-based equity awards granted under the Company’s prior and current equity incentive plans.

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Stock-based equity awards are measured at the estimated grant date fair value and expensed on a straight-line basis, net of forfeitures recognized as they occur, over the requisite service period.

The requisite service period of employee awards generally ranges from about one to three years, although awards of certain employees

may have shorter requisite service periods as a result of retirement, death and disability provisions.

Director awards vest immediately at the grant date.

The requisite service period of employee awards generally ranges from about one to three years , although awards of certain employees may have shorter requisite service periods as a result of retirement, death and disability provisions.

Nonemployee director awards vest immediately at the grant date.

Compensation expense related to the Company’s stock-based equity awards is recorded as selling, general and administrative expenses in the Company’s consolidated statements of operations.

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Segment Information

The Company discloses certain information about its business segments, which are determined consistent with the way the Company’s Chief Operating Decision Maker organizes and evaluates financial information internally for making operating decisions and assessing performance.

decisions and assessing performance.

In addition, the Chief Operating Decision Maker assesses and measures revenue based on product groups.

Recently Adopted Accounting Standards

In December 2019, the FASB issued ASU No.

2019-12, “ Simplifying the Accounting for Income Taxes ” under ASC 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amended existing guidance to improve consistent application.

This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year.

The Company adopted this new guidance on September 1, 2021 , and the adoption of this guidance did not have a material impact on its consolidated financial statements and related disclosures

Inventories consisted of the following (in thousands):

2023 August 31,

Product held at third-party contract manufacturers $ 6,680 $ 7,915

2 unchanged sentences

Finished goods 67,421 81,353

Total $ 86,522 $ 104,101

Property and Equipment and Capitalized Cloud-Based Software Implementation Costs

Property and equipment, net, consisted of the following (in thousands):

2023 August 31,

Machinery, equipment and vehicles $ 49,804 $ 44,533

4 unchanged sentences

Capital in progress 7,937 10,135

Land 4,220 4,240

Subtotal 109,971 104,883

accumulated depreciation and amortization ( 43,180 ) ( 38,906 )

At August 31, 2021, capital in progress on the Company’s consolidated balance sheets included $ 30.3 million associated with capital costs related to proprietary machinery and equipment for the Company’s next generation of delivery systems for its WD-40 Smart Straw ® products.

During fiscal year 2022, $ 22.1 million of this machinery and equipment was placed in service and thus the Company reclassified these amounts from capital in progress to machinery, equipment and vehicles.

Total $ 66,791 $ 65,977

As of August 31, 2023 and 2022, the Company’s consolidated balance sheets included $ 11.0 million and $ 6.5 million, respectively, of capitalized cloud-based implementation costs recorded as other assets within the Company’s consolidated balance sheets.

Accumulated amortization associated with these assets were $ 0.5 million as of August 31, 2022, and were no t significant as of August 31, 2021.

Amortization expense associated with these assets were no t significant during the fiscal years 2022 or 2021.

These balances primarily consist of capitalized costs related to the new cloud-based enterprise resource planning system which the Company is in the process of implementing.

Accumulated amortization associated with these assets was $ 0.7 million as of August 31, 2023, and was $ 0.5 million as of August 31, 2022.

Amortization expense associated with these assets was not significant during the fiscal years 2023 or 2022.

Goodwill and Other Intangible Assets

The following table summarizes the changes in the carrying amounts of goodwill by segment (in thousands):

Americas EMEA Asia-Pacific Total

Balance as of August 31, 2021 $ 85,476 9,184 1,209 95,869

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The Company also concluded that there were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill subsequent to December 1, 2022 through August 31, 2023.

As a result, the Company concluded that no impairment of its goodwill existed as of August 31, 2022.To date, there have been no impairment losses identified and recorded related to the Company’s goodwill .

As a result, the Company concluded that no impairment of its goodwill existed as of August 31, 2023.

To date, there have been no impairment losses identified and recorded related to the Company’s goodwill.

Definite-lived Intangible Assets

1 unchanged sentence

The following table summarizes the definite-lived intangible assets and the related accumulated amortization (in thousands):

2023 August 31,

Gross carrying amount $ 35,877 $ 35,166

2 unchanged sentences

There has been no impairment charge for the period ended August 31, 2023 and there were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its existing definite-lived intangible assets.

The Company’s review of events and circumstances included consideration of the ongoing COVID-19 pandemic.

Changes in the carrying amounts of definite-lived intangible assets by segment are summarized below (in thousands):

Americas EMEA Asia-Pacific Total

Balance as of August 31, 2021 $ 5,495 1,749 - $ 7,244

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The Company leases real estate for its regional sales offices, a research and development facility, and offices located at its international subsidiaries and branch locations.

In addition, the Company leases an automobile fleet in the United States.

The Company has also identified warehouse leases within certain third-party distribution center service contracts.

The Company also leases an automobile fleet in the United States.

In addition, the Company has identified warehouse leases within certain third-party distribution center service contracts and a lease of a blending room within a third-party manufacturing contract.

All other leases are insignificant to the Company’s consolidated financial statements.

The Company records right-of-use assets and lease liabilities on its consolidated balance sheets for leases with an expected term greater than one year.

The lease term includes the committed lease term, also taking into account early termination and renewal options that management is reasonably certain to exercise.

For leases that do not have a readily determinable implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments.

The Company’s estimated secured incremental borrowing rate is determined using a portfolio approach based on the rate of interest the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term.

The Company uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate in the currency of the lease.

As of August 31, 2021 and 2022, finance leases were not significant and all leases recorded on the Company’s consolidated balances sheets were operating leases.

Residual value guarantees, restrictions, covenants, sublease income, net gains or losses from sale and leaseback transactions, and transactions with related parties associated with leases are also not significant.

The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to:

(i) not separate lease components from nonlease components for real estate – office buildings, machinery and equipment, lab equipment, office equipment, furniture and fixtures, and IT equipment;

and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the consolidated balance sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

However, the Company had no significant short-term leases as of August 31, 2022.

The Company obtained additional right-of-use assets of $ 2.2 million in exchange for lease obligations related to renewals of existing leases during fiscal year 2022.

The Company recorded $ 2.0 million and $ 2.1 million in lease expense during the fiscal years ended August 31, 2022 and 2021, respectively.

This lease expense was included in selling, general and administrative expenses.

The Company recorded $ 0.3 million of lease expense classified within cost of products sold for the fiscal year ended August 31, 2022, and $ 0.6 million for the fiscal year ended August 31, 2021.

During the fiscal year ended August 31, 2022 and 2021, the Company paid cash of $ 2.1 million and $ 2.0 million related to lease liabilities, respectively.

Variable lease expense under the Company’s lease agreements was not significant for both the fiscal years ended August 31, 2022 and 2021.

As of August 31, 2022, the weighted-average remaining lease term was 6.5 years and the weighted-average discount rate was 3.1 % for the Company’s operating leases.

As of August 31, 2021, the weighted-average remaining lease term was 6.7 years and the weighted-average discount rate was 2.8 % for the Company’s operating leases.

The Company had approximately $ 1.2 million of leases that commenced after August 31, 2022 that created rights and obligations to the Company.

These leases are not included in the following schedules.

Right-of-use assets and lease liabilities consisted of the following (in thousands):

2023 August 31,

Operating lease right-of-use assets $ 7,820 $ 7,559

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Fiscal year 2028 798

Thereafter 2,051

Total undiscounted future cash flows $ 8,906

Interest ( 930 )

Present value of lease liabilities $ 7,976

The Company recorded $ 2.1 million and $ 2.0 million in lease expense during the fiscal years ended August 31, 2023 and 2022, respectively.

This lease expense was included in selling, general and administrative expenses.

The Company recorded $ 0.5 million of lease expense classified within cost of products sold for the fiscal year ended August 31, 2023, and $ 0.3 million for the fiscal year ended August 31, 2022.

During the fiscal year ended August 31, 2023 and 2022, the Company paid cash of $ 2.4 million and $ 2.1 million related to lease liabilities, respectively.

Variable lease expense under the Company’s lease agreements was not significant for both the fiscal years ended August 31, 2023 and 2022.

As of August 31, 2023, the weighted-average remaining lease term was 5.9 years and the weighted-average discount rate was 3.4 % for the Company’s operating leases.

As of August 31, 2022, the weighted-average remaining lease term was 6.5 years and the weighted-average discount rate was 3.1 % for the Company’s operating leases.

The Company had $ 3.8 million of prepaid deposits for a future right to use a blending facility recorded in other current assets on the Company’s consolidated balance sheets as of August 31, 2023, which converted to an ROU asset after August 31, 2023.

In addition, the Company had approximately $ 1.6 million of leases that commenced after August 31, 2023 that created rights and obligations to the Company.

These leases are not included in the preceding schedules.

The Company had no significant short-term leases as of August 31, 2023.

The Company obtained additional ROU assets of $ 1.7 million in exchange for lease obligations related to renewals of existing leases during fiscal year 2023.

As of August 31, 2023 and 2022, finance leases were not significant and all leases recorded on the Company’s consolidated balances sheets were operating leases.

Accrued and Other Liabilities

Accrued liabilities consisted of the following (in thousands):

2023 August 31,

Accrued advertising and sales promotion expenses $ 14,472 $ 13,563

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Short-term operating lease liability 2,144 1,703

Other 4,290 3,933

Total $ 30,000 $ 27,161

Accrued payroll and related expenses consisted of the following (in thousands):

2023 August 31,

Accrued incentive compensation $ 6,698 $ 2,524

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Accrued payroll taxes 1,650 1,779

Other 515 521

Total $ 16,722 $ 11,583

As of August 31, 2023, the Company held borrowings under two separate agreements as detailed below.

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The Company holds borrowings under its Note Purchase and Private Shelf Agreement, as amended (the “Note Agreement”) by and among the Company, PGIM, Inc.

(“Prudential”), and certain affiliates and managed accounts of Prudential (the “Note Purchasers”).

(“Prudential”), and certain affiliates and managed accounts of

Prudential (the “Note Purchasers”).

As of August 31, 2023, the Company had outstanding balances on its series A, B and C notes issued under this Note Agreement.

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On November 29, 2021, the Company entered into its most recent amendment to the Credit Agreement (the “LIBOR Amendment”) with Bank of America, N.A.

The LIBOR Amendment changed the Company’s index rates under the Credit Agreement for British Pound Sterling and U.S.

The LIBOR Amendment changed the Company’s index rates under the Credit Agreement for Pound Sterling and U.S.

Dollar borrowings from the London Interbank Offered Rate as administered by ICE Benchmark Administration to the Sterling Overnight Index Average Reference Rate and the Bloomberg Short-term Bank Yield Index rate, respectively, as well as certain definitions and clarifications within the Credit Agreement to accommodate the change in index rates.

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Short-term and long-term borrowings under the Company’s Credit Agreement and Note Agreement consisted of the following (in thousands):

(calendar year)

Issuance Maturities

(calendar year) August 31,

2023 August 31,

Credit Agreement – revolving credit facility (1)(3)

Various 9/30/2025 52,943 $ 77,912

Note Agreement

Series A Notes – 3.39 % fixed rate (2)

11/15/2017 2023-2032

15,600 16,400

Series B Notes – 2.50 % fixed rate (3)

9/30/2020 11/15/2027 26,000 26,000

Series C Notes – 2.69 % fixed rate (3)

9/30/2020 11/15/2030 26,000 26,000

Total borrowings 120,543 146,312

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Outstanding draws for which management has both the ability and intent to refinance with successive short-term borrowings for a period of at least twelve months are classified as long-term.

As of August 31, 2022, $ 39.5 million on this facility is classified as long-term and is denominated in Euros and Pound Sterling.

As of August 31, 2023, $ 42.9 million on this facility is classified as long-term and is denominated in Euros and Pounds Sterling.

$ 10.0 million is classified as short-term and is denominated entirely in U.S.

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Both the Note Agreement and the Credit Agreement contain representations, warranties, events of default and remedies, as well as affirmative, negative and other financial covenants customary for these types of agreements.

These covenants include, among other things, certain limitations on the ability of the Company and its subsidiaries to incur indebtedness, create liens, dispose of assets, make investments, declare, make or incur obligations to make certain restricted payments, including the payment of dividends and payments for the repurchase of the Company’s capital stock and enter into certain merger or consolidation transactions.

These covenants include, among other things, certain limitations on the ability of the Company and its subsidiaries to incur indebtedness, create liens, dispose of assets, make investments, declare, make or incur obligations to make certain restricted payments, including payments for the repurchase of the Company’s capital stock and enter into certain merger or consolidation transactions.

The Credit Agreement includes, among other limitations on indebtedness, a $ 125.0 million limit on other unsecured indebtedness.

Each agreement also includes a most favored lender provision which requires that any time any other lender has the benefit of one or more financial or operational covenants that is different than, or similar to, but more restrictive than those contained in its own agreement, those covenants shall be immediately and automatically incorporated by reference to the other lender’s agreement.

Both the Note Agreement and the Credit Agreement require the Company to adhere to the same financial covenants.

Both the Note Agreement and the Credit Agreement require the Company to adhere to the same

financial covenants.

For the financial covenants, the definition of consolidated EBITDA includes the add back of non-cash stock-based compensation to consolidated net income when arriving at consolidated EBITDA.

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Share Repurchase Plan

On April 8, 2020, the Company elected to suspend repurchases under its previously approved share buy-back plan, which subsequently expired on August 31, 2020.

The Company made this election in order to preserve cash while it continued to monitor the long-term impacts of the COVID-19 pandemic.

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.

On October 12, 2021, the Company’s Board approved a share repurchase plan (the “2021 Repurchase Plan”).

Under the 2021 Repurchase Plan, which became effective on November 1, 2021, the Company was authorized to acquire up to $ 75.0 million of its outstanding shares through August 31, 2023.

During fiscal year 2023, the Company repurchased 55,920 shares at an average price of $ 186.09 per share, for a total cost of $ 10.4 million.

Throughout the course of the 2021 Repurchase Plan, the Company repurchased 194,482 shares at an average price of $ 203.42 per share, for a total cost of $ 39.6 million.

On June 19, 2023, the Company’s Board approved a share repurchase plan (the “2023 Repurchase Plan”).

Under the 2023 Repurchase Plan, which became effective on September 1, 2023, the Company is authorized to acquire up to $ 50.0 million of its outstanding shares through August 31, 2025.

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 fiscal year 2022, the Company repurchased 138,562 shares at an average price of $ 210.39 per share, for a total cost of $ 29.2 million under this $ 75.0 million plan.

Earnings per Common Share

The table below reconciles net income to net income available to common shareholders (in thousands):

The table below reconciles net income to net income available to common stockholders (in thousands):

Fiscal Year Ended August 31,

2023 2022 2021

Net income $ 65,993 $ 67,329 $ 70,229

Net income allocated to participating securities ( 272 ) ( 251 ) ( 277 )

Net income available to common shareholders

Net income available to common stockholders $ 65,721 $ 67,078 $ 69,952

The table below summarizes the weighted-average number of common shares outstanding included in the calculation of basic and diluted EPS (in thousands):

Fiscal Year Ended August 31,

2023 2022 2021

Weighted-average common shares outstanding, basic 13,578 13,668 13,698

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For the fiscal year ended August 31, 2023, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 4,551 were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.

There were no anti-dilutive stock-based equity awards outstanding for the fiscal year ended August 31, 2021.

For the fiscal year ended August 31, 2022, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 8,724 were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.

Revenue Recognition

The following paragraphs detail the Company’s revenue recognition policies and provide additional information used in its determination of net sales and contract balances under ASC 606.

Disaggregation of Revenue

The following table presents our revenues by segment and major source (in thousands):

Fiscal Year Ended August 31, 2022:

Fiscal Year Ended August 31, 2021:

There were no anti-dilutive stock-based equity awards outstanding for the fiscal year ended August 31, 2021.

The following table presents the Company’s revenues by segment and major source (in thousands):

Fiscal Year Ended August 31, 2023 Fiscal Year Ended August 31, 2022

Americas EMEA Asia-Pacific Total Americas EMEA Asia-Pacific Total

Maintenance products $ 250,348 $ 181,501 $ 71,709 $ 503,558 $ 223,470 $ 196,524 $ 65,332 $ 485,326

16,424 9,317 7,956 33,697 16,763 8,164 8,567 33,494

Total net sales $ 266,772 $ 190,818 $ 79,665 $ 537,255 $ 240,233 $ 204,688 $ 73,899 $ 518,820

(1) Homecare and cleaning products (“HCCP”)

Revenue Recognition

The Company generates revenue from sales of its products to customers in its Americas, EMEA and Asia-Pacific segments.

Product sales for the Company include maintenance products and homecare and cleaning products.

The Company recognizes revenue related to the sale of these products when it satisfies a performance obligation in an amount reflecting the consideration to which it expects to be entitled.

Sales are recorded net of allowances for damaged goods and other sales returns, sales incentives, trade promotions and cash discounts.

The Company applies a five-step approach in determining the amount and timing of revenue to be recognized which includes the following:

In the absence of a specific sales agreement with a customer, the Company’s standard terms and conditions at the time of acceptance of purchase orders apply to the sales transaction.

The Company considers the customer purchase orders, governed by specific sales agreements or the Company’s standard terms and conditions, to be the contract with the customer.

The Company considers each transaction to sell products as separate and distinct, with no additional promises made, and as a result, all of the Company's sales are single performance obligation arrangements for which the transaction price is equivalent to the stated price of the product, net of any variable consideration for items such as sales returns, discounts, rebates and other sales incentives.

The Company recognizes sales at a point in time upon transferring control of its product to the customer.

This typically occurs when products are shipped or delivered, depending on when risks of loss and title have passed to the customer per the terms of the contract.

Taxes imposed by governmental authorities on the Company's revenue, such as sales taxes and value added taxes, are excluded from net sales.

Sales commissions are paid to certain third-parties based upon specific sales levels achieved during a defined time period.

Since the Company’s contracts related to these sales commissions do not exceed one year, the Company has elected as a practical expedient to expense these payments as incurred.

The Company’s freight costs are sometimes paid by the customer, while other times, the freight costs are included in the sales price.

The Company does not account for freight costs as a separate performance obligation, but rather as an activity performed to transfer the products to its customers.

Variable Consideration - Sales Incentives

The Company records estimates of variable consideration, which primarily includes rebates/other discounts (cooperative marketing programs, volume-based discounts, shelf price reductions and allowances for shelf space, charges from customers for services they provided to us related to the sale and penalties/fines charged to us by customers associated with failing to adhere to contractual obligations), coupon offers, cash discount allowances, and sales returns, as a reduction of sales in its consolidated statements of operations.

The Company reviews its assumptions and adjusts these estimates accordingly on a quarterly basis.

Rebates/Other Discounts — The Company offers various on-going trade promotion programs with customers and provides other discounts to customers that require management to estimate and accrue for the expected costs of such programs or discounts.

Costs related to rebates, cooperative advertising and other promotional activities and other discounts are recorded as a reduction to sales upon delivery of the Company ’ s products to its customers.

The Company had a $ 8.7 million and $ 8.4 million balance in rebate/other discount liabilities as of August 31, 2022 and 2021, respectively, which are included in accrued liabilities on the Company ’ s consolidated balance sheets.

The Company recorded approximately $ 33.3 million and $ 32.8 million in rebates/other discounts as a reduction to sales during fiscal years 2023 and 2022, respectively.

Coupons — Coupon costs are based upon historical redemption rates and are recorded as a reduction to sales as incurred, which is when the coupons are circulated.

Coupon redemption liabilities, which are included in accrued liabilities on the Company’s

consolidated balance sheets, were not significant at August 31, 2022 and 2021.

Coupons recorded as a reduction to sales were not significant during fiscal years 2022 and 2021, respectively.

Cash discounts — The Company offers certain of its customers a cash discount program to incentivize them to pay the invoice earlier than the normal payment date on the invoice.

Although payment terms vary, most customers typically pay within 30 to 90 days of invoicing.

The Company had a $ 0.5 million balance in the allowance for cash discounts at both August 31, 2022 and 2021.

The Company recorded approximately $ 5.2 million and $ 4.9 million in cash discounts as a reduction to sales during fiscal year 2022 and 2021, respectively .

Sales returns — The Company recognizes revenue net of allowances for estimated returns, which is generally based on historical return rates, with a corresponding reduction to cost of products sold.

The Company presents its provision for sales returns on a gross basis as a liability.

The Company ’ s refund liability for sales returns is included in accrued liabilities and represents the amount expected to be owed to the customers for product returns.

The Company’s refund liability for sales returns was $ 0.4 million at August 31, 2022 and was $ 0.5 million at August 31, 2021.

The Company also records an asset for the value of inventory that represents the right to recover products from customers associated with sales returns.

The value of this inventory is recorded to other current assets and the balance in this account associated with product returns was not significant at August 31, 2022 and August 31, 2021.

Contract Balances

Contract liabilities consist of deferred revenue related to undelivered products.

Deferred revenue is recorded when payments have been received from customers for undelivered products.

Revenue is subsequently recognized when revenue recognition criteria are met, generally when control of the product transfers to the customer.

The Company had contract liabilities of $ 5.0 million and $ 3.7 million as of August 31, 2022 and 2021, respectively.

The Company had a $ 11.1 million and $ 8.7 million balance in rebate/other discount liabilities as of August 31, 2023 and 2022, respectively, which are included in accrued liabilities on the Company’s consolidated balance sheets.

The Company recorded approximately $ 5.6 million and $ 5.2 million in cash discounts as a reduction to sales during fiscal years 2023 and 2022, respectively.

The Company had a $ 0.6 million and $ 0.5 million balance in the allowance for cash discounts as of August 31, 2023 and 2022, respectively.

The Company had contract liabilities, which consist of deferred revenue related to undelivered products, of $ 4.6 million and $ 5.0 million as of August 31, 2023 and 2022, respectively.

All of the $ 5.0 million that was included in contract liabilities as of August 31, 2022 was recognized to revenue during fiscal year 2023.

These contract liabilities are recorded in accrued liabilities on the Company ’ s consolidated balance sheets.

The Company did no t have any contract assets as of August 31, 2022 and August 31, 2021.

Contract assets are recorded if the Company has satisfied a performance obligation but does not yet have an unconditional right to consideration.

The Company did not have any contract assets as of August 31, 2023 and 2022.

The Company has an unconditional right to payment for all trade and other accounts receivable on the Company’s consolidated balance sheets.

The Company’s refund liability for sales returns was not significant as of August 31, 2023 and 2022.

The Company records an amount to other current assets for the value of inventory that represents the right to recover products from customers associated with sales returns, which was not significant as of August 31, 2023 and 2022.

Commitments and Contingencies

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The Company has ongoing relationships with various suppliers (contract manufacturers) that manufacture the Company’s products, and third-party distribution centers that warehouse and ship the Company’s products to customers.

The contract manufacturers maintain title and control of certain raw materials and components, materials utilized in finished products, and of the finished products themselves until shipment to the Company’s customers or third-party distribution centers in accordance with agreed upon shipment terms.

The contract manufacturers maintain title and control of certain raw materials and components, materials utilized in finished products, and the finished products themselves until shipment to the Company’s third-party distribution centers or customers in accordance with agreed-upon shipment terms.

Although the Company has definitive minimum purchase obligations included in the contract terms with certain of its contract manufacturers, when such obligations have been included, they have either been immaterial or the minimum amounts have been such that they are well below the volume of goods that the Company has historically purchased.

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As of August 31, 2023, there were no unasserted claims or pending proceedings for claims against the Company that the Company believes will result in a probable loss.

As to claims that the Company believes may result in a reasonably possible loss, the Company believes that no reasonably

possible outcome of any such claim will have a materially adverse impact on the Company’s financial condition, results of operations or cash flows.

As to claims that the Company believes may result in a reasonably possible loss, the Company believes that no reasonably possible outcome of any such claim will have a materially adverse impact on the Company’s financial condition, results of operations or cash flows.

Indemnifications

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Fiscal Year Ended August 31,

2023 2022 2021

United States $ 49,871 $ 47,427 $ 40,949

35,292 36,681 45,550

Income before income taxes $ 85,163 $ 84,108 $ 86,499

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Fiscal Year Ended August 31,

2023 2022 2021

Federal $ 9,973 $ 7,487 $ 5,871

State 1,039 861 1,007

Foreign 9,023 8,114 10,944

Total current 20,035 16,462 17,822

United States ( 806 ) 6 ( 1,201 )

Foreign ( 59 ) 311 ( 351 )

Total deferred ( 865 ) 317 ( 1,552 )

1 unchanged sentence

Deferred tax assets and deferred tax liabilities consisted of the following (in thousands):

2023 August 31,

Deferred tax assets:

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Reserves and accruals 1,436 1,178

Research and development expenses 1,125 -

Stock-based compensation expense 2,394 2,366

Lease Accounting

Uncertain tax positions and related interest 991 560

Uniform capitalization 2,383 2,657

Tax credit carryforwards 3,918 3,512

Other 2,673 2,630

Total gross deferred tax assets 16,030 13,784

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Amortization of tax goodwill and intangible assets ( 15,415 ) ( 14,931 )

Lease Accounting

Other ( 1,544 ) ( 952 )

Total deferred tax liabilities ( 21,174 ) ( 20,005 )

Net deferred tax liabilities $ ( 9,104 ) $ ( 9,849 )

The Company had state net operating loss (“NOL”) carryforwards of $ 5.3 million and $ 4.5 million as of August 31, 2022 and 2021, respectively, which generated a net deferred tax asset of $ 0.4 million and $ 0.3 million as of August 31, 2022 and 2021, respectively.

The Company had state net operating loss (“NOL”) carryforwards of $ 5.3 million as of August 31, 2023 and 2022, which generated a net deferred tax asset of $ 0.4 million as of August 31, 2023 and 2022.

The state NOL carryforwards, if unused, will expire between fiscal year 2024 and 2043.

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Fiscal Year Ended August 31,

2023 2022 2021

Amount computed at U.S.

statutory federal tax rate $ 17,884 $ 17,662 $ 18,165

State income taxes, net of federal tax benefits

Effect of foreign operations 1,583 317 629

Net benefit from GILTI/FDII ( 2,071 ) ( 2,002 ) ( 1,764 )

Benefit from stock compensation

Expense (benefit) from stock compensation 538 ( 204 ) ( 1,813 )

Uncertain tax positions and related interest 1,377 273 222

Other ( 141 ) 733 831

Provision for income taxes $ 19,170 $ 16,779 $ 16,270

The provision for income taxes was 22.5 % and 19.9 % of income before income taxes for the fiscal years ended August 31, 2023 and 2022, respectively.

The increase in the effective income tax rate from period to period was primarily due to an increase in nondeductible performance-based compensation expense.

The increase in the effective income tax rate from period to period was primarily due to higher tax rates in certain foreign jurisdictions, as well as tax shortfalls from the settlements of stock-based equity awards and increases in interest expense related to uncertain tax positions.

The increase was partially offset by a decrease in nondeductible performance-based compensation expense.

Reconciliations of the beginning and ending amounts of the Company’s gross unrecognized tax benefits, excluding interest and penalties, are as follows (in thousands):

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Unrecognized tax benefits – end of fiscal year $ 9,275 $ 9,251

Gross unrecognized tax benefits totaled $ 9.3 million for both the fiscal years ended August 31, 2022 and 2021, of which $ 9.1 million in both fiscal years ended August 31, 2022 and 2021, would affect the Company’s effective income tax rate if recognized.

Interest and penalties related to uncertain tax positions included in tax expense was $ 0.3 million for both fiscal years ending August 31, 2022 and 2021, primarily related to the toll tax liability reserve.

Gross unrecognized tax benefits totaled $ 9.3 million for the fiscal years ended August 31, 2023 and 2022 of which $ 9.1 million would affect the Company’s effective income tax rate if recognized.

Interest and penalties related to uncertain tax positions included in tax expense was $ 1.8 million for fiscal year ending August 31, 2023 and $ 0.3 million for fiscal year ending August 31, 2022, primarily related to the toll tax liability reserve.

The total balance of accrued interest and penalties related to uncertain tax positions was $ 3.4 million and $ 1.6 million for the fiscal years ended August 31, 2023 and 2022, respectively.

Total unrecognized tax benefits including interest were $ 12.7 million and $ 10.9 million as of August 31, 2023 and 2022, respectively, and are recorded in other long-term liabilities in the Company’s consolidated balance sheets.

The Company is subject to taxation in the U.S.

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Audit outcomes and the timing of settlements are subject to significant uncertainty.

Income taxes receivable of $ 5.0 million and $ 1.9 are recorded in the Company’s consolidated balance sheets as of August 31, 2022 and 2021, respectively.

Income taxes receivable of $ 1.1 million and $ 5.0 million are recorded in the Company’s consolidated balance sheets as of August 31, 2023 and 2022, respectively.

Income taxes receivable are included in other current assets, which also consists of miscellaneous prepaid expenses and deposits.

Stock-based Compensation

As of August 31, 2022, the Company had one stock incentive plan, the WD-40 Company 2016 Stock Incentive Plan (“2016 Plan”), which was approved by the Company’s shareholders effective as of December 13, 2016.

The 2016 Plan permits the granting of various stock-based equity awards, including non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards to employees, directors and consultants.

As of August 31, 2023, the Company had one stock incentive plan, the WD-40 Company 2016 Stock Incentive Plan (the “2016 Plan”), which was approved by the Company’s stockholders effective as of December 13, 2016.

based awards to employees, directors and consultants.

To date through August 31, 2023, the Company had granted awards of restricted stock units (“RSUs”), market share units (“MSUs”), deferred performance units (“DPUs”) and performance share units (“PSUs”) under the 2016 Plan.

Additionally, as of August 31, 2022, there were still certain outstanding awards which had been granted under the Company’s prior equity incentive plan.

Additionally, as of August 31, 2023, there were still certain outstanding awards which had been granted under the Company’s prior stock incentive plan.

The 2016 Plan is administered by the Board of Directors (the “Board”) or the Compensation Committee or other designated committee of the Board (the “Committee”).

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The Company has historically issued new authorized shares not previously issued upon the settlement of the various stock-based equity awards under its equity incentive plans.

Vesting of the RSUs granted to directors is immediate, with shares to be issued pursuant to the vested RSUs upon termination of each director’s service as a director of the Company.

Vesting of the one-time grant of RSUs granted to certain key executives of the Company in March 2008 in settlement of these key executives’ benefits under the Company’s supplemental employee retirement plan agreements was over a period of three years from the date of grant, with shares to be issued pursuant to the vested RSUs six months following the day after each executive officer’s termination of employment with the Company.

Vesting of the RSUs granted to nonemployee directors is immediate, with shares to be issued pursuant to the vested RSUs upon termination of each nonemployee director’s service as a director of the Company.

Vesting of the RSUs granted to certain high level employees is over a period of three years from the date of grant, subject to potential earlier vesting in the event of retirement of the holder of the award in accordance with the award agreement, with shares to be issued pursuant to the vested RSUs at the time of vest.

The director RSU holders and the executive officer March 2008 grant date RSU holders are entitled to receive dividend equivalents with respect to their RSUs, payable in cash as and when dividends are declared by the Company’s Board of Directors.

The nonemployee director RSU holders and the executive officer March 2008 grant date RSU holders are entitled to receive dividend equivalents with respect to their RSUs, payable in cash as and when dividends are declared by the Board.

Vesting of the MSUs granted to certain high level employees follows a performance measurement period of three fiscal years commencing with the Company’s fiscal year in which the MSU awards are granted (the “Measurement Period”).

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During fiscal year 2021, PSU awards were granted for the first time under the 2016 Plan in October 2020 and granting of new DPUs was discontinued by the Company.

No DPUs were granted in fiscal year 2021.

No DPUs were granted in or after fiscal year 2021.

Although certain vested DPU awards granted in prior periods remain outstanding due to a deferred settlement feature contained within these award agreements, the expense associated with these awards has been fully recognized in prior periods.

Many features of the Company’s PSU award agreements are similar to the discontinued DPU awards with the exception of the timing and terms of issuances.

Vested DPUs contain a deferred settlement feature wherein the awards must be held until termination of employment, prior to which the recipients are entitled to dividend equivalents, with vested shares to be issued six months following each such recipient’s termination of employment with the Company.

Vested PSUs are issuable prior to termination of employment but contain a period of restriction, wherein the recipient cannot sell or otherwise dispose of the stock until six months following termination of employment with the Company.

Vested PSUs are issuable prior to separation from service but contain a period of restriction, wherein the recipient cannot sell or otherwise dispose of the stock until six months following separation from service from the Company.

Vesting of the PSUs granted to certain high level employees follows a performance measurement period of one fiscal year that is the same fiscal year in which the PSU awards are granted (the “Measurement Year”).

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Fiscal Year Ended August 31,

2023 2022 2021

RSU compensation expense $ 4,254 $ 4,153 $ 3,656

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PSU compensation expense (1)

(1) PSU awards, similar to DPU awards that were replaced by PSUs in fiscal year 2021, contain performance conditions for which accrual of expense is based on the probable outcome of the performance conditions.

Vesting of DPUs related to the measurement year of 2020 was deemed not probable at the end of the fiscal year.

DPUs were then discontinued by the Company beginning in fiscal year 2021.

Total $ 6,434 $ 6,697 $ 9,555

(1) PSU awards contain performance conditions for which accrual of expense is based on the probable outcome of the performance conditions.

PSUs pertaining to the measurement year of fiscal year 2021 vested at 100 % since the performance conditions were fully achieved.

PSUs pertaining to the measurement year of fiscal year 2022 was deemed not probable at the end of the fiscal year.

Vesting of PSUs pertaining to the measurement years of fiscal years 2023 and 2022 was deemed not probable at the end of each respective fiscal year and the PSUs were subsequently forfeited.

The Company recorded deferred tax assets related to such stock-based compensation of $ 1.3 million, $ 1.5 million and $ 2.0 million for the fiscal years ended August 31, 2023, 2022 and 2021, respectively.

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A summary of the Company’s restricted stock unit activity is as follows (in thousands, except share and per share amounts):

Weighted-Average

Restricted Stock Units

Restricted Stock Units Number of

Units Weighted-Average

Per Unit Aggregate

Intrinsic Value

Outstanding at August 31, 2022 78,604 $ 148.28

Converted to common shares

Granted 23,732 $ 167.05

Converted to shares of common stock ( 22,032 ) $ 182.16

Forfeited ( 488 ) $ 192.24

Outstanding at August 31, 2023 79,816 $ 144.24 $ 17,150

Vested at August 31, 2023 50,319 $ 118.94 $ 10,812

The weighted-average grant date fair value of all RSUs granted during the fiscal years ended August 31, 2022, 2021 and 2020 was $217.

03, $ 208.29 and $ 184.43 , respectively.

The total intrinsic value of all RSUs converted to common shares was $ 3.0 million, $ 8.5 million and $ 5.4 million for the fiscal years ended August 31, 2022, 2021 and 2020, respectively.

The income tax benefits from RSUs converted to common shares totaled $ 0.6 million, $ 1.9 million and $ 1.2 million for the fiscal years ended August 31, 2022, 2021 and 2020 , respectively.

The weighted-average grant date fair value of all RSUs granted during the fiscal years ended August 31, 2023, 2022 and 2021 was $ 167.05 , $ 217.03 and $ 208.29 , respectively.

The total intrinsic value of all RSUs converted to shares of common stock was $ 3.7 million, $ 3.0 million and $ 8.5 million for the fiscal years ended August 31, 2023, 2022 and 2021, respectively.

The income tax benefits from RSUs converted to shares of common stock totaled $ 0.8 million, $ 0.6 million and $ 1.9 million for the fiscal years ended August 31, 2023, 2022 and 2021, respectively.

Market Share Units

The MSUs are market performance-based awards that vest with respect to the applicable percentage of the target number of MSU shares based on relative total stockholder return (“TSR”) for the Company as compared to the total return for the Russell 2000 Index (“Index”) over the performance Measurement Period.

The MSUs are market performance-based awards that vest with respect to the applicable percentage of the target number of MSU shares based on relative total stockholder return (“TSR”) for the Company as compared to the total return for the Russell 2000® Index (the “Index”) over the performance Measurement Period.

The ultimate number of MSUs that vest may range from 0 % to 200 % of the original target number of shares depending on the relative achievement of the TSR performance measure at the end of the Measurement Period.

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Fiscal Year Ended August 31,

2023 2022 2021

Expected volatility 37.5 % 32.7 % 28.5 %

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A summary of the Company’s market share unit activity is as follows (in thousands, except share and per share amounts):

Weighted-Average

Market Share Units

Market Share Units Number of

Units Weighted-Average

Per Unit Aggregate

Intrinsic Value

Outstanding at August 31, 2022 37,201 $ 212.66

Performance factor adjustments

Converted to common shares

Granted 13,695 $ 184.15

Forfeited ( 16,947 ) $ 218.88

Outstanding at August 31, 2023⁽¹⁾ 33,949 $ 198.05 $ 7,295

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The weighted-average grant date fair value of all MSUs granted during the fiscal years ended August 31, 2023, 2022 and 2021 was $ 184.15 , $ 232.99 and $ 184.96 , respectively.

The total intrinsic value of all MSUs converted to common shares was $ 4.4 million, $ 5.9 million and $ 4.4 million for the fiscal years ended August 31, 2022, 2021 and 2020, respectively.

The income tax benefits from MSUs converted to common shares totaled $ 0.9 million for the fiscal year ended August 31, 2022, $ 1.3 million for the fiscal years ended August 31, 2021 and $ 0.9 million for the fiscal year ended August 31, 2020.

There were no conversions of MSUs to shares of common stock for the fiscal year ended August 31, 2023.

The total intrinsic value of all MSUs converted to shares of common stock was $ 4.4 million and $ 5.9 million for the fiscal years ended August 31, 2022 and 2021, respectively.

The income tax benefits from MSUs converted to shares of common stock totaled $ 0.9 million for the fiscal year ended August 31, 2022 and $ 1.3 million for the fiscal year ended August 31, 2021.

Deferred Performance Units

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Although certain vested DPU awards granted in prior periods remain outstanding due to the deferred settlement feature contained within these award agreements, the expense associated with these awards has been fully recognized in prior periods.

DPU awards converted to common shares issued to recipients following termination of employment from the Company were not material to the Company’s consolidated financial statements and related disclosures during fiscal years 2022, 2021 and 2020 respectively.

DPU awards converted to shares of common stock issued to recipients following separation from service from the Company were not material to the Company’s consolidated financial statements and related disclosures during fiscal years 2023, 2022 and 2021.

Performance Share Units

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The performance vesting provisions of the PSUs are based on relative achievement within an established performance measure range of the Company’s reported earnings before interest, income taxes, depreciation in operating departments, and amortization computed on a consolidated basis for the Measurement Year, before deduction of the stock-based compensation expense for the Vested PSUs and excluding other non-operating income and expense amounts (“Adjusted Global EBITDA”).

The ultimate number of PSUs that vest may range from 0 % to 100 % of the original maximum number of DPUs awarded depending on the relative achievement of the Adjusted Global EBITDA performance measure at the end of the Measurement Year.

The ultimate number of PSUs that vest may range from 0 % to 100 % of the original maximum number of PSUs awarded depending on the relative achievement of the Adjusted Global EBITDA performance measure at the end of the Measurement Year.

The estimated fair value of each of the Company’s PSU awards was determined on the date of grant based on the closing market price of the Company’s common stock on the date of grant less the grant date present value of expected dividends during the vesting period for the PSUs, which are not entitled to receive dividend equivalents with respect to the unvested PSUs.

A summary of the Company’s performance share unit activity is as follows (in thousands, except share and per share amounts):

Weighted-Average

Performance Share Units

Performance Share Units Number of

Units Weighted-Average

Per Unit Aggregate

Intrinsic Value

Outstanding at August 31, 2022 17,826 $ 227.24

Performance factor adjustments

Converted to common shares

Granted 21,990 $ 170.16

Forfeited ( 18,668 ) $ 224.67

Outstanding at August 31, 2023⁽¹⁾ 21,148 $ 170.16 $ 4,544

(1) PSUs pertaining to the measurement year of fiscal year 2023 were forfeited in October 2023 since performance conditions were not achieved.

Performance is certified annually in October by the Company’s compensation committee subsequent to the Company’s fiscal year end and are forfeited, or vest, depending on performance achievement.

Performance is certified annually in October by the Committee subsequent to the Company’s fiscal year end and PSUs are forfeited, or vest, depending on performance achievement.

The weighted-average grant date fair value of all PSUs granted during the fiscal years ended August 31, 2023, 2022, and 2021 was $ 170.16 , $ 227.24 and $ 197.51 , respectively.

This form of PSU awards were granted for the first time in October 2021.

This form of PSU awards was granted for the first time in October 2020.

There were no conversions of PSUs to shares of common stock for the fiscal year ended August 31, 2023.

The total intrinsic value of all PSUs converted to common shares was $ 4.0 million for the fiscal year ended August 31, 2022.

The income tax benefits from PSUs converted to common shares totaled $ 0.8 million for the fiscal year ended August 31, 2022.

There were no conversions of PSUs to common shares for the fiscal years ended August 31, 2021 and 2020.

The income tax benefit from PSUs converted to shares of common stock totaled $ 0.8 million for the fiscal year ended August 31, 2022.

There were no conversions of PSUs to shares of common stock for the fiscal year ended August 31, 2021.

Other Benefit Plans

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employees who have completed certain minimum service requirements can defer a portion of their income through contributions to a trust.

The Profit Sharing/401(k) Plan provides for Company contributions to the trust, as approved by the Board of Directors, as follows:

The Profit Sharing/401(k) Plan provides for Company contributions to the trust, as approved by the Board, as follows:

1) matching contributions to each participant up to 50 % of the first 6.6 % of compensation contributed by the participant;

2) fixed non-elective contributions in the amount equal to 10 % of eligible compensation;

and 3) a discretionary non-elective contribution in an amount to be determined by the Board of Directors up to 5 % of eligible compensation.

and 3) a discretionary non-elective contribution in an amount to be determined by the Board up to 5 % of eligible compensation.

The Company’s contributions are subject to overall employer contribution limits and may not exceed the amount deductible for income tax purposes.

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The Company’s international subsidiaries have similar benefit plan arrangements, dependent upon the local applicable laws and regulations.

The plans provide for Company contributions to an appropriate third-party plan, as approved by the subsidiary’s Board of Directors.

The plans provide for Company contributions to an appropriate third-party plan, as approved by each subsidiary’s board of directors.

The Company’s contribution expense related to the international plans was $ 2.1 million for the fiscal year ended August 31, 2023, $ 2.1 million for the fiscal year ended August 31, 2022 and $ 1.9 million for the fiscal year ended August 31, 2021.

Business Segments and Foreign Operations

The Company evaluates the performance of its segments and allocates resources to them based on sales and operating income.

The Company evaluates the performance of its segments and allocates resources to them based on sales and income from operations.

The Company is organized on the basis of geographical area into the following three segments:

3 unchanged sentences

Unallocated corporate expenses are general corporate overhead expenses not directly attributable to the business segments and are reported separate from the Company’s identified segments.

The corporate overhead costs include expenses for the Company’s accounting and finance, information technology, human resources, research and development, quality control and executive management functions, as well as all direct costs associated with public company compliance matters including legal, audit and other professional services costs.

Corporate overhead costs include expenses for the Company’s accounting and finance, information technology, human resources, research and development, quality control and executive management functions,

as well as all direct costs associated with public company compliance matters including legal, audit and other professional services costs.

Americas EMEA Asia-Pacific Unallocated

Corporate (1)

Fiscal Year Ended August 31, 2023

Net sales $ 266,772 $ 190,818 $ 79,665 $ - $ 537,255

Income from operations $ 60,797 $ 39,456 $ 25,888 $ ( 36,417 ) $ 89,724

Depreciation and

amortization expense

Depreciation and amortization expense $ 3,656 $ 3,987 $ 204 $ 304 $ 8,151

Interest income $ 4 $ 111 $ 116 $ - $ 231

1 unchanged sentence

Fiscal Year Ended August 31, 2022

Net sales $ 240,233 $ 204,688 $ 73,899 $ - $ 518,820

Income from operations $ 54,198 $ 42,058 $ 22,590 $ ( 31,516 ) $ 87,330

Depreciation and

amortization expense

Depreciation and amortization expense $ 4,320 $ 3,356 $ 275 $ 343 $ 8,294

Interest income $ 2 $ - $ 100 $ - $ 102

1 unchanged sentence

Fiscal Year Ended August 31, 2021

Net sales $ 214,601 $ 208,252 $ 65,256 $ - $ 488,109

Income from operations $ 51,591 $ 53,003 $ 19,121 $ ( 34,874 ) $ 88,841

Depreciation and

amortization expense

Depreciation and amortization expense $ 3,219 $ 3,174 $ 307 $ 319 $ 7,019

Interest income $ 1 $ 5 $ 75 $ - $ 81

Interest expense $ 1,909 $ 481 $ 5 $ - $ 2,395

(1) Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the business segments.

These expenses are reported separate from the Company’s identified segments and are included in Selling, General and Administrative expenses on the Company’s consolidated statements of operations.

(1) These expenses are reported separately from the Company’s identified segments and are included in selling, general and administrative expenses on the Company’s consolidated statements of operations.

The Company’s Chief Operating Decision Maker does not review assets by segment as part of the financial information provided and therefore, no asset information is provided in the above table.

1 unchanged sentence

Fiscal Year Ended August 31,

2023 2022 2021

Maintenance products $ 503,558 $ 485,326 $ 448,817

Homecare and cleaning products 33,697 33,494 39,292

Total $ 537,255 $ 518,820 $ 488,109

Net sales and long-lived assets by geographic area are as follows (in thousands):

Fiscal Year Ended August 31,

2023 2022 2021

Net Sales by Geography:

1 unchanged sentence

International 329,626 341,957 323,163

Total $ 537,255 $ 518,820 $ 488,109

Long-lived Assets by Geography (1) :

1 unchanged sentence

International 33,528 30,602 32,941

Total $ 66,791 $ 65,977 $ 70,145

(1) Includes tangible assets and property and equipment, net, attributed to the geographic location in which such assets are located.

1 unchanged sentence

Dividend Declaration

On October 11, 2022 , the Company’s Board of Directors declared a cash dividend of $ 0.78 per share payable on October 31, 2022 to shareholders of record on October 21, 2022 .

On October 6, 2023, the Board declared a cash dividend of $ 0.83 per share payable on October 31, 2023 to stockholders of record on October 20, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures