Other Information
−Removed: During the three months ended November 30, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) 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.
+Added: During the three months ended February 29, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) 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.
3(a) Certificate of Incorporation, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2018, Exhibit 3(a) thereto.
1 unchanged sentence
10(a) Amended and Restated WD-40 Company 2016 Stock Incentive Plan, incorporated by reference from the Registrant’s Proxy Statement filed November 2, 2023, Appendix A thereto.
+Added: 10(b) Quota Purchase Agreement entered into by WD-40 Holding Company Brasil Ltda., M12 Participações Empresariais S.A.
+Added: and Theron Marketing Ltda., dated March 4, 2024, incorporated by reference from the Registrant’s Form 8-K/A filed March 7, 2024, Exhibit 10.1 thereto*.
31(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
32(b) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101 The following materials from WD-40 Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language):
+Added: 101 The following materials from WD-40 Company’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2024, formatted in iXBRL (inline eXtensible Business Reporting Language):
(i) the Condensed Consolidated Balance Sheets;
3 unchanged sentences
(v) the Condensed Consolidated Statements of Cash Flows;
−Removed: and (vi) Notes to the Condensed Consolidated Financial Statements.
+Added: and (vi) Notes to Condensed Consolidated Financial Statements.
104 The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL and contained in Exhibit 101.
+Added: * Except for Exhibit 1.1 of the Quota Purchase Agreement entered into by WD-40 Holding Company Brasil Ltda., M12 Participações Empresariais S.A.
+Added: and Theron Marketing Ltda.
+Added: dated March 4, 2024, the other exhibits, schedules and/or attachments to Exhibit 10.1 of the Registrant’s Form 8-K/A filed March 7, 2024 have been omitted in accordance with Regulation S-K Item 601(b)(10).
+Added: The Registrant agrees to furnish a copy of any omitted schedule to the SEC upon its request.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WD-40 COMPANY
−Removed: January 9, 2024
+Added: April 9, 2024
/s/ STEVEN A.
5 unchanged sentences
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.