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Item 9A. Controls and Procedures

2024-10-21 compared with 2023-10-23 · 248 added, 191 removed, 916 unchanged (32% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

The term disclosure controls and procedures means controls and other procedures of a company that are designed to ensure the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures as of August 31, 2024, the end of the period covered by this report (the Evaluation Date), and they have concluded that, as of the Evaluation Date, such controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in the Company’s reports filed under the Exchange Act.

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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.

During the three months ended August 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

Certain information required by this item is set forth in sections under the headings “Security Ownership of Certain Beneficial Owners and Management,” “Director Nominees,” and “Related Party Transactions Review and Oversight” in our Proxy Statement to be filed with the Securities and Exchange Commission in connection with the 2023 Annual Meeting of Stockholders on December 12, 2023 (“Proxy Statement”), which information is incorporated by reference herein.

Certain information required by this item is set forth in sections under the headings “Security Ownership of Certain Beneficial Owners and Management,” “Director Nominees,” “Insider Trading Policy,” and “Related Party Transactions Review and Oversight” in our Proxy Statement to be filed with the Securities and Exchange Commission in connection with the 2024 Annual Meeting of Stockholders on December 12, 2024 (“Proxy Statement”), which information is incorporated by reference herein.

Information regarding executive officers is also incorporated by reference to the “Information Regarding our Executive Officers” section of our Proxy Statement.

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The code of ethics is represented by the Registrant’s Code of Conduct applicable to all employees and directors.

A copy of the Code of Conduct may be found on the Registrant’s internet website on the Corporate Governance link from the Investors page at www.wd40company.com .

A copy of the Code of Conduct may be found on the Registrant’s internet website on the Governance link from the Investors page at www.wd40company.com .

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), “Summary Compensation Table,” “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 and People Committee – Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation and People Committee Report,” “Executive Compensation” (and the compensation tables following such section), “Summary Compensation Table,” “Change of Control Severance Agreements” and “CEO Pay Ratio.”

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

Certain information required by this item is incorporated by reference to the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

Equity Compensation Plan Information

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 to

be issued upon exercise

of outstanding options,

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 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;

33,949 securities to be issued pursuant to outstanding market share units (“MSUs”) based on 100% of the target number of MSU shares to be issued upon achievement of the applicable performance measure specified for such MSUs;

2,916 securities to be issued pursuant to outstanding deferred performance units (“DPUs”);

and 21,148 securities to be issued pursuant to outstanding performance share units (“PSUs”) based on 100% of the maximum number of PSU shares to be issued upon achievement of the applicable performance measure specified for such PSUs.

Information required by this item is incorporated by reference to the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

Certain Relationships and Related Transactions, and Director Independence

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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 .

3(b) Amended and Restated Bylaws of WD-40 Company, incorporated by reference from the Registrant’s Form 8-K filed June 2 0 , 202 4 , Exhibit 3.2 thereto.

Material Contracts.

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.

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

10(a) Amended and Restated W D-40 Company 2016 Stock Incentive Plan, incorporated by reference from the Registrant’s Proxy Statement filed November 2, 2023 , Appendix A thereto.

10(b) WD-40 Directors’ Compensation Policy and Election Plan dated October 3 , 202 4 .

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.

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.

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 .

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 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.

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.

Form of Restricted Stock Unit Agreement for grants of Restricted Stock Units to Executive Officers in fiscal year 202 4 , incorporated by reference from the Registrant’s Form 10-K filed October 23 , 202 3 , Exhibit 10(o) thereto.

Form of Market Share Unit Award Agreement for grants of Market Share Units to Executive Officers in fiscal year 202 4 , incorporated by reference from the Registrant’s Form 10-K filed October 23 , 202 3 , Exhibit 10(p) thereto.

Form of Performance Share Unit Restricted Stock Award Agreement for grants of Performance Share Units to Executive Officers in fiscal year 202 4 , incorporated by reference from the Registrant’s Form 10-K filed October 23 , 202 3 , Exhibit 10(q) thereto.

Form of Restricted Stock Unit Agreement for grants of Restricted Stock Units to Executive Officers in fiscal year 2025.

Form of Market Share Unit Award Agreement for grants of Market Share Units to Executive Officers in fiscal year 2025.

Form of Performance Share Unit Restricted Stock Award Agreement for grants of Performance Share Units to Executive Officers in fiscal year 2025.

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 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.

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.

2 nd Amended and Restated Credit Agreement dated April 30, 2024 among WD-40 Company and certain of its subsidiaries and Bank of America, N.A., incorporated by reference from the Registrant’s Form 8-K filed May 2, 2024, 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 .

Fourth Amendment to Note Purchase and Private Shelf Agreement dated April 30, 2024 among WD-40 Company and PGIM, Inc.

and certain affiliates and managed accounts of PGIM, Inc., incorporated by reference from the Registrant’s Form 8-K filed May 2, 2024, Exhibit 10(b) 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 .

Quota Purchase Agreement entered into by WD-40 Holding Company Brasil Ltda., M12 Participações Empresariais S.A.

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*.

19 Insider Trading Policies and Procedures.

21 Subsidiaries of the Registrant .

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101 The following materials from WD-40 Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024 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 Stockholders’ Equity, and (vi) Notes to the Consolidated Financial Statements.

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

104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024, formatted in iXBRL and contained in Exhibit 101.

* Except for Exhibit 1.1 of the Quota Purchase Agreement entered into by WD-40 Holding Company Brasil Ltda., M12 Participações Empresariais S.A.

and Theron Marketing Ltda.

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).

The Registrant agrees to furnish a copy of any omitted schedule to the SEC upon its request.

Form 10-K Summary

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WD-40 COMPANY

Vice President, Finance and and Chief Financial Officer

Vice President, Finance and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

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Other intangible assets, net 6,222 4,670

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

Right-of-use assets 11,611 7,820

Deferred tax assets, net 993 1,201

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Interest expense ( 4,287 ) ( 5,614 ) ( 2,742 )

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

Other (expense) income, net ( 1,030 ) 822 ( 582 )

Income before income taxes 91,508 85,163 84,108

33 unchanged sentences

( 41,988 ) ( 41,988 )

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

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

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Stock-based compensation $ 6,535 $ 6,434 $ 6,697

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

Amortization of cloud computing implementation costs $ 1,221 $ 270 $ 295

Unrealized foreign currency exchange losses (gains), net $ 200 $ ( 1,702 ) $ 1,035

Provision for credit losses $ 325 $ 391 $ 143

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Proceeds from sales of property and equipment $ 672 $ 655 $ 612

Acquisition of business, net of cash acquired $ ( 6,201 ) $ — $ —

Net cash used in investing activities $ ( 9,735 ) $ ( 6,216 ) $ ( 7,691 )

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Dividends paid $ ( 47,201 ) $ ( 44,581 ) $ ( 41,988 )

Proceeds from issuance of long-term senior notes - - 52,000

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

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Effect of exchange rate changes on cash and cash equivalents $ 193 $ 3,173 $ ( 5,020 )

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

Net (decrease) increase in cash and cash equivalents $ ( 1,444 ) $ 10,300 $ ( 48,118 )

Cash and cash equivalents at beginning of period $ 48,143 $ 37,843 $ 85,961

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Accrued capital expenditures $ 111 $ 80 $ 960

Finance lease obligation settled with prepaid deposit $ 3,855 $ — $ —

Cash paid for:

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The Company’s products are sold in various locations around the world.

Maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia, Europe, the Middle East and Africa.

Maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia, Europe, India, the Middle East and Africa.

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

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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.

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.

Actual results could materially differ from those estimates.

Global economies have experienced significant volatility in recent years.

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

Cash and Cash Equivalents

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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

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.

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.

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.

Included in inventories are amounts for certain raw materials and components that the Company has provided to its third-party contract manufacturers but that remain unpaid to the Company as of the balance sheet date.

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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.

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.

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.

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The Company’s policy is to place its cash in high credit quality financial institutions, in investments that include demand deposits, term deposits and callable time deposits.

The Company’s trade accounts receivable are derived from customers located in North America, South America, Asia-Pacific, Europe, the Middle East, Africa and India.

The Company’s trade accounts receivable are derived from customers located in North, Central and South America, Asia-Pacific, Europe, India, the Middle East, and Africa.

The Company limits its credit exposure from trade accounts receivable by performing on-going credit evaluations of customers, as well as insuring its trade accounts receivable in selected markets.

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Revenue Recognition

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

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

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

66 unchanged sentences

Research and Development

The Company is involved in research and development efforts that include the ongoing development or innovation of new products and the improvement, extension or renovation of existing products or product lines.

The Company is involved in research and development efforts, including efforts focused on sustainability as well as ongoing development or innovation of new products and the improvement, extension or renovation of existing products or product lines.

All research and development costs are expensed as incurred and are included in selling, general and administrative expenses.

19 unchanged sentences

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 $ 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.

The Company had $ 1.3 million in net losses, $ 0.5 million in net gains, and $ 1.1 million in net losses in foreign currency transactions in fiscal years 2024, 2023, and 2022, respectively.

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

10 unchanged sentences

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

Functional Currencies

The reporting currency of the Company is the U.S.

The functional currency of each of the Company’s subsidiaries is based on the currency of the economic environment in which it operates.

Management periodically assesses the functional currency of each subsidiary in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”.

The functional currency of the Company’s U.K.

subsidiary, the entity in which the EIMEA results are generated, has historically been the Pound Sterling and remained Pound Sterling through August 31, 2024.

However, trends within EIMEA have indicated a shift towards the Euro over time.

During the first quarter of fiscal year 2025, management determined that changes in economic facts and circumstances, such as additional shifts in the currency mix of our operating income, represented a significant change that was other-than-temporary and required a change in functional currency from Pound Sterling to Euro at the Company’s U.K.

In accordance with ASC 830-10-45-7, a change in functional currency should be made on the date that significant changes in economic facts and circumstances occurred.

Although such a change could occur on any date during the fiscal year, the use of a date at the beginning of the most recent reporting period is permissible.

Accordingly, the change in functional currency from Pound Sterling to Euro at the Company’s U.K.

subsidiary was accounted for prospectively from September 1, 2024.

In the period of a functional currency change, nonmonetary assets and liabilities at the impacted subsidiary are remeasured into the new functional currency using the exchange rate on the date the asset or liability arose.

These amounts are then translated into the Company’s reporting currency, the U.S.

Dollar, based on the exchange rate at the date of the change in functional currency.

The difference between this amount and the prior translated balance was not material and was recorded in accumulated other comprehensive income in the Company’s consolidated balance sheets as of September 1, 2024.

The balances previously recorded in accumulated comprehensive income for prior periods through August 31, 2024 were not reversed upon this prospective change in functional currency.

Monetary assets and liabilities not denominated in the new functional currency, the Euro, will create transaction gains and losses subsequent to the change in functional currency.

The Company does not expect that the impact of such gains and losses will be material to the Company’s consolidated statements of operations.

Earnings per Common Share

6 unchanged sentences

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.

Dilutive securities are

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

Stock-based Compensation

The Company accounts for stock-based equity awards exchanged for employee and non-employee director services in accordance with the authoritative guidance for share-based payments.

The Company accounts for stock-based equity awards exchanged for employee and nonemployee director services in accordance with the authoritative guidance for share-based payments.

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.

Nonemployee director awards vest immediately at the grant date.

Vesting of the RSUs granted to nonemployee directors is over a period of up to one year from the date of grant, with shares to be issued pursuant to the vested RSUs upon termination of each nonemployee director’s service as a director of the Company.

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.

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

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

The amendments are effective for the Company’s annual periods beginning September 1, 2024, and interim periods beginning September 1, 2025, with early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements.

The Company has been evaluating this ASU to determine its impact on the Company’s disclosures.

In December 2023, the FASB issued ASU No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for the Company’s annual periods beginning September 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is in the process of evaluating this ASU to determine its impact on the Company’s disclosures.

On March 4, 2024, WD-40 Holding Company Brasil Ltda., a wholly-owned subsidiary of the Company, acquired all of the issued and outstanding capital stock of the Company’s Brazilian distributor, Theron Marketing Ltda.

(“Theron”), from M12 Participações Empresarias S.A.

for total consideration of $ 6.9 million.

Contingent consideration of $ 0.3 million is included in the total purchase price and recorded as a liability in the Company’s consolidated balance sheets.

With this transaction, the Company began direct distribution within Brazil in March 2024.

Under the terms of the purchase agreement, the Company acquired assets with approximate fair values of $ 3.0 million of intangible assets, including customer relationships and a non-compete agreement, $ 3.4 million of accounts receivable, $ 0.6 million of inventory, and assumed liabilities with an approximate fair value of $ 1.6 million.

The total consideration

paid less the fair value of net assets acquired resulted in $ 1.5 million of goodwill.

Transaction-related expenses were not material.

The following table summarizes the fair value of assets acquired and liabilities assumed on the consolidated balance sheets as of March 4, 2024 (in thousands):

Fair value of consideration paid

Cash, net of cash acquired $ 6,201

Other consideration 703

Total consideration paid 6,904

Fair value of assets acquired

Definite-lived intangible assets 2,959

Tangible assets acquired 4,069

Total assets 7,028

Fair value of liabilities assumed 1,604

Fair value of net assets acquired 5,424

Goodwill incident to acquisition $ 1,481

The transaction was treated as a business combination.

The Company recognized goodwill of $ 1.5 million as of March 4, 2024, which is calculated as the excess of the consideration exchanged as compared to the fair value of identifiable assets acquired.

Goodwill is expected to be deductible for tax purposes.

See Note 6 to the consolidated financial statements for further information on goodwill and other intangible assets.

Pro forma results are not presented because they are not material to the Company’s consolidated financial results.

Inventories consisted of the following (in thousands):

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As of August 31, 2024 and 2023, the Company’s consolidated balance sheets included $ 13.4 million and $ 11.0 million, respectively, of capitalized cloud-based implementation costs recorded as other assets within the Company’s consolidated balance sheets.

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.

These balances primarily consist of capitalized implementation costs related to a new cloud-based ERP system which the Company placed into service in the U.S.

during the second quarter of fiscal year 2024.

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 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 has determined the useful life of the new ERP system to be ten years and is amortizing over such period.

Accumulated amortization associated with these assets was $ 2.1 million and $ 0.7 million as of August 31, 2024 and 2023, respectively.

Amortization expense associated with these assets was $ 1.2 million for the fiscal year ended August 31, 2024 and not significant for the fiscal year ended August 31, 2023.

Goodwill and Other Intangible Assets

The Company recorded goodwill on March 4, 2024 incident to its acquisition of Theron.

At the time of acquisition a fair value study was conducted to determine the goodwill created as part of the transaction.

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

Americas EMEA Asia-Pacific Total

Americas EIMEA Asia-Pacific Total

Balance as of August 31, 2022 $ 85,402 8,569 1,209 95,180

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Balance as of August 31, 2023 85,436 8,860 1,209 95,505

Goodwill incident to acquisition 1,481 — — 1,481

Translation adjustments ( 152 ) 151 — ( 1 )

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The annual goodwill impairment test was performed at the reporting unit level as of the Company’s most recent goodwill impairment testing date, December 1, 2023.

During the fiscal year 2023 annual goodwill impairment test, the Company performed a qualitative assessment of each reporting unit to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount.

In performing this qualitative assessment, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of each of its reporting units.

Factors that were considered included, but were not limited to, the following:

(1) macroeconomic conditions, including the impacts of the COVID-19 pandemic;

(2) industry and market conditions;

(3) historical financial performance and expected financial performance;

(4) other entity specific events, such as changes in management or key personnel;

and (5) events affecting the Company’s reporting units, such as a change in the composition of net assets or any expected dispositions.

Based on the results of this qualitative assessment, the Company determined that the estimated fair value of each of the Company’s reporting units exceeded their respective carrying values so significantly that an impairment charge to the Company’s goodwill balances is remote and, thus, a quantitative analysis was not required.

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, 2023.

The Company performed a quantitative assessment to determine whether the fair value of any of its reporting units was less than each reporting unit’s carrying amount.

The Company determined the fair value of its reporting units by following the income approach, which uses a discounted cash flow methodology.

The discounted cash flow methodology bases the fair value of each reporting unit on the present value of its estimated future cash flows.

The discounted cash flow methodology also requires that management make assumptions about certain key inputs in the

estimated cash flows, including long-term sales forecasts or growth rates, terminal growth rates and discount rates, all of which are inherently uncertain.

The forecast of future cash flows was primarily based on historical data and management’s best estimates of sales growth rates and operating margins for each reporting unit for the next five fiscal years.

The discount rate used was based on management’s estimate of the current weighted-average cost of capital for each reporting unit.

As these assumptions are largely unobservable, the estimated fair values fall within Level 3 of the fair value hierarchy.

Based on quantitative analysis, the Company determined that the estimated fair value of each of its reporting units significantly exceeded their respective carrying values.

As a result, the Company concluded that no impairment of its goodwill existed as of December 1, 2023.

In addition, the Company 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, 2023 through August 31, 2024.

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

Definite-lived Intangible Assets

The Company’s definite-lived intangible assets, which include the Spot Shot, Carpet Fresh, 1001, EZ REACH and GT85 trade names, are included in other intangible assets, net in the Company’s consolidated balance sheets.

The Company’s definite-lived intangible assets include the Spot Shot, Carpet Fresh, 1001, EZ REACH and GT85 trade names at both August 31, 2024 and 2023.

In addition, intangible assets related to customer relationships and a non-compete agreement were acquired in connection with the Company’s purchase of Theron during the fiscal year ended August 31, 2024.

All of these assets are included in other intangible assets, net in the Company’s consolidated balance sheets.

The weighted-average useful life of the customer relationships and non-compete agreement acquired from Theron is 14.80 years.

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

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Gross carrying amount $ 35,904 $ 35,877

Definite-lived intangible assets acquired 2,959 —

Accumulated amortization ( 32,641 ) ( 31,207 )

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

Americas EMEA Asia-Pacific Total

Americas EIMEA Asia-Pacific Total

Balance as of August 31, 2022 $ 4,437 $ 1,151 $ — $ 5,588

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Balance as of August 31, 2023 $ 3,624 $ 1,046 $ — $ 4,670

Definite-lived intangible assets acquired $ 2,959 $ — $ — $ 2,959

Amortization expense $ ( 905 ) $ ( 201 ) $ — $ ( 1,106 )

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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.

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.

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Operating lease right-of-use assets 8,077 7,820

Finance lease right-of-use asset 3,534 —

Total right-of-use assets $ 11,611 $ 7,820

Current operating lease liabilities (1)

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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.

The Company recorded $ 1.0 million and $ 0.5 million of lease expense classified within cost of products sold for the fiscal years ended August 31, 2024, and 2023, respectively.

During the fiscal year ended August 31, 2024 and 2023, the Company paid cash of $ 2.6 million and $ 2.4 million, respectively, related to lease liabilities.

Variable lease expense under the Company’s lease agreements was not significant for both the fiscal years ended August 31, 2024 and 2023.

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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.

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 did no t have a significant amount of leases that commenced after August 31, 2024 that created rights and obligations to the Company.

The Company had no significant short-term leases as of August 31, 2024.

The Company obtained additional ROU assets of $ 1.7 million in exchange for lease obligations related to renewals of existing leases during fiscal year 2024.

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.

During the fiscal year ended August 31, 2024, the Company entered into a finance lease for a blending facility (the “Finance Lease”).

As of August 31, 2023, the Company had $ 3.8 million of prepaid deposits, which converted to a right-of-use asset at the commencement of the Finance Lease during the fiscal year ended August 31, 2024.

Since the Finance Lease was fully prepaid at commencement, no lease liability exists related to it.

As of August 31, 2023, 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 were also not significant.

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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, 2024, the Company had outstanding balances on its series A, B and C notes issued under this Note Agreement.

The Note Agreement was most recently amended on April 30, 2024 (the “Fourth Amendment”).

The Fourth Amendment permitted the Company to enter into an amendment to its revolving credit agreement with Bank of America, N.A.

and also included certain conforming amendments to the credit agreement, including the revision of financial and restrictive covenants.

Credit Agreement

The Company’s Amended and Restated Credit Agreement, as amended (the “Credit Agreement”) with Bank of America, N.A., consists of a revolving commitment for borrowing by the Company up to $ 150.0 million with a sublimit of $ 100.0 million for WD-40 Company Limited, a wholly owned operating subsidiary of the Company for Europe, the Middle East, Africa and India.

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 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.

The impact of the LIBOR Amendment was insignificant to the Company’s consolidated financial statements.

On April 30, 2024, the Company and certain subsidiaries of the Company, entered into a Second Amended and Restated Credit Agreement with Bank of America, N.A.

(the “Credit Agreement”).

The Credit Agreement modified certain terms and conditions of the Company’s previous Amended and Restated Agreement dated March 16, 2020 (as amended on September 30, 2020, and November 29, 2021), and extended the maturity date for the revolving credit facility from September 30, 2025 to April 30, 2029.

Borrowings under the Credit Agreement will be used for the Company’s various operating, investing and financing needs.

The Company’s Credit Agreement decreased the revolving commitment for borrowing by the Company from $ 150.0 million to $ 125.0 million and decreased the sublimit from $ 100.0 million to $ 95.0 million for WD-40 Company Limited, a wholly owned operating subsidiary of the Company for Europe, India, the Middle East and Africa.

In addition, the Company’s index rate under the Credit Agreement for U.S.

Dollar borrowings changed from the Bloomberg Short-term Bank Yield Index rate to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York.

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

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(1) The Company has the ability to refinance any draw under the line of credit with successive short-term borrowings through the maturity date.

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, 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.

Euro and Pound Sterling denominated draws will fluctuate in U.S.

Outstanding draws for which management has 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, 2024, $ 20.0 million of this facility was classified as long-term and was entirely denominated in Euros.

$ 7.8 million was classified as short-term and was denominated in U.S.

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

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

Euro and Pound Sterling denominated draws fluctuate in U.S.

Dollars from period to period due to changes in foreign currency exchange rates.

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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 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”).

On June 19, 2023, the Company’s Board of Directors (the “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 the fiscal year ended August 31, 2024, the Company repurchased 34,250 shares at an average price of $ 236.32 per share, for a total cost of $ 8.1 million under this $ 50.0 million plan.

Earnings per Common Share

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Weighted-average common shares outstanding, diluted 13,580 13,604 13,696

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.

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.

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

For the fiscal years ended August 31, 2024, 2023 and 2022, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 1,351 , 4,551 and 8,724 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.

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

Fiscal Year Ended August 31, 2024 Fiscal Year Ended August 31, 2023

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

Americas EIMEA Asia-Pacific Total Americas EIMEA Asia-Pacific Total

WD-40 Multi-Use Product $ 216,769 $ 168,450 $ 67,706 $ 452,925 $ 202,651 $ 142,965 $ 62,056 $ 407,672

WD-40 Specialist $ 32,966 $ 30,876 $ 10,096 $ 73,938 $ 31,055 $ 27,029 $ 8,630 $ 66,714

Other maintenance products (1)

$ 17,289 $ 12,741 $ 1,143 $ 31,173 $ 16,642 $ 11,507 $ 1,023 $ 29,172

Total maintenance products $ 267,024 $ 212,067 $ 78,945 $ 558,036 $ 250,348 $ 181,501 $ 71,709 $ 503,558

$ 14,859 $ 8,978 $ 8,684 32,521 $ 16,424 $ 9,317 $ 7,956 33,697

Total net sales $ 281,883 $ 221,045 $ 87,629 $ 590,557 $ 266,772 $ 190,818 $ 79,665 $ 537,255

(1) Other maintenance products consist of the 3-IN-ONE and GT85 brands.

(2) Homecare and cleaning products (“HCCP”).

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The Company recorded approximately $ 5.8 million and $ 5.6 million in cash discounts as a reduction to sales during fiscal years 2024 and 2023, 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 a $ 0.6 million balance in the allowance for cash discounts as of August 31, 2024 and 2023.

The Company had contract liabilities, which consist of deferred revenue related to undelivered products, of $ 4.3 million and $ 4.6 million as of August 31, 2024 and 2023, respectively.

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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.

Although the Company has contractual minimum purchase obligations with certain contract manufacturers, such obligations are either immaterial or below the volume of goods that the Company has historically purchased.

In the ordinary course of business, supply needs are communicated by the Company to its contract manufacturers based on orders and short-term projections, ranging from two months to six months .

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The amounts for inventory purchased under termination commitments have been immaterial.

In addition to the commitments to purchase products from contract manufacturers described above, the Company may also enter into commitments with other manufacturers to purchase finished goods and components to support innovation and renovation initiatives and/or supply chain initiatives.

As of August 31, 2024, no such commitments were outstanding.

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As permitted under Delaware law, the Company has agreements whereby it indemnifies senior officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity.

The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited;

The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not capped;

however, the Company maintains Director and Officer insurance coverage that mitigates the Company’s exposure with respect to such obligations.

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Thus, no liabilities have been recorded for these agreements as of August 31, 2024.

From time to time, the Company enters into indemnification agreements with certain contractual parties in the ordinary course of business, including agreements with lenders, lessors, contract manufacturers, marketing distributors, customers and certain vendors.

All such indemnification agreements are entered into in the context of the particular agreements and are provided in an attempt to properly allocate risk of loss in connection with the consummation of the underlying contractual arrangements.

Although the maximum amount of future payments that the Company could be required to make under these indemnification agreements is unlimited, management believes that the Company maintains adequate levels of insurance coverage to protect the Company with respect to most potential claims arising from such agreements and that such agreements do not otherwise have value separate and apart from the liabilities incurred in the ordinary course of the Company’s business.

From time to time, the Company enters into indemnification agreements with certain parties in the ordinary course of business, including agreements with lenders, lessors, contract manufacturers, marketing distributors, customers and certain

All such indemnification agreements are entered into in the context of the particular agreements and are provided in an attempt to allocate risk of loss in connection with the consummation of the underlying contractual arrangements.

Although the maximum amount of future payments that the Company could be required to make under these indemnification agreements is not capped, management believes that the Company maintains adequate levels of insurance coverage to protect the Company with respect to most potential claims arising from such agreements and that such agreements do not otherwise have value separate and apart from the liabilities incurred in the ordinary course of the Company’s business.

Thus, no liabilities have been recorded with respect to such indemnification agreements as of August 31, 2024.

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Income before income taxes $ 91,508 $ 85,163 $ 84,108

(1) Included in these amounts are income before income taxes for the EMEA segment of $ 25.6 million, $ 30.3 million and $ 38.8 million for the fiscal years ended August 31, 2023, 2022 and 2021, respectively.

(1) Included in these amounts are income before income taxes for the EIMEA segment of $ 31.4 million, $ 25.6 million and $ 30.3 million for the fiscal years ended August 31, 2024, 2023 and 2022, respectively.

The provision for income taxes consisted of the following (in thousands):

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Net deferred tax liabilities $ ( 8,073 ) $ ( 9,104 )

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.

The Company also had tax credit carryforwards of $ 3.9 million and $ 3.5 million as of August 31, 2023 and 2022, respectively, of which $ 3.6 million and $ 3.3 million, respectively, is attributable to U.K.

The Company had state net operating loss (“NOL”) carryforwards of $ 6.3 million as of August 31, 2024, which generated a net deferred tax asset of $ 0.4 million.

The state NOL carryforwards, if unused, will expire between fiscal years 2025 and 2044.

The Company also had tax credit carryforwards of $ 4.2 million as of August 31, 2024, of which $ 4.1 million is attributable to U.K.

tax credit carryforwards, which do not expire.

Future utilization of the U.K.

tax credit carryforwards and certain state credit carryforwards is uncertain and is dependent upon several factors that may not occur, including the generation of future taxable income in certain jurisdictions.

At this time, management cannot conclude that it is “more likely than not” that the related deferred tax assets will be realized.

Accordingly, a valuation allowance has been recorded against the related deferred tax asset associated with the U.K.

tax credit carryforwards and certain state carryforwards.

tax credit carryforwards and certain state carryforwards is uncertain and is dependent upon several factors that may not occur, including the generation of future taxable income in certain jurisdictions.

At this time, management does not conclude that it is “more likely than not” that all of the related deferred tax assets will be realized.

Accordingly, the Company recorded a net increase in its valuation allowance of $ 0.3 million during the fiscal year ended August 31, 2024 which resulted in a cumulative valuation allowance recorded against the related deferred tax asset associated with the U.K.

tax credit carryforwards of $ 3.9 million and certain state carryforwards of $ 0.4 million as of August 31, 2024.

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows (in thousands):

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Net benefit from GILTI/FDII ( 2,696 ) ( 2,071 ) ( 2,002 )

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

Uncertain tax positions and related interest 947 1,377 273

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The provision for income taxes was 23.9 % and 22.5 % of income before income taxes for the fiscal years ended August 31, 2024 and 2023, respectively.

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.

The increase in the effective income tax rate from period to period was primarily due to income taxed at higher tax rates in certain foreign jurisdictions from period to period.

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 – beginning of fiscal year $ 9,275 $ 9,251

Net increases (decreases) – prior period tax positions - -

Net increases – current period tax positions 184 191

1 unchanged sentence

Unrecognized tax benefits – end of fiscal year $ 9,147 $ 9,275

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.

Gross unrecognized tax benefits totaled $ 9.1 million and $ 9.3 million for the fiscal years ended August 31, 2024 and 2023, respectively, of which $ 9.0 million and $ 9.1 million, respectively, would affect the Company’s effective income tax rate if recognized.

Interest and penalties related to uncertain tax positions included in tax expense was $ 1.2 million and $ 1.8 million for the fiscal years ended August 31, 2024 and 2023, respectively.

The total balance of accrued interest and penalties related to uncertain tax positions was $ 4.6 million and $ 3.4 million for the fiscal years ended August 31, 2024 and 2023, 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.

Total unrecognized tax benefits including interest and penalties were $ 13.7 million and $ 12.7 million as of August 31, 2024 and 2023, 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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Generally, for the majority of state and foreign jurisdictions where the Company does business, periods prior to fiscal year 2020 are no longer subject to examination.

The Company has estimated that up to $ 0.4 million of unrecognized tax benefits related to income tax positions may be affected by the resolution of tax examinations or expiring statutes of limitation within the next twelve months.

The Company has estimated that up to $ 13.1 million of unrecognized tax benefits, including interest and penalties, related to income tax positions may be affected by the resolution of tax examinations or expiring statutes of limitation within the next twelve months.

This includes $ 12.7 million of unrecognized tax benefits, including interest and penalties, associated with the Tax Cuts and Jobs Act’s mandatory one-time “toll tax” on unremitted foreign earnings.

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

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Stock-based Compensation

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.

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, 2024, 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 and which was amended and restated on December 12, 2023.

To date through August 31, 2024, 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, 2024, 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”).

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

All stock-based equity awards granted under the 2016 Plan are subject to the specific terms and conditions as determined by the Committee at the time of grant of such awards in accordance with the various terms and conditions specified for each award type per the 2016 Plan.

The total number of shares of common stock authorized for issuance pursuant to grants of awards under the 2016 Plan is 1,000,000 .

On December 12, 2023, the total number of shares of common stock authorized for issuance pursuant to grants of awards was increased from 1,000,000 to 2,000,000 in connection with the amendment and restatement of the 2016 Plan.

As of August 31, 2024, 1,106,326 shares of common stock remained available for future issuance pursuant to grants of awards under the 2016 Plan.

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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 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 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 separation from service from 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 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.

The nonemployee director RSU holders are entitled to receive dividend equivalents with respect to their vested 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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(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 2024 vested at 16.3 % since the performance conditions were partially achieved.

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.

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Vested at August 31, 2024 45,113 $ 149.81 $ 11,858

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 weighted-average grant date fair value of all RSUs granted was $ 206.85 , $ 167.05 and $ 217.03 during the fiscal years ended August 31, 2024, 2023 and 2022, respectively.

The total intrinsic value of all RSUs converted to shares of common stock was $ 6.7 million, $ 3.7 million and $ 3.0 million for the fiscal years ended August 31, 2024, 2023 and 2022, respectively.

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The expected volatility utilized is based on the historical volatilities of the Company’s common stock and the Index in order to model the stock price movements.

The volatility used was calculated over the most recent 2.89 -year period for MSUs granted during the fiscal year ended August 31, 2023 and over the most recent 2.89 and 2.88 -year periods for MSUs granted during each of the fiscal years ended August 31, 2022 and 2021, respectively, which were the remaining terms of the performance Measurement Period at the dates of grant.

The volatility used was calculated over the most recent 2.90 -year period for

MSUs granted during the fiscal year ended August 31, 2024 and over the most recent 2.89 year periods for both MSUs granted during fiscal years ended August 31, 2023 and 2022, which were the remaining terms of the performance Measurement Period at the dates of grant.

The risk-free interest rates used are based on the implied yield available on a U.S.

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As the ultimate number of shares that vest could be as high as 200 % of the target, the Company may be required to issue additional shares to satisfy outstanding MSU award grants.

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.

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

During fiscal year 2021, the Company discontinued the granting of new DPU awards.

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 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.

The weighted-average grant date fair value of all MSUs granted was $ 226.30 , $ 184.15 and $ 232.99 during the fiscal years ended August 31, 2024, 2023 and 2022, respectively.

There were no conversions of MSUs to shares of common stock for the fiscal years ended August 31, 2024 and 2023.

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

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

Performance Share Units

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Outstanding at August 31, 2024 19,658 $ 198.94 $ 5,167

(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 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 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 weighted-average grant date fair value of all PSUs granted was $ 198.94 , $ 170.16 and $ 227.24 during the fiscal years ended August 31, 2024, 2023, and 2022, respectively.

There were no conversions of PSUs to shares of common stock for the fiscal years ended August 31, 2024 and 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 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.

Deferred Performance Units

During fiscal year 2021, the Company discontinued the granting of new DPU awards.

Other Benefit Plans

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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

Summary information about reportable segments is as follows (in thousands):

Americas EIMEA Asia-Pacific Unallocated

Corporate (1)

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Depreciation and amortization expense (2)

$ 4,581 $ 4,374 $ 229 $ 272 $ 9,456

Interest income $ 39 $ 313 $ 122 $ — $ 474

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Depreciation and amortization expense (2)

$ 3,656 $ 3,987 $ 204 $ 304 $ 8,151

Interest income $ 4 $ 111 $ 116 $ — $ 231

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Depreciation and amortization expense (2)

$ 4,320 $ 3,356 $ 275 $ 343 $ 8,294

Interest income $ 2 $ — $ 100 $ — $ 102

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(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.

(2) Amortization presented above includes amortization of definite-lived intangible assets and excludes amortization of implementation costs associated with cloud computing arrangements.

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.

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

Subsequent Event

Subsequent Events

Dividend Declaration

On October 4, 2024, the Board declared a cash dividend of $ 0.88 per share payable on October 31, 2024 to stockholders of record on October 18, 2024.

Reclassification to Held for Sale of Homecare and Cleaning Product Portfolio

In the first quarter of fiscal year 2025, the Company’s homecare and cleaning product portfolio in the Americas and EIMEA segments met the criteria to be classified as held for sale.

Management has determined that the potential sale of these brands does not represent a strategic shift having a major effect on the Company’s operations and financial results and therefore does not meet the criteria for classification as discontinued operations in the first quarter of fiscal year 2025.

Assets and liabilities included as part of the disposal group classified as held for sale are not material to the financial statements.

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