What changed in this filing

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Item 1. Financial Statements

2026-01-08 compared with 2025-07-10 · 133 added, 182 removed, 398 unchanged (44% of the section changed)

33 unchanged sentences

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

19,954,495 and 19,925,212 shares issued at May 31, 2025 and August 31, 2024, respectively;

and 13,538,864 and 13,548,581 shares outstanding at May 31, 2025 and August 31, 2024, respectively

19,970,058 and 19,954,495 shares issued at November 30, 2025 and August 31, 2025, respectively;

and 13,503,677 and 13,527,614 shares outstanding at November 30, 2025 and August 31, 2025, respectively

Additional paid-in capital 179,557 180,065

1 unchanged sentence

Accumulated other comprehensive loss ( 24,912 ) ( 24,485 )

Common stock held in treasury, at cost — 6,415,631 and 6,376,631 shares at May 31, 2025 and August 31, 2024, respectively

Common stock held in treasury, at cost — 6,466,381 and 6,426,881 shares at November 30, 2025 and August 31, 2025, respectively

( 435,962 ) ( 428,113 )

5 unchanged sentences

(Unaudited and in thousands, except per share amounts)

Three Months Ended May 31, Nine Months Ended May 31,

2025 2024 2025 2024

Three Months Ended November 30,

Net sales $ 154,423 $ 153,495

10 unchanged sentences

Interest expense ( 648 ) ( 873 )

Other income (expense), net 880 ( 283 ) 813 ( 516 )

Other expense, net ( 197 ) ( 141 )

Income before income taxes 22,592 24,256

11 unchanged sentences

(Unaudited and in thousands)

Three Months Ended May 31, Nine Months Ended May 31,

2025 2024 2025 2024

Three Months Ended November 30,

Net income $ 17,451 $ 18,925

15 unchanged sentences

Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 15,563 - —

Payments for taxes related to net share settlement of equity awards ( 2,232 ) ( 2,232 )

Stock-based compensation 1,724 1,724

5 unchanged sentences

Balance at November 30, 2025 19,970,058 $ 20 $ 179,557 $ 545,363 $ ( 24,912 ) 6,466,381 $ ( 435,962 ) $ 264,066

Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 14,125 - - -

Stock-based compensation 2,592 2,592

Cash dividends ($ 0.94 per share)

( 12,780 ) ( 12,780 )

Repurchases of common stock 12,500 ( 3,071 ) ( 3,071 )

Foreign currency translation adjustment ( 747 ) ( 747 )

Net income 29,851 29,851

Balance at February 28, 2025 19,954,495 $ 20 $ 176,850 $ 523,969 $ ( 36,200 ) 6,402,881 $ ( 422,497 ) $ 242,142

Stock-based compensation 1,625 1,625

Cash dividends ($ 0.94 per share)

( 12,766 ) ( 12,766 )

Repurchases of common stock 12,750 ( 3,041 ) ( 3,041 )

Foreign currency translation adjustment 8,125 8,125

Net income 20,977 20,977

Balance at May 31, 2025 19,954,495 $ 20 $ 178,475 $ 532,180 $ ( 28,075 ) 6,415,631 $ ( 425,538 ) $ 257,062

See accompanying notes to condensed consolidated financial statements (unaudited).

WD-40 COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited and in thousands, except share and per share amounts)

Common Stock Additional

7 unchanged sentences

Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 15,158 - —

Payments for taxes related to net share settlement of equity awards ( 2,883 ) ( 2,883 )

Stock-based compensation 1,499 1,499

5 unchanged sentences

Balance at November 30, 2024 19,940,370 $ 20 $ 174,258 $ 506,898 $ ( 35,453 ) 6,390,381 $ ( 419,426 ) $ 226,297

Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 8,554 - ( 1,742 ) ( 1,742 )

Stock-based compensation 1,866 1,866

Cash dividends ($ 0.88 per share)

( 11,976 ) ( 11,976 )

Repurchases of common stock 11,500 ( 2,905 ) ( 2,905 )

Foreign currency translation adjustment ( 433 ) ( 433 )

Net income 15,536 15,536

Balance at February 29, 2024 19,920,049 $ 20 $ 173,263 $ 487,233 $ ( 31,249 ) 6,365,381 $ ( 412,989 ) $ 216,278

Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 4,219 - - -

Stock-based compensation 914 914

Cash dividends ($ 0.88 per share)

( 11,966 ) ( 11,966 )

Repurchases of common stock 11,250 ( 2,775 ) ( 2,775 )

Foreign currency translation adjustment ( 51 ) ( 51 )

Net income 19,842 19,842

Balance at May 31, 2024 19,924,268 $ 20 $ 174,177 $ 495,109 $ ( 31,300 ) 6,376,631 $ ( 415,764 ) $ 222,242

See accompanying notes to condensed consolidated financial statements (unaudited).

2 unchanged sentences

(Unaudited and in thousands)

Nine Months Ended May 31,

Three Months Ended November 30,

Operating activities:

3 unchanged sentences

Amortization of cloud computing implementation costs 413 416

Net gains on sales and disposals of property and equipment ( 87 ) ( 141 )

Deferred income taxes 51 522

Tax benefit from release of uncertain tax position ( 11,929 ) —

Stock-based compensation 1,724 1,499

Unrealized foreign currency exchange losses 348 108

Unrealized foreign currency exchange gains ( 34 ) ( 330 )

Provision for credit losses 497 994

Write-off of inventories 234 255

Other ( 76 ) ( 41 )

Changes in assets and liabilities:

10 unchanged sentences

Proceeds from sales of property and equipment 196 124

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

Net cash used in investing activities ( 739 ) ( 567 )

3 unchanged sentences

Repayments of long-term senior notes ( 400 ) ( 400 )

Net proceeds (repayments) from revolving credit facility 1,605 ( 11,592 )

Shares withheld to cover taxes upon conversions of equity awards ( 2,883 ) ( 2,420 )

Net proceeds from revolving credit facility 4,542 14,771

Shares withheld to cover taxes upon settlement of equity awards ( 2,232 ) ( 2,883 )

Net cash used in financing activities ( 18,692 ) ( 4,097 )

Effect of exchange rate changes on cash and cash equivalents ( 101 ) ( 2,051 )

Net increase (decrease) in cash and cash equivalents 4,983 ( 2,843 )

Net (decrease) increase in cash and cash equivalents ( 9,547 ) 8,215

Cash and cash equivalents at beginning of period 58,130 46,699

2 unchanged sentences

Accrued capital expenditures

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

See accompanying notes to condensed consolidated financial statements (unaudited).

4 unchanged sentences

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

Certain assets of the Company’s homecare and cleaning product businesses are classified as held for sale as of May 31, 2025.

Certain assets of the Company’s homecare and cleaning product businesses are classified as held for sale as of November 30, 2025.

Refer to Note 3 - Assets Held for Sale for additional information.

1 unchanged sentence

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.

Homecare and cleaning products are sold primarily in North America and Australia.

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.

25 unchanged sentences

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 condensed consolidated balance sheets.

At May 31, 2025, the Company had a notional amount of $ 8.7 million outstanding in foreign currency forward contracts, which matured in June 2025.

Unrealized net gains and losses related to foreign currency forward contracts were not significant at May 31, 2025 and August 31, 2024.

Realized net gains and losses related to foreign currency forward contracts were not significant for the three and nine months ended May 31, 2025 and 2024.

At November 30, 2025, the Company had a notional amount of $ 2.9 million outstanding in foreign currency forward contracts, which will mature in January 2026.

Unrealized net gains and losses related to foreign currency forward contracts were not significant at November 30, 2025 and August 31, 2025.

Realized net gains and losses related to foreign currency forward contracts were not significant for the three months ended November 30, 2025 and 2024.

Both unrealized and realized net gains and losses are recorded in other income (expense), net in the Company’s condensed 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 been the 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 loss in the Company’s consolidated balance sheet as of September 1, 2024.

The balances previously recorded in accumulated comprehensive loss 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.

Fair Value of Financial Instruments

5 unchanged sentences

Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

As of May 31, 2025, 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.

As of November 30, 2025, 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 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.

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.

The Company’s fixed rate long-term borrowings consist of senior notes and are recorded at carrying value.

The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 59.7 million as of May 31, 2025, 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 $ 66.0 million.

During the nine months ended May 31, 2025, the Company did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

Recently Issued Accounting Standards

The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 61.0 million as of November 30, 2025, 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 $ 65.6 million.

During the three months ended November 30, 2025, the Company did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

Recently Adopted Accounting Standards

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

1 unchanged sentence

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 segment disclosures and will adopt this ASU on a retrospective basis in the Annual Report on Form 10-K for the fiscal year ending August 31, 2025.

The Company adopted ASU 2023-07 with its annual period ended August 31, 2025 and interim periods thereafter.

See Note 14 — Business Segments and foreign operations for updated disclosures as a result of this adoption.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU No.

2 unchanged sentences

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.

The amendments will impact the Company’s income tax disclosures but will have no impact on results of operations, cash flows or financial condition.

The Company will adopt the standard on the effective date in its upcoming annual report for fiscal year 2026.

In November 2024, the FASB issued ASU No.

3 unchanged sentences

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

In July 2025, the FASB issued ASU No.

2025-05, “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” which includes amendments that provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets.

The amendments are effective for the Company’s annual periods beginning September 1, 2027, 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 financial statements and disclosures.

In September 2025, the FASB issued ASU No.

2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)” which includes amendments that remove all references to prescriptive and sequential software development stages throughout Subtopic 350-40.

The amendments are effective for the Company’s annual periods beginning September 1, 2028, 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 financial statements and disclosures.

Assets Held for Sale

Reclassification to Held for Sale of Certain Homecare and Cleaning Product Businesses

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

Management has determined that the planned 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.

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

Although the planned sale of the homecare and cleaning product businesses in the Americas has not completed within the original one year expectation, these assets continued to meet the criteria as held for sale in accordance with ASC 360, Property, Plant, and Equipment as of November 30, 2025.

Assets included as part of the disposal group classified as held for sale consisted of inventory, goodwill and other intangible assets, net.

There are no liabilities in the disposal group.

The following table summarizes assets held for sale (in thousands):

The following table summarizes assets held for sale in the Americas segment (in thousands):

2025 August 31,

Inventory $ 3,907 $ 3,349

2 unchanged sentences

Total assets held for sale (1) :

$ 7,848 $ 7,290

(1) Total assets held for sale are included in other current assets on the Company’s condensed consolidated balance sheets.

Sale of Homecare and Cleaning Product Businesses in EIMEA in fiscal year 2025

During the fourth quarter of fiscal year 2025, the Company sold its homecare and cleaning product business in the EIMEA segment.

The brands related to this business are included in fiscal year 2025 financial results but will not be included in fiscal year 2026 financial results.

Inventories consisted of the following (in thousands):

5 unchanged sentences

Inventory held for sale (1)

( 3,907 ) ( 3,349 )

Total $ 84,002 $ 79,871

13 unchanged sentences

Total $ 58,670 $ 60,394

As of May 31, 2025 and August 31, 2024, the Company’s condensed consolidated balance sheets included $ 15.4 million and $ 13.4 million, respectively, of capitalized cloud computing implementation costs recorded as other assets within the Company’s condensed consolidated balance sheets.

Accumulated amortization associated with these assets was $ 3.4 million and $ 2.1 million as of May 31, 2025 and August 31, 2024, respectively.

Amortization expense associated with these assets was $ 0.5 million and $ 1.3 million for the three and nine months ended May 31, 2025.

Amortization expense associated with these assets was $ 0.6 million for the nine months ended May 31, 2024 and not significant for the three months ended May 31, 2024.

As of November 30, 2025 and August 31, 2025, the Company’s condensed consolidated balance sheets included $ 17.2 million and $ 16.6 million, respectively, of capitalized cloud computing implementation costs recorded as other assets within the Company’s condensed consolidated balance sheets.

Accumulated amortization associated with these assets was $ 4.2 million and $ 3.8 million as of November 30, 2025 and August 31, 2025, respectively.

Amortization expense associated with these assets was $ 0.4 million for both the three months ended November 30, 2025 and 2024, respectively.

Goodwill and Other Intangible Assets

2 unchanged sentences

Balance as of August 31, 2025 (1)

Translation adjustments 169 917 - 1,086

Goodwill held for sale (1)

$ 85,896 $ 10,045 $ 1,209 $ 97,150

Balance as of May 31, 2025 $ 85,899 $ 9,843 $ 1,209 $ 96,951

(1) Goodwill held for sale is included in other current assets on the Company’s condensed consolidated balance sheets.

There were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill as of May 31, 2025.

Translation adjustments 8 ( 38 ) 3 ( 27 )

Balance as of November 30, 2025 $ 85,904 $ 10,007 $ 1,212 $ 97,123

(1) Beginning balance does not include certain homecare and cleaning assets in the Americas segment as it is included in other current assets on the Company’s condensed consolidated balance sheets.

There were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill as of November 30, 2025.

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

Definite-lived Intangible Assets

In the first quarter of fiscal year 2025, the America’s homecare and cleaning product businesses were classified as held for sale.

Definite-lived intangible assets included in America’s homecare and cleaning include Spot Shot which ceased amortization as of September 1, 2024.

The Company’s definite-lived intangible assets include the trade names Spot Shot, Carpet Fresh, EZ REACH and GT85 trade names, as well as intangible assets related to customer relationships and a non-compete agreement acquired in connection with the Company’s acquisition of a Brazilian distributor during the fiscal year ended August 31, 2024.

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

In the first quarter of fiscal year 2025, certain assets of the Company’s homecare and cleaning product businesses in the Americas and EIMEA segments were classified as held for sale.

Definite-lived intangible assets included in homecare and cleaning include Spot Shot and Carpet Fresh in the Americas segment as well as the 1001 trade name in the EIMEA segment.

Spot Shot in the Americas segment was recorded at an acquisition-date fair value of $ 13.7 million and was being amortized on a straight-line basis over the useful life of 17 years.

Accumulated amortization expense was $ 10.9 million and the carrying value of this asset was $ 2.8 million as of August 31, 2024.

Carpet Fresh in the Americas segment was recorded at an acquisition-date fair value of $ 2.8 million, was being amortized on a straight-line basis over the useful life of 13 years and was fully amortized as of August 31, 2022.

The gross fair value for 1001 trade name in the EIMEA segment was $ 3.3 million at August 31, 2024 and was being amortized on a straight-line basis over the useful life of 20 years.

Accumulated amortization expense was $ 2.2 million and the carrying value of this asset was $ 1.1 million as of August 31, 2024.

Amortization of the Spot Shot and 1001 trade names ceased as of September 1, 2024.

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

3 unchanged sentences

other intangible assets, net, held for sale (1)

( 2,821 ) ( 2,821 )

Net carrying amount $ 2,390 $ 2,416

(1) Intangibles, net current held for sale are included in other current assets on the Company’s condensed consolidated balance sheets.

There has been no impairment charge for the nine months ended May 31, 2025 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.

Changes in the carrying amounts of definite-lived intangible assets by segment for the nine months ended May 31, 2025 are summarized below (in thousands):

Americas EIMEA Asia-Pacific Total

(1) Other intangibles, net current held for sale included certain homecare and cleaning assets in the Americas segment are included in other current assets on the Company’s condensed consolidated balance sheets.

There has been no impairment charge for the three months ended November 30, 2025 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.

Changes in the carrying amounts of definite-lived intangible assets, net pertain entirely to the America’s segment for the three months ended November 30, 2025 and are summarized below (in thousands).

Balance as of August 31, 2025 (1)

1 unchanged sentence

Translation adjustments 23

other intangible assets, net, held for sale (1)

( 2,821 ) ( 1,059 ) — ( 3,880 )

Balance as of May 31, 2025 $ 2,356 $ - $ — $ 2,356

(1) Other intangible assets, net current held for sale are included in other current assets on the Company’s condensed consolidated balance sheets.

Balance as of November 30, 2025 $ 2,390

(1) Beginning balance does not include certain homecare and cleaning assets in the Americas segment as it is included in other current assets on the Company’s condensed consolidated balance sheets.

The estimated amortization expense for the Company’s definite-lived intangible assets is not significant in any future individual fiscal year.

13 unchanged sentences

Accrued payroll 7,159 5,618

Accrued payroll taxes 3,027 2,907

Accrued profit sharing 6,229 4,755

Accrued payroll taxes 5,519 3,416

Other 719 682

Total $ 23,654 $ 28,415

As of May 31, 2025, the Company held borrowings under two separate agreements as detailed below.

As of November 30, 2025, the Company held borrowings under two separate agreements as detailed below.

Note Purchase and Private Shelf Agreement

1 unchanged sentence

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

As of May 31, 2025, the Company had outstanding balances on its series A, B and C notes issued under the Note Agreement.

As of November 30, 2025, the Company had outstanding balances on its series A, B and C notes issued under the Note Agreement.

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

11 unchanged sentences

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

Issuance Maturities May 31,

Issuance Maturities November 30,

2025 August 31,

14 unchanged sentences

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 May 31, 2025, $ 20.3 million of this facility was classified as long-term and was entirely denominated in Euros.

As of November 30, 2025, $ 20.9 million of this facility was classified as long-term and was entirely denominated in Euros.

$ 4.5 million was classified as short-term and was denominated in U.S.

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

Euro denominated draws fluctuate in U.S.

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

13 unchanged sentences

The consolidated interest coverage ratio means, as of any date of determination, the ratio of (a) consolidated EBITDA for the most recently completed four fiscal quarters to (b) consolidated interest charges for the most recently completed four fiscal quarters.

As of May 31, 2025, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement.

As of November 30, 2025, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement.

Share Repurchase Plan

4 unchanged sentences

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 nine months ended May 31, 2025, the Company repurchased 39,000 shares at an average price of $ 249.71 per share, for a total cost of $ 9.7 million.

As of May 31, 2025, the Company is authorized to purchase an additional $ 32.2 million under the 2023 Repurchase Plan.

During the three months ended November 30, 2025, the Company repurchased 39,500 shares at an average price of $ 197.45 per share, for a total cost of $ 7.8 million.

As of November 30, 2025, the Company is authorized to purchase an additional $ 21.8 million under the 2023 Repurchase Plan.

Earnings per Common Share

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

Three Months Ended May 31, Nine Months Ended May 31,

2025 2024 2025 2024

Three Months Ended November 30,

Net income $ 17,451 $ 18,925

2 unchanged sentences

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

Three Months Ended May 31, Nine Months Ended May 31,

2025 2024 2025 2024

Three Months Ended November 30,

Weighted-average common shares outstanding, basic 13,524 13,548

1 unchanged sentence

Weighted-average common shares outstanding, diluted 13,549 13,573

For the three months ended May 31, 2025, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 9,544 were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.

For the three months ended May 31, 2024, there were no anti-dilutive stock-based equity awards outstanding.

For the nine months ended May 31, 2025 and 2024, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 8,425 and 1,801 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.

For the three months ended November 30, 2025 and 2024, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 9,544 and 6,188 , 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):

Three Months Ended May 31, 2025 Nine Months Ended May 31, 2025

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

Three Months Ended November 30, 2025

Americas EIMEA Asia-Pacific Total

WD-40 Multi-Use Product $ 54,584 $ 44,949 $ 18,264 $ 117,797

5 unchanged sentences

Total net sales $ 71,873 $ 58,675 $ 23,875 $ 154,423

Three Months Ended May 31, 2024 Nine Months Ended May 31, 2024

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

Three Months Ended November 30, 2024

Americas EIMEA Asia-Pacific Total

WD-40 Multi-Use Product $ 52,901 $ 44,866 $ 20,780 $ 118,547

7 unchanged sentences

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

During the fourth quarter of fiscal year 2025, we completed the sale of the homecare and cleaning product businesses in the EIMEA segment.

Contract Balances

2 unchanged sentences

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 $ 2.5 million and $ 4.3 million as of May 31, 2025 and August 31, 2024, respectively.

All of the $ 4.3 million that was included in contract liabilities as of August 31, 2024 was recognized to revenue during the nine months ended May 31, 2025.

The Company had contract liabilities of $ 3.7 million and $ 4.7 million as of November 30, 2025 and August 31, 2025, respectively.

Substantially all of the $ 4.7 million that was included in contract liabilities as of August 31, 2025 was recognized to revenue during the three months ended November 30, 2025.

These contract liabilities are recorded in accrued liabilities on the Company’s condensed 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 did not have any contract assets as of May 31, 2025 and August 31, 2024.

The Company did not have any contract assets as of November 30, 2025 and August 31, 2025.

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

These receivables are presented net of an allowance for credit losses of $ 2.0 million as of May 31, 2025 and not significant as of August 31, 2024.

These receivables are presented net of an allowance for credit losses of $ 1.8 million and $ 1.2 million as of November 30, 2025 and August 31, 2025, respectively.

Commitments and Contingencies

Purchase Commitments

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 Company has ongoing relationships with various suppliers, third-party 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 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 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 .

The Company has minimum purchase obligations primarily consisting of volume commitments with certain third-party packagers.

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

The Company is committed to purchase the products produced by the contract manufacturers based on the projections provided.

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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 May 31, 2025, no such commitments were outstanding.

From time to time, the Company is subject to various claims, lawsuits, investigations and proceedings arising in the ordinary course of business, including but not limited to, product liability litigation and other claims and proceedings with respect to intellectual property, breach of contract, labor and employment, tax and other matters.

As of May 31, 2025, there were no unasserted claims or pending proceedings for claims against the Company that the Company believes will result in a probable loss.

The Company is subject to various claims, lawsuits, investigations and proceedings arising in the ordinary course of business, including but not limited to, product liability litigation and other claims and proceedings with respect to intellectual property, breach of contract, labor and employment, tax and other matters.

As of November 30, 2025, there were no significant 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.

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As a result of the Company’s insurance coverage, management believes that the estimated fair value of these indemnification agreements is minimal.

Thus, no liabilities have been recorded for these agreements as of May 31, 2025.

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 vendors.

Thus, no liabilities have been recorded for these agreements as of November 30, 2025.

Indemnification agreements are generally 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 May 31, 2025.

Thus, no liabilities have been recorded with respect to such indemnification agreements as of November 30, 2025.

The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes.

Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter.

The provision for income taxes was 23.6 % and 23.2 % as a percentage of income before income taxes for the three months ended May 31, 2025 and 2024, respectively.

There were no significant changes to the effective tax rate for the three months ended May 31, 2025 compared to the three months ended May 31, 2024.

The provision for income taxes was 5.9 % and 23.1 % as a percentage of income before income taxes for the nine months ended May 31, 2025 and 2024, respectively.

This 17.2 % decrease in the effective tax rate from period to period was primarily due to the expiration of the statute of limitations on the uncertain tax position associated with the Tax Cuts and Jobs Act’s mandatory onetime “toll tax” on unremitted foreign earnings.

The release of the uncertain tax position generated a favorable income tax adjustment of $ 11.9 million, net of the tax effect of the related interest, during nine months ended May 31, 2025.

The provision for income taxes was 22.8 % and 22.0 % as a percentage of income before income taxes for the three months ended November 30, 2025 and 2024, respectively.

The 0.8 % increase in the effective tax rate from period to period was primarily due to the following impacts:

Description of impacts on the Company’s estimated annual effective tax rate Unfavorable/(Favorable)

Lower excess tax benefits from the settlements of stock-based equity awards in the first quarter of fiscal year 2026.

Lower accrual of interest on uncertain tax position in the first quarter of fiscal year 2026.

Increased taxable earnings in certain foreign jurisdictions with higher tax rates from period to period.

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 was $ 4.5 million and $ 0.5 million as of May 31, 2025 and August 31, 2024, respectively.

Income taxes receivable was $ 3.5 million and $ 4.9 million as of November 30, 2025 and August 31, 2025, respectively.

Income taxes receivable are included in other current assets in the Company’s condensed consolidated balance sheets.

Business Segments and Foreign Operations

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:

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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.

Corporate overhead costs include expenses for the Company’s accounting and finance, information technology, legal, 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.

The Company’s Chief Executive Officer, Steven A.

Brass, as the Company’s Chief Operating Decision Maker (the “CODM”), manages the Company’s capital and allocates resources based on each business segment’s gross profit and income from operations.

The CODM compares the Company’s actual results to forecasted amounts to analyze, manage and make business decisions.

Operating income is disclosed below as it is most consistent with the amounts included in the Company’s consolidated financial statements.

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

For the Three Months Ended Americas EIMEA Asia-Pacific Unallocated

Corporate (1)

For the Three Months Ended Americas EIMEA Asia-Pacific Total

November 30, 2025

Net sales $ 71,873 $ 58,675 $ 23,875 $ 154,423

Income from operations $ 20,483 $ 12,028 $ 7,087 $ ( 12,233 ) $ 27,365

Depreciation and amortization expense (2)

Cost of products sold 33,580 24,210 9,801 67,591

Gross Profit $ 38,293 $ 34,465 $ 14,074 $ 86,832

Operating Expenses:

Department Expenses (1)

17,346 16,011 4,063 37,420

Interest income $ 51 $ 16 $ 37 $ - $ 104

Interest expense $ 715 $ 171 $ 1 $ - $ 887

Net sales $ 75,103 $ 59,399 $ 20,543 $ - $ 155,045

Income from operations $ 18,382 $ 13,705 $ 6,750 $ ( 11,661 ) $ 27,176

Depreciation and amortization expense (2)

Advertising and sales promotion 3,221 3,529 1,439 8,189

Freight 2,402 1,722 547 4,671

Depreciation (in operating departments) and Amortization (2)

285 729 53 1,067

Interest income $ 3 $ 100 $ 33 $ - $ 136

Interest expense $ 807 $ 373 $ 2 $ - $ 1,182

For the Nine Months Ended

Income from operations - reportable segments $ 15,039 $ 12,474 $ 7,972 $ 35,485

Unallocated Corporate (3)

GAAP Income from Operations $ 23,258

November 30, 2024

Net sales $ 69,436 $ 57,483 $ 26,576 $ 153,495

Income from operations $ 46,345 $ 40,982 $ 24,616 $ ( 36,176 ) $ 75,767

Depreciation and amortization expense (2)

Cost of products sold 34,414 24,249 10,745 69,408

Gross Profit $ 35,022 $ 33,234 $ 15,831 $ 84,087

Operating Expenses:

Department Expenses (1)

16,023 14,088 3,396 33,507

Interest income $ 158 $ 99 $ 101 $ - $ 358

Interest expense $ 2,206 $ 572 $ 3 $ - $ 2,781

Net sales $ 202,685 $ 162,466 $ 69,415 $ - $ 434,566

Income from operations $ 45,798 $ 35,307 $ 25,264 $ ( 34,068 ) $ 72,301

Depreciation and amortization expense (2)

Advertising and sales promotion 3,761 3,019 1,613 8,393

Freight 2,297 1,696 590 4,583

Depreciation (in operating departments) and Amortization (2)

289 750 52 1,091

Interest income $ 3 $ 182 $ 91 $ - $ 276

Interest expense $ 1,872 $ 1,459 $ 5 $ - $ 3,336

(1) These expenses are reported separately from the Company’s identified segments and are included in selling, general and administrative expenses in the Company’s condensed 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.

Income from operations - reportable segments $ 12,652 $ 13,681 $ 10,180 $ 36,513

Unallocated Corporate (3)

GAAP Income from Operations $ 25,122

(1) Department expenses consist of professional services associated with information systems, finance and legal, travel and meeting expenses, sales commissions, insurance, and other miscellaneous expenses as well as people costs which consist of salaries, stock-based compensation, fringe benefits and other miscellaneous people-costs.

(2) Depreciation presented above includes depreciation in operating departments which excludes depreciation in cost of sales.

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

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

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

Subsequent Events

Dividend Declaration

On June 17, 2025, the Company’s Board declared a cash dividend of $ 0.94 per share payable on July 31, 2025 to stockholders of record at the close of business on July 18, 2025.

Share Repurchase Plan

On June 16, 2025, the Company’s Board approved an amendment to extend the expiration date of the 2023 Repurchase Plan from August 31, 2025 to August 31, 2026.

For additional information, refer to the terms and conditions of the 2023 Repurchase Plan in Note 9 — Share Repurchase Plan.

On December 10, 2025, the Company’s Board approved an increase of 9 % in the regular quarterly cash dividend, increasing it from $ 0.94 per share to $ 1.02 per share.

The $ 1.02 per share dividend declared on December 10, 2025 is payable on January 30, 2026 to stockholders of record at the close of business on January 16, 2026.

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-Q

Item 1. Financial Statements