What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-01-08 compared with 2025-07-10 · 181 added, 290 removed, 234 unchanged (67% of the section changed)

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The following information is provided as a supplement to, and should be read in conjunction with, the unaudited condensed consolidated financial statements and notes thereto included in Part I—Item 1 of this Quarterly Report and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, which was filed with the Securities and Exchange Commission (“SEC”) on October 27, 2025.

Use of Non-GAAP Constant Currency

In order to show the impact of changes in foreign currency exchange rates on our results of operations, we have included constant currency disclosures, where necessary, in the Overview and Results of Operations sections which follow.

Constant currency disclosures represent the translation of our current fiscal year revenues, expenses and net income from the functional currencies of our subsidiaries to U.S.

Dollars using the exchange rates in effect for the corresponding period of the prior fiscal year.

Results on a constant currency basis are not in accordance with accounting principles generally accepted in the United States of America (“non-GAAP”) and should be considered in addition to, not as a substitute for, results prepared in accordance with U.S.

We use results on a constant currency basis as one of the measures to understand our operating results and evaluate our performance in comparison to prior periods in order to enhance the visibility of the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations.

Management believes this non-GAAP financial measure provides investors with additional financial information that should be considered when assessing our underlying business performance and trends.

However, reference to constant currency basis should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with U.S.

Forward-Looking Statements

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These forward-looking statements include, but are not limited to, discussions about future financial and operating results, including:

expected benefits from any acquisition or divestiture transaction;

acquired business not performing as expected;

assuming unexpected risks, liabilities and obligations of the acquired business;

disruption to the parties’ business as a result of the announcement and acquisition or divestiture transaction;

integration of acquired business and operations into the Company;

expected benefits from any divestiture transaction;

disruption to the parties’ business as a result of the announcement or completion of any divestiture transaction;

the Company's ability to successfully complete any planned divestiture;

expected timing of the closing for the divestiture;

expected proceeds from the divestiture;

the intended use of proceeds by the Company from the divestiture transaction;

impact of the divestiture transaction on the Company's stock price or EPS;

expected timing for the closing of any divestitures;

expected proceeds from any divestiture;

the intended use of proceeds by the Company from any divestiture transaction;

impact of any divestiture transaction on the Company's stock price or EPS;

growth expectations for maintenance products;

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changes in the political conditions or relations between the United States and other nations;

changes in trade policies and tariffs;

the impacts from inflationary trends, supply chain constraints and supply chain disruptions;

changes in trade policies and tariffs and the impact therefrom;

the impacts from inflationary trends;

the impacts from supply chain constraints and supply chain disruptions;

changes in interest rates;

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We undertake no obligation to revise or update any forward-looking statements.

These forward-looking statements are generally identified with words such as “believe,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “aim,” “anticipate,” “target,” “estimate” and similar expressions.

We undertake no obligation to revise or update any forward-looking statements.

Actual events or results may differ materially from those projected in forward-looking statements due to various factors, including, but not limited to, those identified in Part I—Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, and in Part II—Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q.

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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.

We sell our products 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.

During the first quarter of fiscal year 2025, we reclassified certain assets of our homecare and cleaning product businesses in the Americas and EIMEA segments to held for sale.

The following summarizes the financial and operational highlights for our business during the nine months ended May 31, 2025:

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

During the prior fiscal year 2025, certain assets of our homecare and cleaning product businesses in the Americas segment were reclassified to held for sale and they continue to be classified as held for sale as of November 30, 2025.

The Company sold its homecare and cleaning product brands in the EIMEA segment during the fourth quarter of fiscal year 2025.

These brands are included in fiscal year 2025 financial results but will not be included in fiscal year 2026 financial results.

The following summarizes the financial and operational highlights for our business during the three months ended November 30, 2025:

• Consolidated net sales increased $0.9 million or 1%, to $154.4 million compared to the corresponding period of the prior fiscal year.

Increases in sales volume favorably impacted net sales by approximately $21.5 million from period to period.

Decreases in sales volume unfavorably impacted net sales by approximately $4.2 million from period to period, of which $1.6 million was related to the sale of our homecare and cleaning business at the end of fiscal year 2025.

Increases in the average selling price of our products positively impacted net sales by approximately $1.7 million from period to period.

Changes to net sales attributable to volumes and average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period.

Consolidated net sales was unfavorably impacted by changes in foreign currency exchange rates, which impact was estimated to be $5.0 million from period to period.

In addition, changes in foreign currency exchange rates from period to period had a favorable impact of $3.4 million on consolidated net sales for the first three months of fiscal year 2026.

On a constant currency basis, net sales would have decreased by $2.4 million, or 2%, from period to period.

This favorable impact from changes in foreign currency exchange rates mainly came from our EIMEA segment, which accounted for 38% of our consolidated sales for the three months ended November 30, 2025.

• Gross profit as a percentage of net sales increased to 56.2% from 54.8% in the corresponding period of the prior fiscal year.

• Consolidated net income increased $16.9 million, or 32%, compared to the corresponding period of the prior fiscal year.

During the second quarter of fiscal year 2025, we released an uncertain tax position that generated a favorable income tax adjustment of $11.9 million.

Excluding this one-time benefit, net income would have increased $5.0 million, or 9%.

• Consolidated net income decreased $1.5 million, or 8%, compared to the corresponding period of the prior fiscal year.

• Diluted earnings per common share were $1.28 versus $1.39 in the prior fiscal year period.

As noted above, during the second quarter of fiscal year 2025, we released an uncertain tax position that generated a favorable income tax adjustment.

Excluding this one-time benefit, on a non-GAAP basis, adjusted diluted EPS was $4.26.

• During the first quarter of fiscal year 2025, we reclassified certain assets our homecare and cleaning product businesses in the Americas and EIMEA segments to held for sale.

• During the nine months ended May 31, 2025, we returned approximately $47.2 million to our stockholders through share repurchases and dividends.

Global Economic Conditions

We continue to monitor changes in international trade relations and trade policy, including those related to tariffs, which could adversely impact our results.

We utilize third-party manufacturers and distribution centers that are primarily in regions near our customers and end users, which mitigates the potential unfavorable impacts of new tariffs on purchases of our inventory and shipments to our customers.

However, certain inputs sourced by our third-party manufacturers to produce our inventory may increase in cost and unfavorably impact our results.

In addition, any supply chain constraints, inflationary impacts or weakening in consumer demand as a result of changes to global economic conditions could impact our results.

See our risk factors disclosed in Part I―Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, which was filed with the SEC on October 21, 2024 for further information on risks related to global economic conditions and uncertainty of trade relations and tariffs affecting trade between the U.S.

and other countries.

• During the three months ended November 30, 2025, we returned approximately $20.6 million to our stockholders through share repurchases and dividends.

Results of Operations

Three and Nine Months Ended May 31, 2025 Compared to Three and Nine Months Ended May 31, 2024

Three Months Ended November 30, 2025 Compared to Three Months Ended November 30, 2024

Operating Items

The following table summarizes operating data for our consolidated operations (in thousands, except percentages and per share amounts):

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

Three Months Ended November 30,

2025 2024 Change from

Prior Year 2025 2024 Change from

Dollars Percent Dollars Percent

Dollars Percent

WD-40 Multi-Use Product $ 117,798 $ 118,547 $ (749) (1) %

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

Approximately $1.6 million of the decrease in net sales of HCCP was driven by the sale of our HCCP business in EIMEA which occurred at the end of fiscal year 2025.

Net Sales by Segment

The following table summarizes net sales by segment (in thousands, except percentages):

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

Three Months Ended November 30,

2025 2024 Change from

Prior Year 2025 2024 Change from

Dollars Percent Dollars Percent

Dollars Percent

Americas $ 71,873 $ 69,436 $ 2,437 4 %

EIMEA 56,705 59,399 (2,694) (5) % 173,763 162,466 11,297 7 %

58,675 57,483 1,192 2 %

Asia-Pacific 23,875 26,576 (2,701) (10) %

Total $ 154,423 $ 153,495 $ 928 1 %

(1) EIMEA’s change to prior year was impacted by the sale of our HCCP business in EIMEA in late fiscal year 2025.

Net Sales would have increased $2.8 million and 5% excluding the impact of HCCP product sales from the prior fiscal year of $1.6 million.

Americas Sales

The following table summarizes net sales by product line for the Americas segment, which includes the U.S., Canada and Latin America (in thousands, except percentages):

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

Three Months Ended November 30,

2025 2024 Change from

Prior Year 2025 2024 Change from

Dollars Percent Dollars Percent

Dollars Percent

WD-40 Multi-Use Product $ 54,584 $ 52,901 $ 1,683 3 %

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% of consolidated net sales 47 % 45 %

CC Net sales – non-GAAP (1)

$ 71,428 $ 69,436 $ 1,992 3 %

Currency impact on current period – non-GAAP $ 445

(1) Current fiscal year constant currency net sales translated at the foreign currency exchange rates in effect for the corresponding period of the prior fiscal year, compared to prior period actual net sales.

The following table summarizes management’s estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the Americas segment (in millions):

Change from Prior Year

First Quarter Second Quarter Third Quarter Year to Date

First Quarter

Increase in average selling price (1)

$ 0.2 $ 0.3 $ 2.4 $ 2.9

Increase in sales volume (1)

6.3 3.1 2.4 11.8

Currency impact on current period 0.4

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(1) Management’s estimates of changes in net sales attributable to volumes and the average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period.

Americas Sales – Three Months Ended – May 31, 2025 Compared to May 31, 2024

Net sales in the Americas segment increased from period to period, highlighted by the following:

• WD-40 Multi-Use Product sales increased $2.7 million, or 5%, primarily due to the increase in U.S.

of $3.0 million.

sales increased primarily due to higher sales volume due to higher level of promotional activities and timing of customer orders from certain mass retailers and online retailers.

Sales in Latin America remained relatively constant from period to period.

Latin America distributor markets decreased in sales volume from period to period due to a lower level of promotional activities and timing of customer orders, which were offset by an increase in sales volume in Brazil.

• WD-40 Specialist sales increased $0.4 million, or 4%, primarily due to increased distribution in the United States.

• Other maintenance product and homecare and cleaning product sales remained relatively constant from period to period.

• For the three months ended May 31, 2025, 73% of sales came from the U.S., and 27% of sales came from Canada and Latin America combined compared to the three months ended May 31, 2024 when 72% of sales came from the U.S., and 28% of sales came from Canada and Latin America.

Americas Sales – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Americas Sales – Three Months Ended – November 30, 2025 Compared to November 30, 2024

Net sales in the Americas segment increased from period to period, highlighted by the following:

• WD-40 Multi-Use Product sales increased $1.7 million , or 3% , primarily due to increases in Latin America and U.S.

of $6.9 million and $2.7 million, respectively.

Sales in Brazil increased $7.0 million primarily due to operating under a direct model for the nine months ended May 31, 2025.

Early in the third quarter of fiscal year 2024, we acquired a Brazilian distributor and shifted from an indirect distribution model to a direct model.

In addition, sales in other Latin American markets increased $0.9 million due to improved economic conditions in certain regions as well as a higher level of promotional activities.

Sales in U.S.

increased primarily due to increased sales volumes due to a higher level of promotional programs.

These increases in Latin America and U.S.

were partially offset by lower sales in Mexico of $2.1 million primarily due to unfavorable changes in foreign currency exchange rates.

• WD-40 Specialist sales increased $2.1 million , or 9% , primarily due to new distribution and increased demand in the United States.

• Other maintenance product sales remained relatively constant from period to period.

• Homecare and cleaning product sales decreased $0.5 million, or 5%, primarily due to changes in distribution as well as reduced demand in the U.S.

as a result of a lower level of advertising and promotional activities associated with these brands, as we focus on increasing sales of maintenance products in support of our four-by-four strategic framework.

• For the nine months ended May 31, 2025, 72% of sales came from the U.S., and 28% of sales came from Canada and Latin America combined compared to the nine months ended May 31, 2024 when 74% of sales came from the U.S., and 26% of sales came from Canada and Latin America.

by $1.4 million and $0.3 million, respectively.

Latin America sales increased primarily due to a $1.2 million increase in Mexico, which was due to increased sales volume as a result of expanded distribution and successful promotional activities, as well as timing of customer orders.

Mexico sales also benefited from favorable period to period changes in foreign currency exchange rates.

The increase of Multi-Use Product sales in the U.S.

was primarily due to a marginal price increase implemented in the first quarter of fiscal year 2026, partially offset by lower volumes due to the timing of customer orders.

• WD-40 Specialist sales increased $1.2 million , or 14% , primarily due to increased online retail sales, new distribution and increased demand in the U.S.

• Other maintenance product sales remained relatively constant period over period.

• Homecare and cleaning product sales decreased $0.7 million, or 18%, primarily due to distribution changes and lower U.S.

demand caused by reduced advertising and promotional activities, as we focus on increasing sales of maintenance products under our four-by-four strategic framework.

• For the three months ended November 30, 2025, 72% of sales came from the U.S., and 28% of sales came from Canada and Latin America combined compared to the three months ended November 30, 2024 when 73% of sales came from the U.S., and 27% of sales came from Canada and Latin America.

The following table summarizes net sales by product line for the EIMEA segment, which includes Europe, India, the Middle East and Africa (in thousands, except percentages):

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

Three Months Ended November 30,

2025 2024 Change from

Prior Year 2025 2024 Change from

Dollars Percent Dollars Percent

Dollars Percent

WD-40 Multi-Use Product $ 44,949 $ 44,866 $ 83 — %

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Total maintenance products 58,675 55,877 2,798 5 %

HCCP 1,105 2,273 (1,168) (51) % 4,202 6,462 (2,260) (35) %

— 1,606 (1,606) (100) %

Total net sales $ 58,675 $ 57,483 $ 1,192 2 %

% of consolidated net sales 38 % 38 %

CC Net sales – non-GAAP (2)

$ 55,518 $ 57,483 $ (1,965) (3) %

Currency impact on current period – non-GAAP (2)

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

(2) Current fiscal year constant currency net sales translated at the foreign currency exchange rates in effect for the corresponding period of the prior fiscal year, compared to prior period actual net sales.

The following table summarizes management’s estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the EIMEA segment (in millions):

Change from Prior Year

First Quarter Second Quarter Third Quarter Year to Date

Increase in average selling price (1)

$ 0.5 $ 0.9 $ 1.7 $ 3.1

Increase (decrease) in sales volume (1)

6.2 7.4 (4.8) 8.8

First Quarter

Decrease in average selling price (1)

Decrease in sales volume due to sale of HCCP (2)

Decrease in sales volume (1)

Currency impact on current period 3.2

Increase (decrease) in net sales $ 8.7 $ 5.3 $ (2.7) $ 11.3

Increase in net sales $ 1.2

(2) The Company sold its homecare and cleaning product brands in the EIMEA segment during the fourth quarter of fiscal year 2025.

These brands are included in fiscal year 2025 financial results but will not be included in fiscal year 2026 financial results.

The countries and regions in Europe where we sell through a direct sales force include the U.K., Italy, France, Iberia (which includes Spain and Portugal), DACH (which includes Germany, Austria and Switzerland) and Benelux (which includes Belgium, the Netherlands and Luxembourg).

The regions in the EIMEA segment where we sell through local distributors include the Middle East, Africa, India, Eastern and Northern Europe.

EIMEA Sales – Three Months Ended – May 31, 2025 Compared to May 31, 2024

Net sales decreased in the EIMEA segment from period to period, primarily due to the following:

• WD-40 Multi-Use Product sales decreased $2.6 million, or 6%, primarily due to a decrease in sales volume to our marketing distributor customers which unfavorably impacted sales by $3.9 million, primarily in the Middle East region.

This decrease was due to lower demand as a result of weaker economic conditions in certain regions as well as timing of customer orders.

This decrease was partially offset by increases in some of our direct markets, including the U.K.

and France, which increased $0.5 million and $0.4 million, respectively, due to increased sales volume.

• WD-40 Specialist sales increased $1.3 million, or 15%, primarily due to higher sales volume as a result of increased promotional activity for our WD-40 Bike line in the DACH region, as well as stronger levels of demand in France and other direct markets.

• Other maintenance product sales remained relatively constant from period to period.

• Homecare and cleaning product sales decreased $1.2 million, or 51%, primarily due to reduced demand in the U.K.

EIMEA Sales – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

EIMEA Sales – Three Months Ended – November 30, 2025 Compared to November 30, 2024

Net sales increased in the EIMEA segment from period to period, highlighted by the following:

• WD-40 Multi-Use Product sales increased $10.1 million, or 8%, primarily due to higher sales volume across nearly all regions.

Sales in direct markets increased significantly in France, Iberia, Benelux, and Italy which were up $2.2 million, $1.6 million, $1.4 million, and $1.3 million, respectively.

Sales to our marketing distributors in various regions, increased $2.2 million, most predominately in India, primarily due to increased distribution, higher levels of demand and timing of customer orders.

Most regions in EIMEA have experienced continued increases in sales volumes after a temporary reduction in demand from price increases we implemented during fiscal year 2023.

While most of this volume recovery was experienced in fiscal year 2024 after customers adjusted to those price increases, this volume recovery has continued into fiscal year 2025 and has resulted in higher sales levels from period to period.

• WD-40 Specialist and other maintenance product sales increased $3.3 million, or 15%, primarily due to the increased demand and new distribution associated with premiumization efforts in support of our strategic framework.

Other contributing factors include increased promotional activities discussed in the section for the three months ended May 31, 2025.

• Homecare and cleaning product sales decreased $2.3 million, or 35%, primarily due to reduced demand in the U.K.

as a result of a lower level of advertising and promotional activities associated with these brands, as discussed above in the section for the three months ended May 31, 2025.

• WD-40 Multi-Use Product sales remained relatively constant period over period.

Net sales were positively impacted by favorable changes in foreign currency exchange rates.

Therefore, on a constant currency basis, sales would have decreased by approximately 5% period over period.

Sales decreased $2.1 million in our distributor markets, most significantly in Saudi Arabia and the UAE region which decreased $1.2 million and $0.9 million, respectively, due to a decrease in sales volumes from timing of customer orders.

This decrease in overall

distributor markets was partially offset by stronger sales in India which increased $1.4 million due to increased distribution.

Sales to our direct markets continued their strong growth carried over from the prior fiscal year, particularly those in Iberia, the DACH region and France, which increased $0.9 million, $0.6 million and $0.5 million, respectively.

• WD-40 Specialist product sales increased $2.1 million, or 27%, primarily due to increases in sales in France and Iberia of $0.8 million and $0.4 million, respectively.

Sales growth in France and Iberia benefited from strong sales volume growth due to increased promotional activities as well as new product launches in the first quarter of fiscal year 2026.

• Net sales were favorably impacted by $3.2 million across our various brands as a result of favorable changes in foreign currency exchange rates.

On a constant currency basis, sales in EIMEA would have decreased 3%.

Asia-Pacific Sales

The following table summarizes net sales by product line for the Asia-Pacific segment, which includes Australia, China and other countries in the Asia region (in thousands, except percentages):

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

Prior Year Change from

2025 2024 Dollars Percent 2025 2024 Dollars Percent

Three Months Ended November 30,

2025 2024 Dollars Percent

WD-40 Multi-Use Product $ 18,264 $ 20,780 $ (2,516) (12) %

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% of consolidated net sales 15 % 17 %

CC Net sales – non-GAAP (1)

$ 24,113 $ 26,576 $ (2,463) (9) %

Currency impact on current period – non-GAAP $ (238)

The following table summarizes management’s estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the Asia-Pacific segment (in millions):

Change from Prior Year

First Quarter Second Quarter Third Quarter Year to Date

Increase (decrease) in average selling price (1)

$ 0.5 $ (1.1) $ — $ (0.6)

(Decrease) increase in sales volume (1)

(2.1) 1.3 1.7 0.9

First Quarter

Increase in average selling price (1)

Decrease in sales volume (1)

Currency impact on current period (0.2)

(Decrease) increase in net sales $ (1.0) $ (0.3) $ 1.5 $ 0.2

Decrease in net sales $ (2.7)

Asia-Pacific Sales – Three Months Ended – May 31, 2025 Compared to May 31, 2024

Net sales in the Asia-Pacific segment increased from period to period, highlighted by the following:

• WD-40 Multi-Use Product sales increased $1.6 million, or 10%, primarily due to increases in China and our Asia distributor markets of $0.9 million and $0.6 million, respectively.

Sales in China increased due to increased sales volume from successful promotional programs and marketing activities as well as increased distribution.

Sales in our Asia Distributor markets increased due to successful promotional programs and increased demand, particularly in Indonesia and Taiwan.

• WD-40 Specialist and other maintenance product sales remained relatively constant from period to period.

• Homecare and cleaning product sales decreased $0.2 million, or 8%, from period to period primarily due to lower sales due to a lower level of promotional activity.

Asia-Pacific Sales – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Net sales in the Asia-Pacific segment increased from period to period, highlighted by the following:

• WD-40 Multi-Use Product sales remained relatively constant due to sales decreases in Asia distributor markets of $2.6 million mostly offset by sales increases in China and Australia of $2.1 million and $0.3 million, respectively.

Asia distributor markets experienced a decrease in sales volume primarily due to market disruption driven by the strengthening of the U.S.

Dollar during the first half of fiscal year 2025, as well as weaker economic conditions in certain regions.

In addition, sales volumes decreased due to timing of customer orders placed by certain of our distributors, particularly in the Philippines.

Sales in China and Australia increased due to higher sales volume from successful promotional programs and marketing activities.

• WD-40 Specialist sales increased $0.4 million, or 6%, primarily due to increased sales volume due to successful promotional programs and marketing activities in China.

• Other maintenance and homecare and cleaning product sales remained relatively constant from period to period.

Our homecare and cleaning businesses in the Asia-Pacific segment are not held for sale.

Asia-Pacific Sales – Three Months Ended – November 30, 2025 Compared to November 30, 2024

Net sales in the Asia-Pacific segment decreased from period to period, highlighted by the following:

• WD-40 Multi-Use Product sales decreased $2.5 million, or 12%, primarily due to a decrease in Asia distributor markets of $3.3 million partially offset by an increase in China of $0.8 million.

Asia distributor markets decreased as a result of lower volumes, primarily due to timing of customer orders from quarter to quarter as distributors that heavily participated in our promotional activities in the fourth quarter of fiscal year 2025 have been adjusting to more normal levels of inventory for our products in the first quarter of fiscal year 2026.

These decreases were

partially offset by increases in China due to increased sales volume from successful promotional programs and marketing activities as well as new distribution within the first quarter of fiscal year 2026.

The following general information is important when assessing fluctuations in our gross margin:

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• Our gross profit and gross margin may not be comparable to those of other consumer product companies, since some of these companies include all costs related to distribution of their products in cost of products sold, whereas we exclude the portion associated with amounts paid to third parties for shipment to our customers from our distribution centers and contract manufacturers and include these costs in selling, general and administrative expenses.

These costs totaled $4.6 million, or 2.9% of net sales for both the three months ended May 31, 2025 and 2024, respectively, and $13.5 million and $12.6 million, or 3.0% and 2.9% of net sales for the nine months ended May 31, 2025 and 2024, respectively.

These costs totaled $4.7 million and $4.6 million for the three months ended November 30, 2025 and 2024.

The following table summarizes gross margin and gross profit (in thousands, except percentages):

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

Three Months Ended November 30,

2025 2024 Change from

Prior Year 2025 2024 Change from

Gross profit $ 86,832 $ 84,087 $ 2,745

Gross margin 56.2 % 54.8 % 140 bps (1)

55.2 % 53.1 % 210 bps (1)

(1) Basis points (“bps”) change in gross margin.

Gross Margin – Three Months Ended – May 31, 2025 Compared to May 31, 2024

Gross Margin – Three Months Ended – November 30, 2025 Compared to November 30, 2024

Gross margin increased 140 bps primarily due to the following favorable impacts:

Favorable Explanations

Lower costs of specialty chemicals used in the formulation of our products and costs of aerosol cans.

Increases in average selling prices.

Lower costs of specialty chemicals used in the formulation of our products

Lower costs of aerosol cans

During the first quarter of fiscal year 2025, we reclassified certain assets of our homecare and cleaning product businesses in the Americas and EIMEA segments to held for sale.

Gross margin excluding these products would have been 0.5% higher during the three months ended May 31, 2025.

Gross Margin – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Gross margin increased 210 bps primarily due to the following favorable impacts:

Lower costs of aerosol cans

Lower costs of specialty chemicals used in the formulation of our products

Favorable sales mix and other miscellaneous mix impacts

Gross margin excluding assets held for sale would have been 0.6% higher during the nine months ended May 31, 2025.

Higher filling fees paid to our third-party contract manufacturers, primarily in the EIMEA segment.

Gross margin excluding these products would have been 0.5% higher during the three months ended November 30, 2025.

Selling, General and Administrative (“SG&A”) Expenses

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

Three Months Ended November 30,

2025 2024 Change from

Prior Year 2025 2024 Change from

(in thousands) Dollars Percent Dollars Percent

(in thousands) Dollars Percent

SG&A expenses $ 55,336 $ 50,525 $ 4,811 10 %

% of net sales 35.8 % 32.9 %

SG&A Expenses – Three Months Ended – May 31, 2025 Compared to May 31, 2024

The increase in SG&A expenses was primarily due to increases in employee-related costs of $5.8 million due to higher accrued incentive compensation, annual compensation increases, higher stock-based compensation expense and higher headcount.

These higher employee-related costs include additional headcount to support various sales growth initiatives identified within our strategic framework, as well as headcount related to the enhancement of our information systems.

SG&A Expenses – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

The increase in SG&A expenses was primarily due to increases in employee-related costs of $11.5 million due to higher accrued incentive compensation, annual compensation increases, higher stock-based compensation expense and higher headcount.

These higher employee-related costs include additional headcount to support various sales growth initiatives identified within our strategic framework and headcount related to the enhancement of our information systems.

Professional services fees increased SG&A by $1.2 million primarily due to increases in the EIMEA segment in support of various strategic initiatives.

Freight expense increased $0.9 million primarily in the Americas and EIMEA segments, due to higher sales volumes that resulted in higher outbound freight costs.

Credit loss adjustments increased in the U.S.

by $0.6 million and travel and meeting expenses increased $0.6 million as a result of additional travel related to geographic expansion and other initiatives aligned with our strategic framework.

Amortization costs associated with cloud computing implementation also increased SG&A by $0.6 million from period to period.

SG&A Expenses – Three Months Ended – November 30, 2025 Compared to November 30, 2024

The increase in SG&A expenses was primarily due to increases in employee-related costs of $2.8 million due to annual compensation increases and higher headcount.

These higher employee-related costs are to support various sales growth initiatives identified within our strategic framework and the enhancement of our information systems.

SG&A also increased by $1.0 million due to higher travel and meeting expense across all three segments primarily in support of growth related initiatives.

In addition, changes in foreign currency exchange rates increased SG&A expenses by $1.0 million, primarily in our EIMEA segment.

We continued our research and development investment, the majority of which is associated with our maintenance products, including efforts focused on sustainability as well as our focus on innovation and renovation of our products.

Research and development costs were $2.5 million and $2.2 million for the three months ended May 31, 2025 and 2024, respectively, and $6.3 million and $5.8 million for the nine months ended May 31, 2025 and 2024, respectively.

The increase from period to period was partially due to a higher level of research and development activity associated with our sustainability initiatives.

Research and development costs were $1.9 million for both the three months ended November 30, 2025 and 2024.

Our research and development team engages in consumer research, environmental and sustainability initiatives, product development, product improvements and testing activities.

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Advertising and Sales Promotion (“A&P”) Expenses

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

Prior Year Change from

(in thousands) 2025 2024 Dollars Percent 2025 2024 Dollars Percent

Three Months Ended November 30,

(in thousands) 2025 2024 Dollars Percent

A&P expenses $ 8,189 $ 8,393 $ (204) (2) %

% of net sales 5.3 % 5.5 %

A&P Expenses – Three M onths Ended – May 31, 2025 Compared to May 31, 2024

A&P expenses remained relatively constant from period to period.

As a percentage of net sales, A&P expenses may fluctuate period to period based upon the type of marketing activities we employ and the period in which the costs are incurred.

Total promotional costs recorded as a reduction to sales were $8.6 million and $7.7 million for the three months ended May 31, 2025 and 2024, respectively.

Therefore, our total expenditures on A&P activities were $17.7 million and $17.0 million for the three months ended May 31, 2025 and 2024, respectively.

A&P Expenses – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

The increase in A&P expenses was primarily due to a higher level of promotional programs and marketing support, particularly in the Americas and EIMEA segments.

Although A&P expenses increased from period to period, A&P expenses as a percentage of net sales remained relatively constant.

Total promotional costs recorded as a reduction to sales were $25.1 million and $23.1 million, for the nine months ended May 31, 2025 and 2024, respectively.

Therefore, our total expenditure on A&P activities was $50.1 million and $46.1 million for the nine months ended May 31, 2025 and 2024, respectively.

A&P Expenses – Three Months Ended – November 30, 2025 Compared to November 30, 2024

The decrease in A&P expenses was primarily due to a slightly lower level of promotional programs and marketing support, particularly in the Americas segment.

Total promotional costs recorded as a reduction to sales were $9.0 million and $8.8 million for the three months ended November 30, 2025 and 2024, respectively.

Therefore, our total expenditures on A&P activities were $17.2 million for both the three months ended November 30, 2025 and 2024.

Income from Operations by Segment

The following table summarizes income from operations by segment (in thousands, except percentages):

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

Three Months Ended November 30,

2025 2024 Change from

Prior Year 2025 2024 Change from

Dollars Percent Dollars Percent

Dollars Percent

Americas $ 15,039 $ 12,652 $ 2,387 19 %

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

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

Americas Operating Income – Three Months Ended – May 31, 2025 Compared to May 31, 2024

Income from operations for the Americas increased to $20.5 million, up $2.1 million, or 11.0%, primarily due to a $3.1 million increase in sales and a higher gross margin, which was partially offset by higher operating expenses.

Gross margin for the Americas segment increased from 50.6% to 54.2%, primarily due a lower level of discounts that we gave to our customers, as well as decreases in the costs of petroleum-based specialty chemicals, and the favorable impact of increases in average selling price.

Operating expenses increased $2.3 million primarily due to higher employee-related costs as a result of increased headcount, annual compensation increases and increased stock-based compensation expense from period to period.

These expenses are reported separate from our identified segments and are included in selling, general and administrative expenses on our condensed consolidated statements of operations.

Americas Operating Income – Three Months Ended – November 30, 2025 Compared to November 30, 2024

Income from operations for the Americas increased to $15.0 million, up $2.4 million, or 19%, primarily due to an increase in sales of $2.4 million and a higher gross margin partially offset by higher operating expenses.

Gross margin for the Americas segment increased from 50.4% to 53.3%, primarily due to the favorable impact of increases in average selling prices and decreases in the costs of petroleum-based specialty chemicals and aerosol cans.

Operating expenses increased $0.9 million primarily due to higher employee-related costs as a result of increased headcount and annual compensation increases, partially offset by a decrease in A&P expense.

In addition, operating expenses increased due to a higher level of travel and meeting expenses.

Operating income as a percentage of net sales increased from 18.2% to 20.9% period over period.

Americas Operating Income – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Income from operations for the Americas increased to $46.3 million, up $0.5 million, or 1%, primarily due to a increase in sales of $10.4 million and a higher gross margin partially offset by higher operating expenses.

Gross margin for the Americas segment increased from 50.2% to 51.7%, primarily due to decreases in the costs of petroleum-based specialty chemicals, the favorable impact of increases in average selling price and a lower level of discounts that we gave to our customers.

These favorable impacts were partially offset by higher warehousing, distribution and freight costs increases as well as increases to miscellaneous other input costs.

Operating expenses increased $7.8 million primarily due to higher employee-related costs as a result of increased headcount, higher accrued incentive compensation and annual compensation increases.

In addition, operating expenses increased due to a higher level of A&P expenses, higher outbound freight costs primarily due to increased sales and an increase in provision for credit losses from period to period.

Operating income as a percentage of net sales decreased from 22.6% to 21.7% period over period.

EIMEA Operating Income – Three Months Ended – May 31, 2025 Compared to May 31, 2024

Income from operations for the EIMEA segment decreased to $12.0 million, down $1.7 million, or 12%, primarily due to due to higher operating expenses and decreased sales partially offset by higher gross margin.

Operating expenses increased $1.9 million primarily due to higher employee-related costs as a result of higher accrued incentive compensation, annual compensation increases and increased headcount.

In addition, operating expenses increased due to a higher level of professional service costs and travel and meeting expenses in support of our strategic framework.

Gross margin for the EIMEA segment increased from 54.8% to 57.7% primarily due to the favorable impact of price increases as well as favorable changes in sales mix and market mix from period to period, and decreases to miscellaneous other input costs.

EIMEA Operating Income – Three Months Ended – November 30, 2025 Compared to November 30, 2024

Income from operations for the EIMEA segment decreased to $12.5 million, down $1.2 million, or 9%, primarily due to higher operating expenses, partially offset by a $1.2 million increase in sales and a higher gross margin.

Gross margin for the EIMEA segment increased from 57.8% to 58.7% primarily due to the favorable impact of foreign exchange rates pertaining to input costs from period to period as well as decreases in the costs of petroleum-based specialty chemicals, partially offset by higher third party manufacturing fees.

Operating expenses increased $2.4 million primarily due to higher employee-related costs as a result of increased headcount and annual compensation increases as well as a higher level of A&P expenses from period to period.

Operating income as a percentage of net sales decreased from 23.8% to 21.3% period over period.

EIMEA Operating Income – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Income from operations for the EIMEA segment increased to $41.0 million, up $5.7 million, or 16%, primarily due to a $11.3 million increase in sales and a higher gross margin, which was partially offset by higher operating expenses.

Gross margin for the EIMEA segment increased from 54.4% to 57.9% primarily due to the favorable impact of price increases as well as decreases to miscellaneous other input costs, and decreases in the costs of aerosol cans.

Operating expenses increased $6.5 million primarily due to the factors as discussed above in the section for the three months ended May 31, 2025, as well as a higher level of A&P expenses from period to period.

Operating income as a percentage of net sales increased from 21.7% to 23.6% period over period.

Asia-Pacific Operating Income – Three Months Ended – May 31, 2025 Compared to May 31, 2024

Income from operations for the Asia-Pacific segment increased to $7.1 million, up $0.3 million, or 5%, primarily due to a $1.5 million increase in sales and a higher gross margin, partially offset by higher operating expenses.

Gross margin for the Asia-Pacific segment increased from 57.6% to 59.0%, primarily due to a lower level of discounts that we gave to our customers partially offset by the unfavorable changes in sales mix and market mix from period to period.

Operating expenses increased $0.8 million due to higher employee-related costs as a result of annual compensation increases as well as higher A&P expenses from period to period.

Operating income as a percentage of net sales decreased slightly from 32.9% to 32.1%.

Asia-Pacific Operating Income – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Income from operations for the Asia-Pacific segment decreased to $24.6 million, down $0.6 million, or 3%, due to higher operating expenses partially offset by increased sales and a higher gross margin, which increased slightly from 58.5% to 59.0%.

Operating expenses increased $1.2 million primarily due to the factors as discussed above in the section for the three months ended May 31, 2025.

Asia-Pacific Operating Income – Three Months Ended – November 30, 2025 Compared to November 30, 2024

Income from operations for the Asia-Pacific segment decreased to $8.0 million, down $2.2 million, or 22%, due to higher operating expenses, lower sales and lower gross margin.

Gross margin for the Asia-Pacific segment decreased from 59.6% to 58.9% primarily due to the unfavorable impacts from higher discounts as well as changes in product and sales mix.

Operating expenses increased $0.5 million primarily due to higher travel and meeting expenses.

Operating income as a percentage of net sales decreased from 38.3% to 33.4% period over period.

Unallocated Corporate

Unallocated Corporate Expenses – Three Months Ended – May 31, 2025 Compared to May 31, 2024

Unallocated corporate expenses increased to $12.2 million, up $0.6 million, or 5%, as a result of higher accrued incentive compensation expense from period to period.

Unallocated Corporate Expenses – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Unallocated corporate expenses increased to $36.2 million, up $2.1 million, or 6%, as a result higher accrued incentive compensation costs as well as amortization costs associated with the implementation of the ERP system in the U.S.

Unallocated Corporate Expenses – Three Months Ended – November 30, 2025 Compared to November 30, 2024

Unallocated corporate expenses increased to $12.2 million, up $0.8 million, or 7%, primarily due to higher employee-related costs as a result of increased headcount and annual compensation increases, as well as higher accrued incentive compensation costs.

Non-Operating Items

The following table summarizes non-operating income and expenses for our consolidated operations (in thousands):

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

2025 2024 Change 2025 2024 Change

Three Months Ended November 30,

2025 2024 Change

Interest income $ 179 $ 148 $ 31

Interest expense $ 648 $ 873 $ (225)

Other income (expense), net $ 880 $ (283) $ 1,163 $ 813 $ (516) $ 1,329

Other expense, net $ (197) $ (141) $ (56)

Provision for income taxes $ 5,141 $ 5,331 $ (190)

Interest Income

Interest income remained relatively consistent for both the three and nine months ended May 31, 2025 and 2024.

Interest Expense

Interest expense decreased by $0.3 million for the $0.6 million for the three months ended May 31, 2025 and 2024, respectively, primarily due to lower aggregate outstanding balances on our revolving credit agreement from period to period.

Other Income (Expense), Net

Other income (expense), net changed favorably by $1.2 million and $1.3 million for the three and nine months ended May 31, 2025 and 2024, respectively, primarily due to foreign currency exchange gains which were recorded for the three and nine months ended May 31, 2025 compared to net foreign currency exchange losses which were recorded in the same period of the prior fiscal year as a result of fluctuations in the foreign currency exchange rates for both the Euro and the U.S.

Dollar against the Pound Sterling.

Provision for Income Taxes

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

Descriptions of impacts on our effective income tax rate are incorporated by reference to Part I—Item 1, “Notes to Condensed Consolidated Financial Statements” Note 13 — Income Taxes included in this report.

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

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

Net income increased 6% to $21.0 million, or $1.54 per common share on a fully diluted basis, for the three months ended May 31, 2025 compared to $19.8 million, or $1.46 per common share on a fully diluted basis, for the three months ended May 31, 2024.

Net income increased 32% to $69.8 million, or $5.13 per common share on a fully diluted basis, for the nine months ended May 31, 2025 compared to $52.9 million, or $3.88 per common share on a fully diluted basis, for the corresponding period of the prior fiscal year.

During the second quarter of fiscal year 2025, we released an uncertain tax position that generated a

favorable income tax adjustment of $11.9 million.

Excluding this one-time benefit, net income would have increased $5.0 million, or 9%.

Net income decreased 8% to $17.5 million, or $1.28 per common share on a fully diluted basis, for the three months ended November 30, 2025 compared to $18.9 million, or $1.39 per common share on a fully diluted basis, for the corresponding period of the prior fiscal year.

Changes in foreign currency exchange rates from period to period had a favorable impact of $0.5 million on consolidated net income for three months ended November 30, 2025.

Thus, on a constant currency basis, net income would have decreased $2.0 million, or 11%, from period to period.

Performance Measures and Non-GAAP Reconciliations

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Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization of definite-lived intangible assets, and cloud computing amortization.

We placed a new cloud-based enterprise resource planning system into service in the U.S., which we began to amortize in the second quarter of fiscal year 2024.

We target our gross margin to be 55% of net sales, our cost of doing business to be 30% of net sales, and our Adjusted EBITDA to be 25% of net sales.

We target our gross margin to be between 50% and 55% of net sales, our cost of doing business to be between 30% to 35% of net sales, and our Adjusted EBITDA to be between 20% and 25% of net sales.

Results for these performance measures may vary from period to period depending on various factors, including economic conditions such as the inflationary environment we have experienced in the last several fiscal years, and our level of investment in activities for the future such as those related to quality assurance, regulatory compliance, information technology, sustainability, and intellectual property protection in order to safeguard our WD-40 brand.

Our targets for gross margin, cost of doing business and Adjusted EBITDA are long-term in nature.

Our targeted ranges for gross margin, cost of doing business and Adjusted EBITDA are long-term in nature.

We expect to make progress towards our cost of doing business and Adjusted EBITDA targets over time.

Progression towards our cost of doing business and Adjusted EBITDA measures may be challenging if the anticipated divestiture of certain of our homecare and cleaning product businesses occurs, due to the low level of operating expenses associated with these businesses.

Despite these potential challenges, we intend to focus our resources and proceeds from the anticipated sale of those brands on growing our higher growth and higher gross margin core business.

Progression towards our cost of doing business and Adjusted EBITDA targets may be challenged as we continue to divest certain of our homecare and cleaning product businesses, due to the low level of operating expenses associated with these businesses.

Despite these potential challenges, we intend to focus our resources and proceeds from the sale of those brands on growing our higher growth and higher gross margin core business.

The following table summarizes the results of these performance measures:

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

2025 2024 2025 2024

Three Months Ended November 30,

Gross margin – GAAP 56 % 55 %

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Adjusted EBITDA as a percentage of net sales – non-GAAP (1)

20 % 19 % 18 % 18 %

(1) Percentages may not aggregate to Adjusted EBITDA percentage due to rounding and because amounts recorded in other income (expense), net on our condensed consolidated statement of operations are not included as an adjustment to earnings in the Adjusted EBITDA calculation.

(1) Percentages may not aggregate to Adjusted EBITDA percentage due to rounding and because amounts recorded in other income (expense), net on our condensed consolidated statements of operations are not included as an adjustment to earnings in the Adjusted EBITDA calculation.

We use the performance measures above to establish financial goals and to gain an understanding of our comparative performance from period to period.

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Cost of Doing Business (in thousands, except percentages)

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

2025 2024 2025 2024

Three Months Ended November 30,

Total operating expenses – GAAP $ 63,574 $ 58,965

Amortization (1)

(475) (640) (1,401) (1,456)

Amortization (1) (in operating departments)

Depreciation (in operating departments) (962) (957)

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Adjusted EBITDA (in thousands, except percentages)

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

2025 2024 2025 2024

Three Months Ended November 30,

Net income – GAAP $ 17,451 $ 18,925

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Amortization (1)(2)

475 640 1,401 1,456

Depreciation (2)

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(1) Includes amortization of definite-lived intangible assets and cloud computing amortization.

During the second quarter of fiscal year 2025 we released a previously unrecognized tax benefit associated with the Tax Cuts and Jobs Act of 2017 mandatory “toll tax” on unremitted foreign earnings.

This item is infrequent in nature and not reflective of the underlying operational results of our business.

We have included a non-GAAP measure of Adjusted EPS which is defined as diluted EPS less benefits associated with this toll tax on unremitted earnings.

The following is a reconciliation of diluted EPS to Adjusted EPS:

Three Months Ended May 31,

Nine Months Ended May 31,

Diluted EPS - GAAP $ 1.54 $ 1.46 $ 5.13 $ 3.88

Release of Uncertain Tax Position - Tax Cut and Jobs Act (1)

Adjusted diluted EPS - Non-GAAP $ 1.54 $ 1.46 $ 4.26 $ 3.88

(1) Includes the tax impact on adjustment

(2) Includes amortization and depreciation presented in both cost of products sold and operating departments.

Liquidity and Capital Resources

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Although there continues to be uncertainty related to adverse global economic conditions, volatility in financial markets, the current inflationary environment and their impacts on our future results, we believe our efficient business model positions us to manage our business through such situations.

to manage all aspects of our business including, but not limited to, monitoring our liquidity, the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth.

We continue to manage all aspects of our business including, but not limited to, monitoring our liquidity, the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth.

Our principal sources of liquidity are cash generated from operations and cash currently available from our existing unsecured revolving credit facility under the Credit Agreement with Bank of America, N.A.

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We also hold borrowings under the Note Agreement.

See Note 8 — Debt for additional information on these agreements.

See Note 8 — Debt, incorporated by reference to Part I—Item 1, “Notes to Condensed Consolidated Financial Statements” for additional information on these agreements.

We have historically held a balance of outstanding draws on our line of credit in either U.S.

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Outstanding draws for which we have 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 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 entirely denominated in U.S.

In the United States, we held $66.0 million in fixed rate long-term borrowings as of May 31, 2025, consisting of senior notes under our Note Agreement.

We paid $0.8 million in principal payments on our Series A Notes during the first nine months of fiscal year 2025.

In the United States, we held $65.6 million in fixed rate long-term borrowings as of November 30, 2025, consisting of senior notes under our Note Agreement.

We paid $0.4 million in principal payments on our Series A Notes during the first three months of fiscal year 2026.

There were no other letters of credit outstanding or restrictions on the amount available on our line of credit or notes.

Per the terms of both the Note Agreement and the Credit Agreement, our consolidated leverage ratio cannot be greater than three and a half to one and our consolidated interest coverage ratio cannot be less than three to one.

See Note 8 — Debt for additional information on these financial covenants.

At May 31, 2025, we were in compliance with all material debt covenants.

See Note 8 — Debt incorporated by reference to Part I—Item 1, “Notes to Condensed Consolidated Financial Statements” for additional information on these agreements for additional information on these financial covenants.

At November 30, 2025, we were in compliance with all material debt covenants.

We continue to monitor our compliance with all debt covenants and, at the present time, we believe that the likelihood of being unable to satisfy all material covenants is remote.

At May 31, 2025, we had a total of $51.7 million in cash and cash equivalents.

At November 30, 2025, we had a total of $48.6 million in cash and cash equivalents.

We do not foresee any ongoing issues with repaying our borrowings and we closely monitor the use of this credit facility.

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On June 16, 2025, the Board approved the extension of the expiration date to August 31, 2026 for the 2023 Repurchase Plan, which became effective on September 1, 2023 and was set to expire August 31, 2025.

We are authorized to acquire up to $50.0 million of our outstanding shares through this expiration date of August 31, 2026, of which $32.2 million remains available for the repurchase of shares of common stock as of May 31, 2025.

We are authorized to acquire up to $50.0 million of our outstanding shares through this expiration date of August 31, 2026, of which $21.8 million remains available for the repurchase of shares of common stock as of November 30, 2025.

The following table summarizes our cash flows by category for the periods presented (in thousands):

Nine Months Ended May 31,

Three Months Ended November 30,

2025 2024 Change

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Effect of exchange rate changes on cash and cash equivalents (101) (2,051) 1,950

Net increase (decrease) in cash and cash equivalents $ 4,983 $ (2,843) $ 7,826

Net (decrease) increase in cash and cash equivalents $ (9,547) $ 8,215 $ (17,762)

Operating Activities

Net cash provided by operating activities decreased $6.8 million to $58.0 million for the nine months ended May 31, 2025.

Net cash provided by operating activities decreased $4.9 million to $10.0 million for the three months ended November 30, 2025.

Cash flows from operating activities depend heavily on operating performance and changes in working capital.

Our primary source of operating cash flows for the nine months ended May 31, 2025 was net income of $69.8 million, which increased approximately $16.9 million from period to period, primarily due to the release of the uncertain tax position in the second quarter of fiscal year 2025 that resulted in a net benefit of $11.9 million, as discussed in Note 13 to the condensed consolidated financial statements.

Changes in our working capital decreased net cash provided by operating activities by $14.8 million for the nine months ended May 31, 2025, compared to a $3.1 million increase in the prior period.

The unfavorable $11.7 million net change in working capital was primarily due to changes in inventory, accounts payable, and other assets.

Changes in inventory balances decreased net cash provided by operating activities by $11.7 million from period to period.

We took deliberate actions to significantly decrease inventory levels during the nine months ended May 31, 2024, which actions resulted in a significant net cash inflow in the comparative period, whereas inventory levels remained relatively consistent in the current period.

Changes in accounts payable balances decreased working capital $9.6 million primarily due to the timing of payments to vendors in the Americas from period to period.

Changes in other asset balances decreased working capital by $6.2 million, primarily due to a $4.1 million increase in tax receivable due to timing of tax payments as well as a $0.7 million increase in assets related to cloud-based information systems.

These unfavorable changes in working capital were partially offset by favorable changes in trade and other accounts receivable balances of $20.4 million primarily due to the timing of collection of payments from customers, primarily in the U.S.

Our primary source of operating cash flows for the three months ended November 30, 2025 was net income of $17.5 million, which decreased approximately $1.5 million from period to period.

Changes in our working capital, which decreased net cash provided by operating activities, were primarily attributable to unfavorable changes in accounts payable and accrued liabilities, partially offset by favorable changes in trade and other accounts receivable balances, as well as favorable changes in long-term liabilities and income taxes payable.

Changes in working capital balances depend heavily on the impact of timing of payments made to vendors and tax authorities as well as collections from customers.

Investing Activities

Net cash used in investing activities decreased $6.3 million to $2.8 million.

In the prior fiscal year, we acquired a Brazilian distributor for $6.2 million in cash as we shifted from an indirect distribution model to a direct model.

Net cash used in investing activities remained relatively constant from period to period.

Financing Activities

Net cash used in financing activities decreased $8.8 million to $49.3 million for the nine months ended May 31, 2025 primarily due to net proceeds of $1.6 million on our revolving credit facility during the first nine months of the fiscal year, compared to net repayments of $11.6 million in the corresponding period of the prior fiscal year.

This decrease in net cash used in financing activities was slightly offset by increases in dividends paid to stockholders of $2.3 million and increases of treasury stock repurchases of $1.6 million.

Net cash used in financing activities increased $14.6 million to $18.7 million for the three months ended November 30, 2025 primarily due to net proceeds of $4.5 million on our revolving credit facility during the first three months of the fiscal year, compared to net proceeds of $14.8 million in the corresponding period of the prior fiscal year.

Increases of treasury stock repurchases of $4.2 million also increased net cash used in financing activities for the first quarter of fiscal year 2026.

Effect of Exchange Rate Changes

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The net effect of exchange rate changes on cash and cash equivalents, when expressed in U.S.

Dollar terms, was a decrease in cash of $0.8 million for the nine months ended May 31, 2025 as compared to a decrease in cash of $0.4 million for the nine months ended May 31, 2024.

These changes were primarily due to fluctuations in various foreign currency exchange rates from period to period, but the majority is related to the fluctuations in the Euro and Pound Sterling against the U.S.

Commercial Commitments

We have ongoing relationships with various third-party suppliers (contract manufacturers) that manufacture our products and third-party distribution centers that warehouse and ship our 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 our third-party distribution centers or customers in accordance with agreed upon shipment terms.

Although we have contractual minimum purchase obligations with certain contract manufacturers, such obligations are immaterial or well below the volume of goods that we have historically purchased.

In addition, in the ordinary course of business, we communicate supply needs to our contract manufacturers based on orders and short-term projections, ranging from two to six months.

We are committed to purchase the products produced by the contract manufacturers based on the projections provided.

Upon the termination of contracts with contract manufacturers, we obtain certain inventory control rights and are obligated to work with the contract manufacturer to sell through all product held by or manufactured by the contract manufacturer on our behalf during the termination notification period.

If any inventory remains at the contract manufacturer at the termination date, we are obligated to purchase such inventory, which may include raw materials, components and finished goods.

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

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

As of May 31, 2025, no such commitments were outstanding.

Dollar terms, was a decrease in cash of $0.1 million for the three months ended November 30, 2025 as compared to a decrease in cash of $2.1 million for the three months ended November 30, 2024.

These changes were primarily due to fluctuations in various foreign currency exchange rates from period to period, but the majority is related to the fluctuations in the Euro against the U.S.

Purchase Commitments

Commitments and Contingencies, incorporated by reference to Part I—Item 1, “Notes to Condensed Consolidated Financial Statements” for additional information on purchase commitments.

Share Repurchase Plans

The information required by this item is incorporated by reference to Part I—Item 1, “Notes to Condensed Consolidated Financial Statements” Note 9 — Share Repurchase Plan and Note 15 — Subsequent Events included in this report.

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.

The information required by this item is incorporated by reference to Part I—Item 1, “Notes to Condensed Consolidated Financial Statements” Note 9 — Share Repurchase Plan included in this report.

On December 10, 2025, the Company’s Board declared a cash dividend of $1.02 per share payable on January 30, 2026 to stockholders of record at the close of business on January 16, 2026.

Critical Accounting Estimates

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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 2. Management’s Discussion and Analysis