WD 40 CO 10-Q

Item 1. Financial Statements WD-40 COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited and in thousands, except share and per share amounts) November 30, 2025 August 31, 2025 Assets Current assets: Cash and cash equivalents $ 48,583 $ 58,130 Trade and other accounts receivable, net 112,453 120,589 Inventories 84,002 79,871 Other current assets 25,647 26,366 Total current assets 270,685 284,956 Property and equipment, net 58,670 60,394 Goodwill 97,123 97,150 Other intangible assets, net 2,390 2,416 Right-of-use assets 13,083 13,534 Deferred tax assets, net 1,214 1,027 Other assets 16,497 16,332 Total assets $ 459,662 $ 475,809 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 28,057 $ 37,955 Accrued liabilities 29,491 34,230 Accrued payroll and related expenses 23,654 28,415 Short-term borrowings 5,342 800 Income taxes payable 4,735 857 Total current liabilities 91,279 102,257 Long-term borrowings 85,653 86,195 Deferred tax liabilities, net 9,545 9,375 Long-term operating lease liabilities 7,697 8,423 Other long-term liabilities 1,422 1,407 Total liabilities 195,596 207,657 Commitments and Contingencies (Note 12) Stockholders’ equity: Common stock — authorized 36,000,000 shares, $ 0.001 par value; 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 20 20 Additional paid-in capital 179,557 180,065 Retained earnings 545,363 540,665 Accumulated other comprehensive loss ( 24,912 ) ( 24,485 ) 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 ) Total stockholders’ equity 264,066 268,152 Total liabilities and stockholders’ equity $ 459,662 $ 475,809 See accompanying notes to condensed consolidated financial statements (unaudited). 3 Table of Contents WD-40 COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited and in thousands, except per share amounts) Three Months Ended November 30, 2025 2024 Net sales $ 154,423 $ 153,495 Cost of products sold 67,591 69,408 Gross profit 86,832 84,087 Operating expenses: Selling, general and administrative 55,336 50,525 Advertising and sales promotion 8,189 8,393 Amortization of definite-lived intangible assets 49 47 Total operating expenses 63,574 58,965 Income from operations 23,258 25,122 Other income (expense): Interest income 179 148 Interest expense ( 648 ) ( 873 ) Other expense, net ( 197 ) ( 141 ) Income before income taxes 22,592 24,256 Provision for income taxes 5,141 5,331 Net income $ 17,451 $ 18,925 Earnings per common share: Basic $ 1.29 $ 1.39 Diluted $ 1.28 $ 1.39 Shares used in per share calculations: Basic 13,524 13,548 Diluted 13,549 13,573 See accompanying notes to condensed consolidated financial statements (unaudited). 4 Table of Contents WD-40 COMPANY CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited and in thousands) Three Months Ended November 30, 2025 2024 Net income $ 17,451 $ 18,925 Other comprehensive income (loss): Foreign currency translation adjustment ( 427 ) ( 6,185 ) Total comprehensive income $ 17,024 $ 12,740 See accompanying notes to condensed consolidated financial statements (unaudited). 5 Table of Contents WD-40 COMPANY CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited and in thousands, except share and per share amounts) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance at August 31, 2025 19,954,495 $ 20 $ 180,065 $ 540,665 $ ( 24,485 ) 6,426,881 $ ( 428,113 ) $ 268,152 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 Cash dividends ($ 0.94 per share) ( 12,753 ) ( 12,753 ) Repurchases of common stock 39,500 ( 7,849 ) ( 7,849 ) Foreign currency translation adjustment ( 427 ) ( 427 ) Net income 17,451 17,451 Balance at November 30, 2025 19,970,058 $ 20 $ 179,557 $ 545,363 $ ( 24,912 ) 6,466,381 $ ( 435,962 ) $ 264,066 Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders’ Equity Shares Amount Shares Amount Balance at August 31, 2024 19,925,212 $ 20 $ 175,642 $ 499,931 $ ( 29,268 ) 6,376,631 $ ( 415,799 ) $ 230,526 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 Cash dividends ($ 0.88 per share) ( 11,958 ) ( 11,958 ) Repurchases of common stock 13,750 ( 3,627 ) ( 3,627 ) Foreign currency translation adjustment ( 6,185 ) ( 6,185 ) Net income 18,925 18,925 Balance at November 30, 2024 19,940,370 $ 20 $ 174,258 $ 506,898 $ ( 35,453 ) 6,390,381 $ ( 419,426 ) $ 226,297 See accompanying notes to condensed consolidated financial statements (unaudited). 6 Table of Contents WD-40 COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited and in thousands) Three Months Ended November 30, 2025 2024 Operating activities: Net income $ 17,451 $ 18,925 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,103 2,075 Amortization of cloud computing implementation costs 413 416 Deferred income taxes 51 522 Stock-based compensation 1,724 1,499 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: Trade and other accounts receivable 7,418 ( 293 ) Inventories ( 4,932 ) ( 2,651 ) Other assets 652 ( 1,177 ) Operating lease assets and liabilities, net ( 238 ) 14 Accounts payable and accrued liabilities ( 14,457 ) ( 1,730 ) Accrued payroll and related expenses ( 4,710 ) ( 4,954 ) Other long-term liabilities and income taxes payable 3,889 1,406 Net cash provided by operating activities 9,985 14,930 Investing activities: Purchases of property and equipment ( 935 ) ( 691 ) Proceeds from sales of property and equipment 196 124 Net cash used in investing activities ( 739 ) ( 567 ) Financing activities: Treasury stock purchases ( 7,849 ) ( 3,627 ) Dividends paid ( 12,753 ) ( 11,958 ) Repayments of long-term senior notes ( 400 ) ( 400 ) 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 (decrease) increase in cash and cash equivalents ( 9,547 ) 8,215 Cash and cash equivalents at beginning of period 58,130 46,699 Cash and cash equivalents at end of period $ 48,583 $ 54,914 Supplemental disclosure of noncash investing activities: Accrued capital expenditures $ 119 $ 188 See accompanying notes to condensed consolidated financial statements (unaudited). 7 Table of Contents WD-40 COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. The Company WD-40 Company (the “Company”), incorporated in Delaware and based in San Diego, California, is a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories and homes around the world. The Company owns a wide range of brands that include maintenance products and homecare and cleaning products: WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, Lava® and Solvol®. 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. The Company’s products are sold in various locations around the world. Maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia, Europe, India, the Middle East and Africa. 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. Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Consolidation The unaudited condensed consolidated financial statements included herein have been prepared by the Company according to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The August 31, 2025 year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. In the opinion of management, the unaudited financial information for the interim periods shown reflects all adjustments necessary for a fair statement thereof and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025, which was filed with the SEC on October 27, 2025. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year. Global economies have experienced significant volatility in recent years. Although the Company’s estimates consider current conditions, the inputs into certain of the Company’s significant and critical accounting estimates include judgments and assumptions about the economic implications of factors that have been subject to such volatility and how management expects them to change in the future, as appropriate. It is possible that actual results experienced may materially differ from the Company’s estimates in future periods, which could materially affect its results of operations and financial condition. Foreign Currency Forward Contracts In the normal course of business, the Company employs established policies and procedures to manage its exposure to fluctuations in foreign currency exchange rates. The Company utilizes foreign currency forward contracts to limit its exposure to net asset balances held in non-functional currencies, primarily at its U.K. subsidiary. The Company monitors its foreign currency exchange rate exposures to ensure the overall effectiveness of its foreign currency hedge positions. 8 Table of Contents While the Company engages in foreign currency hedging activity to reduce its risk, for accounting purposes, none of its foreign currency forward contracts are designated as hedges. Foreign currency forward contracts are carried at fair value, with net realized and unrealized gains and losses recognized in other income (expense), net in the Company’s condensed consolidated statements of operations. Cash flows from settlements of foreign currency forward contracts are included in operating activities in the condensed consolidated statements of cash flows. Foreign currency forward contracts in an asset position at the end of the reporting period are included in other current assets, while foreign currency forward contracts in a liability position at the end of the reporting period are included in accrued liabilities in the Company’s condensed consolidated balance sheets. 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. Fair Value of Financial Instruments ASC 820, “ Fair Value Measurements and Disclosures ”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities; Level 2: Observable market-based inputs or observable inputs that are corroborated by market data; and Level 3: Unobservable inputs reflecting the Company’s own assumptions. 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 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. 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 $ 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. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the Chief Operating Decision Maker and included within each reported measure of segment profit or loss. The 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. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning September 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The 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. 9 Table of Contents In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” which includes amendments that require disclosure in the notes to financial statements of specified information about certain costs and expenses. 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 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. Note 3. Assets Held for Sale 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 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 the Americas segment (in thousands): November 30, 2025 August 31, 2025 Inventory $ 3,907 $ 3,349 Goodwill 1,120 1,120 Other intangible assets, net 2,821 2,821 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. 10 Table of Contents Note 4. Inventories Inventories consisted of the following (in thousands): November 30, 2025 August 31, 2025 Product held at third-party contract manufacturers $ 3,874 $ 4,640 Raw materials and components 10,389 11,122 Work-in-process 708 923 Finished goods 72,938 66,535 Inventory held for sale (1) ( 3,907 ) ( 3,349 ) Total $ 84,002 $ 79,871 (1) Inventory held for sale consists mostly of finished goods inventory and is included in other current assets on the Company’s condensed consolidated balance sheets. Note 5. Property and Equipment and Capitalized Cloud Computing Implementation Costs Property and equipment, net, consisted of the following (in thousands): November 30, 2025 August 31, 2025 Machinery, equipment and vehicles $ 54,868 $ 54,975 Buildings and improvements 29,581 29,695 Computer and office equipment 6,861 6,577 Internal-use software 10,343 10,625 Furniture and fixtures 3,456 3,467 Capital in progress 3,310 3,583 Land 4,287 4,294 Subtotal 112,706 113,216 Less: accumulated depreciation and amortization ( 54,036 ) ( 52,822 ) Total $ 58,670 $ 60,394 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. Note 6. Goodwill and Other Intangible Assets Goodwill The following table summarizes the changes in the carrying amounts of goodwill by segment (in thousands): Americas EIMEA Asia-Pacific Total Balance as of August 31, 2025 (1) $ 85,896 $ 10,045 $ 1,209 $ 97,150 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. 11 Table of Contents 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. The following table summarizes the definite-lived intangible assets and the related accumulated amortization (in thousands): November 30, 2025 August 31, 2025 Gross carrying amount $ 33,508 $ 33,510 Accumulated amortization ( 28,297 ) ( 28,273 ) Less: other intangible assets, net, held for sale (1) ( 2,821 ) ( 2,821 ) Net carrying amount $ 2,390 $ 2,416 (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). Total Balance as of August 31, 2025 (1) $ 2,416 Amortization expense ( 49 ) Translation adjustments 23 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. Note 7. Accrued and Other Liabilities Accrued liabilities consisted of the following (in thousands): November 30, 2025 August 31, 2025 Accrued advertising and sales promotion expenses $ 12,646 $ 13,728 Accrued professional services fees 2,015 2,201 Accrued sales taxes and other taxes 4,154 4,486 Deferred revenue 3,667 4,734 Short-term operating lease liability 2,415 2,282 Other 4,594 6,799 Total $ 29,491 $ 34,230 12 Table of Contents Accrued payroll and related expenses consisted of the following (in thousands): November 30, 2025 August 31, 2025 Accrued incentive compensation $ 4,028 $ 13,944 Accrued payroll 7,159 5,618 Accrued profit sharing 6,229 4,755 Accrued payroll taxes 5,519 3,416 Other 719 682 Total $ 23,654 $ 28,415 Note 8. Debt As of November 30, 2025, the Company held borrowings under two separate agreements as detailed below. Note Purchase and Private Shelf Agreement The Company holds borrowings under its Note Purchase and Private Shelf Agreement, as amended (the “Note Agreement”) by and among the Company, PGIM, Inc. (“Prudential”), and certain affiliates and managed accounts of Prudential (the “Note Purchasers”). 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”). The Fourth Amendment permitted the Company to enter into an amendment to its revolving credit agreement with Bank of America, N.A. and also included certain conforming amendments to the credit agreement, including the revision of financial and restrictive covenants. Credit Agreement On April 30, 2024, the Company and certain subsidiaries of the Company, entered into a Second Amended and Restated Credit Agreement with Bank of America, N.A. (the “Credit Agreement”). The Credit Agreement modified certain terms and conditions of the Company’s previous Amended and Restated Agreement dated March 16, 2020 (as amended on September 30, 2020, and November 29, 2021), and extended the maturity date for the revolving credit facility from September 30, 2025 to April 30, 2029. Borrowings under the Credit Agreement will be used for the Company’s various operating, investing and financing needs. The Company’s Credit Agreement with Bank of America, N.A. consists of a revolving commitment for borrowing by the Company up to $ 125.0 million with a sublimit of $ 95.0 million for WD-40 Company Limited, a wholly owned operating subsidiary of the Company for Europe, India, the Middle East and Africa. The Company’s index rate under the Credit Agreement for U.S. Dollar borrowings is the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York. 13 Table of Contents Short-term and long-term borrowings under the Company’s Credit Agreement and Note Agreement consisted of the following (in thousands): Issuance Maturities November 30, 2025 August 31, 2025 Credit Agreement – revolving credit facility (1) Various 4/30/2029 $ 25,395 $ 20,995 Note Agreement Series A Notes – 3.39 % fixed rate (2) 11/15/2017 2026-2032 13,600 14,000 Series B Notes – 2.50 % fixed rate (3) 9/30/2020 11/15/2027 26,000 26,000 Series C Notes – 2.69 % fixed rate (3) 9/30/2020 11/15/2030 26,000 26,000 Total borrowings 90,995 86,995 Short-term portion of borrowings ( 5,342 ) ( 800 ) Total long-term borrowings $ 85,653 $ 86,195 (1) The Company has the ability to refinance any draw under the line of credit with successive short-term borrowings through the maturity date. Outstanding draws for which management has 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 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. Dollars. Euro denominated draws fluctuate in U.S. Dollars from period to period due to changes in foreign currency exchange rates. (2) Principal payments are required semi-annually in May and November of each year in equal installments of $ 0.4 million through May 15, 2032, resulting in $ 0.8 million classified as short-term. The remaining outstanding principal in the amount of $ 8.4 million will become due on November 15, 2032. (3) Interest on notes is payable semi-annually in May and November of each year with no principal due until the maturity date. Both the Note Agreement and the Credit Agreement contain representations, warranties, events of default and remedies, as well as affirmative, negative and other financial covenants customary for these types of agreements. These covenants include, among other things, certain limitations on the ability of the Company and its subsidiaries to incur indebtedness, create liens, dispose of assets, make investments, declare, make or incur obligations to make certain restricted payments, including payments for the repurchase of the Company’s capital stock and enter into certain merger or consolidation transactions. The Credit Agreement includes, among other limitations on indebtedness, a $ 125.0 million limit on other unsecured indebtedness. Each agreement also includes a most favored lender provision which requires that any time any other lender has the benefit of one or more financial or operational covenants that is different than, or similar to, but more restrictive than those contained in its own agreement, those covenants shall be immediately and automatically incorporated by reference to the other lender’s agreement. Both the Note Agreement and the Credit Agreement require the Company to adhere to the same financial covenants. For the financial covenants, the definition of consolidated EBITDA includes the add back of non-cash stock-based compensation to consolidated net income when arriving at consolidated EBITDA. The terms of the financial covenants are as follows: • The consolidated leverage ratio cannot be greater than three and a half to one. The consolidated leverage ratio means, as of any date of determination, the ratio of (a) consolidated funded indebtedness as of such date to (b) consolidated EBITDA for the most recently completed four fiscal quarters. • The consolidated interest coverage ratio cannot be less than three to one. 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 November 30, 2025, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement. Note 9. Share Repurchase Plan On June 19, 2023, the Company’s Board (the “Board”) approved a share repurchase plan (the “2023 Repurchase Plan”). Under the 2023 Repurchase Plan, which became effective on September 1, 2023, the Company is authorized to acquire up to $ 50.0 million of its outstanding shares through August 31, 2025. On June 16, 2025, the Board approved the extension of the expiration date to August 31, 2026 for the 2023 Repurchase Plan. The timing and amount of repurchases are based on 14 Table of Contents 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 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. Note 10. Earnings per Common Share The table below reconciles net income to net income available to common stockholders (in thousands): Three Months Ended November 30, 2025 2024 Net income $ 17,451 $ 18,925 Less: Net income allocated to participating securities ( 47 ) ( 64 ) Net income available to common stockholders $ 17,404 $ 18,861 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 November 30, 2025 2024 Weighted-average common shares outstanding, basic 13,524 13,548 Weighted-average dilutive securities 25 25 Weighted-average common shares outstanding, diluted 13,549 13,573 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. Note 11. Revenue The following table presents the Company’s revenues by segment and major source (in thousands): Three Months Ended November 30, 2025 Americas EIMEA Asia-Pacific Total WD-40 Multi-Use Product $ 54,584 $ 44,949 $ 18,264 $ 117,797 WD-40 Specialist 9,417 9,933 3,188 22,538 Other maintenance products (1) 4,575 3,793 193 8,561 Total maintenance products 68,576 58,675 21,645 148,896 HCCP (2) 3,297 — 2,230 5,527 Total net sales $ 71,873 $ 58,675 $ 23,875 $ 154,423 Three Months Ended November 30, 2024 Americas EIMEA Asia-Pacific Total WD-40 Multi-Use Product $ 52,901 $ 44,866 $ 20,780 $ 118,547 WD-40 Specialist 8,233 7,817 3,122 19,172 Other maintenance products (1) 4,274 3,194 320 7,788 Total maintenance products 65,408 55,877 24,222 145,507 HCCP (2) 4,028 1,606 2,354 7,988 Total net sales $ 69,436 $ 57,483 $ 26,576 $ 153,495 (1) Other maintenance products consist of the 3-IN-ONE and GT85 brands. (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. 15 Table of Contents Contract Balances Contract liabilities consist of deferred revenue related to undelivered products. Deferred revenue is recorded when payments have been received from customers for undelivered products. Revenue is subsequently recognized when revenue recognition criteria are met, generally when control of the product transfers to the customer. The Company had contract liabilities of $ 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 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 $ 1.8 million and $ 1.2 million as of November 30, 2025 and August 31, 2025, respectively. Note 12. Commitments and Contingencies Purchase Commitments 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. 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. Upon the termination of contracts with contract manufacturers, the Company obtains certain inventory control rights and is obligated to work with the contract manufacturer to sell through all product held by or manufactured by the contract manufacturer on behalf of the Company during the termination notification period. If any inventory remains at the contract manufacturer at the termination date, the Company is 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. Litigation 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. Indemnifications As permitted under Delaware law, the Company has agreements whereby it indemnifies senior officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not capped; however, the Company maintains Director and Officer insurance coverage that mitigates the Company’s exposure with respect to such obligations. 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 November 30, 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 16 Table of Contents vendors. 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 November 30, 2025. Note 13. Income Taxes 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 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. 1.0 % Lower accrual of interest on uncertain tax position in the first quarter of fiscal year 2026. ( 1.0 )% Increased taxable earnings in certain foreign jurisdictions with higher tax rates from period to period. 0.5 % The Company is subject to taxation in the U.S. and in various state and foreign jurisdictions. Due to expired statutes of limitations, the Company’s federal income tax returns for years prior to fiscal year 2022 are not subject to examination by the U.S. Internal Revenue Service. Generally, for the majority of state and foreign jurisdictions where the Company does business, periods prior to fiscal year 2021 are no longer subject to examination. The Company is currently under audit in various state jurisdictions for fiscal years 2022 through 2024. The Company had an insignificant amount of unrecognized tax positions related to income tax positions that may be affected by the resolution of tax examinations or expiring statutes of limitations within the next twelve months. Audit outcomes and the timing of settlements are subject to significant uncertainty. 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. Note 14. Business Segments and Foreign Operations The Company is organized on the basis of geographical area into the following three segments: the Americas; EIMEA; and Asia-Pacific. Segment data does not include inter-segment revenues. 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, 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. 17 Table of Contents Summary information about reportable segments is as follows (in thousands): For the Three Months Ended Americas EIMEA Asia-Pacific Total November 30, 2025 Net sales $ 71,873 $ 58,675 $ 23,875 $ 154,423 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 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 Income from operations - reportable segments $ 15,039 $ 12,474 $ 7,972 $ 35,485 Unallocated Corporate (3) ( 12,227 ) GAAP Income from Operations $ 23,258 November 30, 2024 Net sales $ 69,436 $ 57,483 $ 26,576 $ 153,495 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 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 Income from operations - reportable segments $ 12,652 $ 13,681 $ 10,180 $ 36,513 Unallocated Corporate (3) ( 11,391 ) 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. Note 15. Subsequent Events Dividend Declaration 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. 18 Table of Contents