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) February 28, 2026 August 31, 2025 Assets Current assets: Cash and cash equivalents $ 50,348 $ 58,130 Trade and other accounts receivable, net 121,235 120,589 Inventories 85,545 79,871 Other current assets 27,225 26,366 Total current assets 284,353 284,956 Property and equipment, net 58,968 60,394 Goodwill 97,293 97,150 Other intangible assets, net 2,447 2,416 Right-of-use assets 12,739 13,534 Deferred tax assets, net 1,272 1,027 Other assets 16,670 16,332 Total assets $ 473,742 $ 475,809 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 32,531 $ 37,955 Accrued liabilities 32,856 34,230 Accrued payroll and related expenses 19,844 28,415 Short-term borrowings 15,157 800 Income taxes payable 244 857 Total current liabilities 100,632 102,257 Long-term borrowings 86,051 86,195 Deferred tax liabilities, net 9,180 9,375 Long-term operating lease liabilities 7,467 8,423 Other long-term liabilities 1,457 1,407 Total liabilities 204,787 207,657 Commitments and Contingencies (Note 12) Stockholders’ equity: Common stock — authorized 36,000,000 shares, $ 0.001 par value; 19,973,928 and 19,954,495 shares issued at February 28, 2026 and August 31, 2025, respectively; and 13,469,372 and 13,527,614 shares outstanding at February 28, 2026 and August 31, 2025, respectively 20 20 Additional paid-in capital 182,433 180,065 Retained earnings 551,890 540,665 Accumulated other comprehensive loss ( 21,440 ) ( 24,485 ) Common stock held in treasury, at cost — 6,504,556 and 6,426,881 shares at February 28, 2026 and August 31, 2025, respectively ( 443,948 ) ( 428,113 ) Total stockholders’ equity 268,955 268,152 Total liabilities and stockholders’ equity $ 473,742 $ 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 February 28, Six Months Ended February 28, 2026 2025 2026 2025 Net sales $ 161,671 $ 146,104 $ 316,094 $ 299,599 Cost of products sold 71,730 66,388 139,321 135,796 Gross profit 89,941 79,716 176,773 163,803 Operating expenses: Selling, general and administrative 54,782 48,988 110,118 99,513 Advertising and sales promotion 8,823 7,404 17,012 15,797 Amortization of definite-lived intangible assets 48 44 97 91 Total operating expenses 63,653 56,436 127,227 115,401 Income from operations 26,288 23,280 49,546 48,402 Other income (expense): Interest income 154 106 333 254 Interest expense ( 666 ) ( 1,021 ) ( 1,314 ) ( 1,894 ) Other income (expense), net 78 74 ( 119 ) ( 67 ) Income before income taxes 25,854 22,439 48,446 46,695 Provision (benefit) for income taxes 5,536 ( 7,412 ) 10,677 ( 2,081 ) Net income $ 20,318 $ 29,851 $ 37,769 $ 48,776 Earnings per common share: Basic $ 1.50 $ 2.20 $ 2.79 $ 3.59 Diluted $ 1.50 $ 2.19 $ 2.78 $ 3.58 Shares used in per share calculations: Basic 13,484 13,552 13,504 13,550 Diluted 13,508 13,572 13,529 13,572 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 February 28, Six Months Ended February 28, 2026 2025 2026 2025 Net income $ 20,318 $ 29,851 $ 37,769 $ 48,776 Other comprehensive income (loss): Foreign currency translation adjustment 3,472 ( 747 ) 3,045 ( 6,932 ) Total comprehensive income $ 23,790 $ 29,104 $ 40,814 $ 41,844 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 Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 3,870 - - Stock-based compensation 2,876 2,876 Cash dividends ($ 1.02 per share) ( 13,791 ) ( 13,791 ) Repurchases of common stock 38,175 ( 7,986 ) ( 7,986 ) Foreign currency translation adjustment 3,472 3,472 Net income 20,318 20,318 Balance at February 28, 2026 19,973,928 $ 20 $ 182,433 $ 551,890 $ ( 21,440 ) 6,504,556 $ ( 443,948 ) $ 268,955 See accompanying notes to condensed consolidated financial statements (unaudited). 6 Table of Contents 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 Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 14,125 - - Stock-based compensation 2,592 2,592 Cash dividends ($ 0.94 per share) ( 12,780 ) ( 12,780 ) Repurchases of common stock 12,500 ( 3,071 ) ( 3,071 ) Foreign currency translation adjustment ( 747 ) ( 747 ) Net income 29,851 29,851 Balance at February 28, 2025 19,954,495 $ 20 $ 176,850 $ 523,969 $ ( 36,200 ) 6,402,881 $ ( 422,497 ) $ 242,142 See accompanying notes to condensed consolidated financial statements (unaudited). 7 Table of Contents WD-40 COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited and in thousands) Six Months Ended February 28, 2026 2025 Operating activities: Net income $ 37,769 $ 48,776 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,475 4,062 Amortization of cloud computing implementation costs 912 835 Deferred income taxes ( 347 ) 308 Tax benefit from release of uncertain tax position — ( 11,929 ) Stock-based compensation 4,600 4,091 Unrealized foreign currency exchange gains ( 277 ) ( 658 ) Provision for credit losses 664 978 Write-off of inventories 868 588 Other ( 92 ) ( 51 ) Changes in assets and liabilities: Trade and other accounts receivable 644 1,536 Inventories ( 6,622 ) ( 8,509 ) Other assets ( 866 ) ( 9,071 ) Operating lease assets and liabilities, net ( 225 ) 26 Accounts payable and accrued liabilities ( 7,787 ) ( 38 ) Accrued payroll and related expenses ( 8,831 ) ( 8,400 ) Other long-term liabilities and income taxes payable ( 604 ) 364 Net cash provided by operating activities 24,281 22,908 Investing activities: Purchases of property and equipment ( 2,710 ) ( 2,057 ) Proceeds from sales of property and equipment 368 257 Net cash used in investing activities ( 2,342 ) ( 1,800 ) Financing activities: Treasury stock purchases ( 15,835 ) ( 6,698 ) Dividends paid ( 26,544 ) ( 24,738 ) Repayments of long-term senior notes ( 400 ) ( 400 ) Net proceeds from revolving credit facility 14,357 22,086 Shares withheld to cover taxes upon settlement of equity awards ( 2,232 ) ( 2,883 ) Net cash used in financing activities ( 30,654 ) ( 12,633 ) Effect of exchange rate changes on cash and cash equivalents 933 ( 2,179 ) Net (decrease) increase in cash and cash equivalents ( 7,782 ) 6,296 Cash and cash equivalents at beginning of period 58,130 46,699 Cash and cash equivalents at end of period $ 50,348 $ 52,995 Supplemental disclosure of noncash investing activities: Accrued capital expenditures $ 199 $ 284 See accompanying notes to condensed consolidated financial statements (unaudited). 8 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 February 28, 2026. 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. 9 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 February 28, 2026, the Company had a notional amount of $ 4.9 million outstanding in foreign currency forward contracts, which matured in March 2026. Unrealized net gains and losses related to foreign currency forward contracts were no t significant at February 28, 2026 and August 31, 2025. Realized net gains and losses related to foreign currency forward contracts were no t significant for the three and six months ended February 28, 2026 and 2025. 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 February 28, 2026, 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 $ 61.8 million as of February 28, 2026, 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 six months ended February 28, 2026, the Company did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition. Recently Issued Accounting Standards 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 in its upcoming annual report for the fiscal year ended August 31, 2026. 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 10 Table of Contents 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 was 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 February 28, 2026. 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): February 28, 2026 August 31, 2025 Inventory $ 4,335 $ 3,349 Goodwill 1,120 1,120 Other intangible assets, net 2,821 2,821 Total assets held for sale (1) : $ 8,276 $ 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 are not included in fiscal year 2026 financial results. Note 4. Inventories Inventories consisted of the following (in thousands): February 28, 2026 August 31, 2025 Product held at third-party contract manufacturers $ 4,038 $ 4,640 Raw materials and components 8,621 11,122 Work-in-process 302 923 Finished goods 76,919 66,535 Inventory held for sale (1) ( 4,335 ) ( 3,349 ) Total $ 85,545 $ 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. 11 Table of Contents Note 5. Property and Equipment and Capitalized Cloud Computing Implementation Costs Property and equipment, net, consisted of the following (in thousands): February 28, 2026 August 31, 2025 Machinery, equipment and vehicles $ 56,632 $ 54,975 Buildings and improvements 29,967 29,695 Computer and office equipment 6,925 6,577 Internal-use software 10,579 10,625 Furniture and fixtures 3,480 3,467 Capital in progress 2,212 3,583 Land 4,307 4,294 Subtotal 114,102 113,216 Less: accumulated depreciation and amortization ( 55,134 ) ( 52,822 ) Total $ 58,968 $ 60,394 As of February 28, 2026 and August 31, 2025, the Company’s condensed consolidated balance sheets included $ 17.6 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 $ 4.7 million and $ 3.8 million as of February 28, 2026 and August 31, 2025, respectively. Amortization expense associated with these assets was $ 0.5 million and $ 0.9 million for the three and six months ended February 28, 2026 and $ 0.4 million and $ 0.8 million for the three and six months ended February 28, 2025, 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 83 56 4 143 Balance as of February 28, 2026 $ 85,979 $ 10,101 $ 1,213 $ 97,293 (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. During the second quarter of fiscal year 2026, the Company performed its annual goodwill impairment test. The annual goodwill impairment test was performed at the reporting unit level as of the Company’s most recent goodwill impairment testing date, December 1, 2025. During the fiscal year 2026 annual goodwill impairment test, the Company performed a qualitative assessment of each reporting unit to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount. In performing this qualitative assessment, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of each of its reporting units. Factors that were considered included, but were not limited to, the following: (1) macroeconomic conditions, including the impacts of tariffs and geopolitical conflicts; (2) industry and market conditions; (3) historical financial performance and expected financial performance; (4) other entity specific events, such as changes in management or key personnel; and (5) events affecting the Company’s reporting units, such as a change in the composition of net assets or any expected dispositions, such as the sale of certain of the Company’s HCCP businesses. Based on the results of this qualitative assessment, the Company determined that the estimated fair value of each of the Company’s reporting units exceeded their respective carrying values so significantly that an impairment charge to the Company’s goodwill balances is remote and, thus, a quantitative analysis was not required. As a result, the Company concluded that no impairment of its goodwill existed as of December 1, 2025. In addition, the Company concluded that there were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill subsequent to December 1, 2025 through February 28, 2026. To date, there have been no impairment losses identified and recorded related to the Company’s goodwill. 12 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): February 28, 2026 August 31, 2025 Gross carrying amount $ 33,708 $ 33,510 Accumulated amortization ( 28,440 ) ( 28,273 ) Less: other intangible assets, net, held for sale (1) ( 2,821 ) ( 2,821 ) Net carrying amount $ 2,447 $ 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 six months ended February 28, 2026 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 six months ended February 28, 2026 and are summarized below (in thousands). Total Balance as of August 31, 2025 (1) $ 2,416 Amortization expense ( 97 ) Translation adjustments 128 Balance as of February 28, 2026 $ 2,447 (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): February 28, 2026 August 31, 2025 Accrued advertising and sales promotion expenses $ 12,829 $ 13,728 Accrued professional services fees 2,256 2,201 Accrued sales taxes and other taxes 3,953 4,486 Deferred revenue 4,678 4,734 Short-term operating lease liability 2,407 2,282 Other 6,733 6,799 Total $ 32,856 $ 34,230 13 Table of Contents Accrued payroll and related expenses consisted of the following (in thousands): February 28, 2026 August 31, 2025 Accrued incentive compensation $ 7,986 $ 13,944 Accrued payroll 6,234 5,618 Accrued profit sharing 2,278 4,755 Accrued payroll taxes 2,522 3,416 Other 824 682 Total $ 19,844 $ 28,415 Note 8. Debt As of February 28, 2026, 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 February 28, 2026, 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 and for Euro borrowings is the Euro Interbank Offered Rate as administered by the European Money Markets Institute. 14 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 February 28, 2026 August 31, 2025 Credit Agreement – revolving credit facility (1) Various 4/30/2029 $ 35,608 $ 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 101,208 86,995 Short-term portion of borrowings ( 15,157 ) ( 800 ) Total long-term borrowings $ 86,051 $ 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 February 28, 2026, $ 21.2 million of this facility was classified as long-term and was entirely denominated in Euros. $ 14.4 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 February 28, 2026, 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 15 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 six months ended February 28, 2026, the Company repurchased 77,675 shares at an average price of $ 203.22 per share, for a total cost of $ 15.8 million. As of February 28, 2026, the Company is authorized to purchase an additional $ 13.8 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 February 28, Six Months Ended February 28, 2026 2025 2026 2025 Net income $ 20,318 $ 29,851 $ 37,769 $ 48,776 Less: Net income allocated to participating securities ( 56 ) ( 86 ) ( 103 ) ( 150 ) Net income available to common stockholders $ 20,262 $ 29,765 $ 37,666 $ 48,626 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 February 28, Six Months Ended February 28, 2026 2025 2026 2025 Weighted-average common shares outstanding, basic 13,484 13,552 13,504 13,550 Weighted-average dilutive securities 24 20 25 22 Weighted-average common shares outstanding, diluted 13,508 13,572 13,529 13,572 For the three months ended February 28, 2026 and 2025, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 3,482 and 9,544 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive. For the six months ended February 28, 2026 and 2025, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 6,513 and 7,866 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive. 16 Table of Contents Note 11. Revenue The following table presents the Company’s revenues by segment and major source (in thousands): Three Months Ended February 28, 2026 Six Months Ended February 28, 2026 Americas EIMEA Asia-Pacific Total Americas EIMEA Asia-Pacific Total WD-40 Multi-Use Product $ 56,041 $ 52,359 $ 18,966 $ 127,366 $ 110,625 $ 97,308 $ 37,230 $ 245,163 WD-40 Specialist 9,020 9,574 3,749 22,343 18,437 19,507 6,937 44,881 Other maintenance products (1) 4,008 2,936 181 7,125 8,583 6,729 373 15,685 Total maintenance products 69,069 64,869 22,896 156,834 137,645 123,544 44,540 305,729 HCCP (2) 2,745 — 2,092 4,837 6,042 — 4,323 10,365 Total net sales $ 71,814 $ 64,869 $ 24,988 $ 161,671 $ 143,687 $ 123,544 $ 48,863 $ 316,094 Three Months Ended February 28, 2025 Six Months Ended February 28, 2025 Americas EIMEA Asia-Pacific Total Americas EIMEA Asia-Pacific Total WD-40 Multi-Use Product $ 51,058 $ 46,406 $ 16,228 $ 113,692 $ 103,959 $ 91,272 $ 37,008 $ 232,239 WD-40 Specialist 7,720 8,424 2,418 18,562 15,953 16,241 5,540 37,734 Other maintenance products (1) 3,592 3,254 217 7,063 7,866 6,448 537 14,851 Total maintenance products 62,370 58,084 18,863 139,317 127,778 113,961 43,085 284,824 HCCP (2) 3,159 1,491 2,137 6,787 7,187 3,097 4,491 14,775 Total net sales $ 65,529 $ 59,575 $ 21,000 $ 146,104 $ 134,965 $ 117,058 $ 47,576 $ 299,599 (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. 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 $ 4.7 million as of both February 28, 2026 and August 31, 2025, respectively. All of the $ 4.7 million that was included in contract liabilities as of August 31, 2025 was recognized to revenue during the six months ended February 28, 2026. 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 February 28, 2026 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 $ 1.9 million and $ 1.2 million as of February 28, 2026 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 17 Table of Contents 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 February 28, 2026, 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 February 28, 2026. From time to time, the Company enters into indemnification agreements with certain parties in the ordinary course of business, including agreements with lenders, lessors, contract manufacturers, marketing distributors, customers and certain vendors. 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 February 28, 2026. 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. 18 Table of Contents The provision (benefit) for income taxes was 21.4 % and ( 33.0 )% as a percentage of income before income taxes for the three months ended February 28, 2026 and 2025, respectively. This 54.4 % 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) The expiration of the statute of limitations on the uncertain tax position associated with the Tax Cuts and Jobs Act’s mandatory onetime “toll tax” on unremitted foreign earnings released in fiscal year 2025 53.1 % Non-recurring benefit received in the prior year from the settlement of stock-based equity awards 2.1 % The provision (benefit) for income taxes was 22.0 % and ( 4.5 )% as a percentage of income before income taxes for the six months ended February 28, 2026 and 2025, respectively. This 26.5 % 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) The expiration of the statute of limitations on the uncertain tax position associated with the Tax Cuts and Jobs Act’s mandatory onetime “toll tax” on unremitted foreign earnings released in fiscal year 2025 25.5 % Non-recurring benefit received in the prior year from the settlement of stock-based equity awards 1.5 % 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 2023 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 2022 are no longer subject to examination. The Company is currently under audit in various state jurisdictions for fiscal years 2022 through 2025. 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 $ 3.8 million and $ 4.9 million as of February 28, 2026 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. Summary information about reportable segments is as follows (in thousands): 19 Table of Contents For the Three Months Ended Americas EIMEA Asia-Pacific Total February 28, 2026 Net sales $ 71,814 $ 64,869 $ 24,988 $ 161,671 Cost of products sold 33,667 27,737 10,326 71,730 Gross Profit $ 38,147 $ 37,132 $ 14,662 $ 89,941 Operating Expenses: Department Expenses (1) 17,094 15,328 3,947 36,369 Advertising and sales promotion 3,761 3,628 1,434 8,823 Freight 1,961 1,764 537 4,262 Depreciation (in operating departments) and Amortization (2) 288 759 54 1,101 Income from operations - reportable segments $ 15,043 $ 15,653 $ 8,690 $ 39,386 Unallocated Corporate (3) ( 13,098 ) GAAP Income from Operations $ 26,288 February 28, 2025 Net sales $ 65,529 $ 59,575 $ 21,000 $ 146,104 Cost of products sold 32,702 24,941 8,745 66,388 Gross Profit $ 32,827 $ 34,634 $ 12,255 $ 79,716 Operating Expenses: Department Expenses (1) 14,043 14,128 3,052 31,223 Advertising and sales promotion 2,988 3,100 1,316 7,404 Freight 2,347 1,484 491 4,322 Depreciation (in operating departments) and Amortization (2) 239 649 47 935 Income from operations - reportable segments $ 13,210 $ 15,273 $ 7,349 $ 35,832 Unallocated Corporate (3) ( 12,552 ) GAAP Income from Operations $ 23,280 For the Six Months Ended Americas EIMEA Asia-Pacific Total February 28, 2026 Net sales $ 143,687 $ 123,544 $ 48,863 $ 316,094 Cost of products sold 67,247 51,947 20,127 139,321 Gross Profit $ 76,440 $ 71,597 $ 28,736 $ 176,773 Operating Expenses: Department Expenses (1) 34,440 31,339 8,010 73,789 Advertising and sales promotion 6,982 7,157 2,873 17,012 Freight 4,363 3,486 1,084 8,933 Depreciation (in operating departments) and Amortization (2) 573 1,488 107 2,168 Income from operations - reportable segments $ 30,082 $ 28,127 $ 16,662 $ 74,871 Unallocated Corporate (3) ( 25,325 ) GAAP Income from Operations $ 49,546 February 28, 2025 Net sales $ 134,965 $ 117,058 $ 47,576 $ 299,599 Cost of products sold 67,116 49,190 19,490 135,796 Gross Profit $ 67,849 $ 67,868 $ 28,086 $ 163,803 Operating Expenses: Department Expenses (1) 30,065 28,216 6,448 64,729 Advertising and sales promotion 6,750 6,119 2,928 15,797 Freight 4,644 3,180 1,082 8,906 Depreciation (in operating departments) and Amortization (2) 528 1,399 99 2,026 Income from operations - reportable segments $ 25,862 $ 28,954 $ 17,529 $ 72,345 Unallocated Corporate (3) ( 23,943 ) GAAP Income from Operations $ 48,402 20 Table of Contents (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 employee-related costs which consist of salaries, stock-based compensation, fringe benefits and other miscellaneous employee-related 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 March 16, 2026, the Company’s Board declared a cash dividend of $ 1.02 per share payable on April 30, 2026 to stockholders of record at the close of business on April 17, 2026. Leases In March 2026, subsequent to the end of the second quarter of fiscal year 2026, the Company entered into a lease of a distribution center in the U.S. and a lease of office space in Australia. The Company will recognize approximately $ 5.0 million of rights and obligations in the next quarter. 21 Table of Contents