What changed in this filing

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Item 1. Financial Statements

2026-07-09 compared with 2026-04-09 · 141 added, 111 removed, 486 unchanged (34% of the section changed)

33 unchanged sentences

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

19,973,934 and 19,954,495 shares issued at May 31, 2026 and August 31, 2025, respectively;

and 13,438,128 and 13,527,614 shares outstanding at May 31, 2026 and August 31, 2025, respectively

Additional paid-in capital 183,900 180,065

1 unchanged sentence

Accumulated other comprehensive loss ( 22,822 ) ( 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

Common stock held in treasury, at cost — 6,535,806 and 6,426,881 shares at May 31, 2026 and August 31, 2025, respectively

( 450,709 ) ( 428,113 )

5 unchanged sentences

(Unaudited and in thousands, except per share amounts)

Three Months Ended February 28, Six Months Ended February 28,

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

2026 2025 2026 2025

13 unchanged sentences

Income before income taxes 39,571 27,462 88,017 74,157

Provision (benefit) for income taxes 5,536 ( 7,412 ) 10,677 ( 2,081 )

Provision for income taxes 9,355 6,485 20,032 4,404

Net income $ 30,216 $ 20,977 $ 67,985 $ 69,753

9 unchanged sentences

(Unaudited and in thousands)

Three Months Ended February 28, Six Months Ended February 28,

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

2026 2025 2026 2025

32 unchanged sentences

Balance at February 28, 2026 19,973,928 $ 20 $ 182,433 $ 551,890 $ ( 21,440 ) 6,504,556 $ ( 443,948 ) $ 268,955

Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 6 - -

Stock-based compensation 1,467 1,467

Cash dividends ($ 1.02 per share)

( 13,762 ) ( 13,762 )

Repurchases of common stock 31,250 ( 6,761 ) ( 6,761 )

Foreign currency translation adjustment ( 1,382 ) ( 1,382 )

Net income 30,216 30,216

Balance at May 31, 2026 19,973,934 $ 20 $ 183,900 $ 568,344 $ ( 22,822 ) 6,535,806 $ ( 450,709 ) $ 278,733

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

24 unchanged sentences

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

Stock-based compensation 1,625 1,625

Cash dividends ($ 0.94 per share)

( 12,766 ) ( 12,766 )

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

Foreign currency translation adjustment 8,125 8,125

Net income 20,977 20,977

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

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

2 unchanged sentences

(Unaudited and in thousands)

Six Months Ended February 28,

Nine Months Ended May 31,

Operating activities:

6 unchanged sentences

Stock-based compensation 6,067 5,716

Unrealized foreign currency exchange gains ( 277 ) ( 658 )

Unrealized foreign currency exchange (gains) losses ( 431 ) 348

Provision for credit losses 819 1,044

22 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 910 ( 828 )

Net (decrease) increase in cash and cash equivalents ( 7,782 ) 6,296

Net increase in cash and cash equivalents 1,007 4,983

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

8 unchanged sentences

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

Certain assets of the Company’s homecare and cleaning product businesses are classified as held for sale as of February 28, 2026.

Refer to Note 3.

- Assets Held for Sale for additional information.

Certain assets of the Company’s homecare and cleaning product businesses were reclassified from held for sale to held for use as of May 31, 2026.

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

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

28 unchanged sentences

Foreign currency forward contracts in an asset position at the end of the reporting period are included in other current assets, while foreign currency forward contracts in a liability position at the end of the reporting period are included in accrued liabilities in the Company’s condensed consolidated balance sheets.

At 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.

At May 31, 2026, the Company had a notional amount of $ 10.7 million outstanding in foreign currency forward contracts, which matured in June 2026.

Unrealized net gains and losses related to foreign currency forward contracts were not significant at May 31, 2026 and August 31, 2025.

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

6 unchanged sentences

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

As of 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.

As of May 31, 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.

1 unchanged sentence

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.

The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 60.5 million as of May 31, 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 $ 65.2 million.

During the nine months ended May 31, 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

20 unchanged sentences

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):

2026 August 31,

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.

In the third quarter of fiscal year 2026, the Company reassessed its classification of its homecare and cleaning product businesses in the Americas segment previously presented as held for sale.

In April 2026, management determined that it will no longer proactively market these brands for sale and now will retain the business assets for ongoing use in operations.

As the criteria for held for sale classification under ASC 360 are no longer met, the Company reclassified the business assets to “held for use.” In accordance with the guidance, the assets were measured at the lower of (i) their carrying amount, adjusted for amortization that would have been recognized had they remained classified as held for use, or (ii) their fair value as of the date the decision not to sell was made.

During the third quarter of fiscal year 2026, the Company resumed amortization and recorded an additional $ 1.3 million of amortization, which represents the amount the definite-lived intangible assets would have been amortized during the period which they were classified as held for sale, had they been classified as held for use.

The fair value of the asset group exceeded the carrying amounts, and therefore no impairments were recorded.

Assets held for sale as of August 31, 2025 were $ 7.3 million.

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

There were no liabilities in the disposal group.

The assets held for sale were included in other current assets in the condensed consolidated balance sheets in the prior fiscal year period.

Inventories consisted of the following (in thousands):

5 unchanged sentences

Inventory held for sale (1)

( 4,335 ) ( 3,349 )

Total $ 80,932 $ 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.

(1) The prior fiscal year balances included inventory held for sale which consisted mostly of finished goods inventory and was included in other current assets on the Company’s consolidated balance sheet.

These assets were reclassified from held for sale to held for use as of May 31, 2026.

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

Property and Equipment and Capitalized Cloud Computing Implementation Costs

11 unchanged sentences

Total $ 58,288 $ 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.

As of May 31, 2026 and August 31, 2025, the Company’s condensed consolidated balance sheets included $ 18.0 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 $ 5.1 million and $ 3.8 million as of May 31, 2026 and August 31, 2025, respectively.

Amortization expense associated with these assets was $ 0.4 million and $ 1.3 million for the three and nine months ended May 31, 2026, respectively, and $ 0.5 million and $ 1.3 million for the three and nine months ended May 31, 2025, respectively.

Goodwill and Other Intangible Assets

4 unchanged sentences

Translation adjustments 95 ( 19 ) 3 79

Balance as of February 28, 2026 $ 85,979 $ 10,101 $ 1,213 $ 97,293

Reclassification of held for sale assets (2)

1,120 — — 1,120

Balance as of May 31, 2026 $ 87,111 $ 10,026 $ 1,212 $ 98,349

(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.

(2) Certain assets of the Company’s homecare and cleaning product businesses were reclassified from held for sale to held for use as of May 31, 2026.

Refer to Note 3 — Assets Held for Sale for additional information and related amortization thereof.

There were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill as of May 31, 2026.

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

Definite-lived Intangible Assets

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

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

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

The Company’s definite-lived intangible assets include the trade names Spot Shot, Carpet Fresh, EZ REACH and GT85, as well as intangible assets related to customer relationships and a non-compete agreement.

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

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

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

As discussed in Note 3 — Assets Held for Sale, during the third quarter of fiscal year 2026, the Company resumed amortization and recorded additional amortization for Spot Shot.

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

3 unchanged sentences

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

( 2,821 ) ( 2,821 )

Net carrying amount $ 3,844 $ 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).

(1) The prior fiscal year balances included other intangible assets held for sale which were included in other current assets on the Company’s condensed consolidated balance sheets.

These assets were reclassified from held for sale to held for use as of May 31, 2026.

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

During the third quarter of fiscal year 2026, the Company performed an impairment analysis in connection with the reassessment of the Americas homecare and cleaning business.

The Company determined the fair value of the Spot Shot brand by following the income approach, which uses a discounted cash flow methodology.

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

The discounted cash flow methodology also requires that management make assumptions about certain key inputs in the estimated cash flows, including long-term sales forecasts, terminal growth rates and discount rates, all of which are inherently uncertain.

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

Management factored in declining cash flows based off management’s expectations to harvest this brand.

Based on its quantitative assessment, the Company determined that the estimated fair value of the Americas’ Spot Shot business exceeds its carrying value.

As a result, the Company concluded that no impairment of its intangibles existed as of May 31, 2026.

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

Changes in the carrying amounts of definite-lived intangible assets, net, pertain entirely to the Americas’ segment for the nine months ended May 31, 2026 and are summarized below (in thousands).

Balance as of August 31, 2025 (1)

Reclassification of held for sale asset (1)

Amortization related to reclassification of held for sale assets (1)

Amortization expense ( 215 )

Translation adjustments 165

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.

Balance as of May 31, 2026 $ 3,844

(1) The prior fiscal year balances included definite-lived intangible assets held for sale which were included in other current assets on the Company’s condensed consolidated balance sheets.

These assets were reclassified from held for sale to held for use as of May 31, 2026.

Refer to Note 3 — Assets Held for Sale for additional information and related amortization thereof.

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

Right-of-use assets and lease liabilities consisted of the following (in thousands):

2026 August 31,

Operating lease right-of-use assets $ 13,938 $ 10,385

Finance lease right-of-use asset 2,859 3,149

Total right-of-use assets $ 16,797 $ 13,534

Current operating lease liabilities (1)

$ 3,460 $ 2,282

Long-term operating lease liabilities 10,287 8,423

Total operating lease liabilities $ 13,747 $ 10,705

(1) Current operating lease liabilities are classified in accrued liabilities on the Company’s condensed consolidated balance sheets.

In March 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 recognized approximately $ 5.0 million in the third quarter of fiscal year 2026 related to the rights and obligations it created.

Accrued and Other Liabilities

16 unchanged sentences

Total $ 27,451 $ 28,415

As of February 28, 2026, the Company held borrowings under two separate agreements as detailed below.

As of May 31, 2026, the Company held borrowings under two separate agreements as detailed below.

Note Purchase and Private Shelf Agreement

1 unchanged sentence

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

As of February 28, 2026, the Company had outstanding balances on its series A, B and C notes issued under the Note Agreement.

As of May 31, 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”).

11 unchanged sentences

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

Issuance Maturities February 28,

Issuance Maturities

(calendar year) May 31,

2026 August 31,

4 unchanged sentences

11/15/2017 2026-2032 13,200 14,000

13,600 14,000

Series B Notes – 2.50 % fixed rate (3)

7 unchanged sentences

Outstanding draws for which management has the ability and intent to refinance with successive short-term borrowings for a period of at least twelve months are classified as long-term.

As of February 28, 2026, $ 21.2 million of this facility was classified as long-term and was entirely denominated in Euros.

As of May 31, 2026, $ 21.0 million of this facility was classified as long-term and was entirely denominated in Euros.

$ 14.5 million was classified as short-term and was denominated in U.S.

15 unchanged sentences

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

As of February 28, 2026, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement.

As of May 31, 2026, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement.

Share Repurchase Plan

2 unchanged sentences

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

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.

The timing and amount of repurchases are based on terms and conditions as may be acceptable to the Company’s Chief Executive Officer and Chief Financial Officer, subject to present loan covenants and in compliance with all laws and regulations applicable thereto.

During the nine months ended May 31, 2026, the Company repurchased 108,925 shares at an average price of $ 206.99 per share, for a total cost of $ 22.5 million.

As of May 31, 2026, the Company is authorized to purchase an additional $ 7.0 million under the 2023 Repurchase Plan.

On June 15, 2026, the Board of Directors approved a new share repurchase plan (the “2026 Repurchase Plan”).

Under the 2026 Repurchase Plan, which will become effective on September 1, 2026, the Company is authorized to acquire up to $ 100.0 million of its outstanding shares.

The timing and amount of repurchases are based on terms and conditions as may be acceptable to the Company’s Chief Executive Officer, Chief Financial Officer or Treasurer, subject to present loan covenants and in compliance with all laws and regulations applicable thereto, including the Company’s insider trading policies.

The 2026 Repurchase Plan is not subject to any expiration date and may be suspended, discontinued, or modified at any time by the Board.

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,

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

2026 2025 2026 2025

3 unchanged sentences

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

Three Months Ended February 28, Six Months Ended February 28,

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

2026 2025 2026 2025

2 unchanged sentences

Weighted-average common shares outstanding, diluted 13,481 13,567 13,512 13,570

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.

For the three months ended May 31, 2026, there were no anti-dilutive stock-based equity awards outstanding.

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

For the nine months ended May 31, 2026 and 2025, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 4,342 and 8,425 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.

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

Three Months Ended February 28, 2026 Six Months Ended February 28, 2026

Three Months Ended May 31, 2026 Nine Months Ended May 31, 2026

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

6 unchanged sentences

Total net sales $ 101,216 $ 66,572 $ 27,331 $ 195,119 $ 244,903 $ 190,116 $ 76,194 $ 511,213

Three Months Ended February 28, 2025 Six Months Ended February 28, 2025

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

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

13 unchanged sentences

Revenue is subsequently recognized when revenue recognition criteria are met, generally when control of the product transfers to the customer.

The Company had contract liabilities of $ 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.

The Company had contract liabilities of $ 3.1 million and $ 4.7 million as of May 31, 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 nine months ended

May 31, 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 did not have any contract assets as of May 31, 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.

These receivables are presented net of an allowance for credit losses of $ 1.1 million and $ 1.2 million as of May 31, 2026 and August 31, 2025, respectively.

Commitments and Contingencies

1 unchanged sentence

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.

During the third quarter of fiscal year 2026, the Company committed to support the construction of a third-party manufacturing and logistics facility through a $ 5.0 million contribution which will be paid during the construction phase.

These payments are associated with reserving production capacity over a seven-year period after the completion of the facility which is expected to be completed in fiscal year 2028.

In addition, the Company will incur minimum fixed monthly warehousing service fees totaling approximately $ 8.4 million over a seven-year term which is expected to start in the third quarter of fiscal year 2028.

The facility will be utilized by multiple customers of the third-party manufacturer and logistics provider.

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 .

4 unchanged sentences

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 of May 31, 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.

4 unchanged sentences

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.

Thus, no liabilities have been recorded for these agreements as of May 31, 2026.

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.

Thus, no liabilities have been recorded with respect to such indemnification agreements as of May 31, 2026.

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 (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

Non-recurring benefit received in the prior year from the settlement of stock-based equity awards

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)

Non-recurring benefit received in the prior year from the settlement of stock-based equity awards

The provision for income taxes was 23.6 % as a percentage of income before income taxes for both the three months ended May 31, 2026 and 2025.

There were no significant changes to the effective tax rate for the comparative periods.

The provision for income taxes was 22.8 % and 5.9 % as a percentage of income before income taxes for the nine months ended May 31, 2026 and 2025, respectively.

This 16.8 % increase in the effective tax rate from period to period was primarily due 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.

The Company is subject to taxation in the U.S.

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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.

Internal Revenue Service (“IRS”).

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 is currently under audit in the U.S.

by the IRS for fiscal year 2025.

The Company is also 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 was $ 1.2 million and $ 4.9 million as of May 31, 2026 and August 31, 2025, respectively.

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

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For the Three Months Ended Americas EIMEA Asia-Pacific Total

February 28, 2026

Net sales $ 101,216 $ 66,572 $ 27,331 $ 195,119

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GAAP Income from Operations $ 40,336

February 28, 2025

Net sales $ 78,162 $ 56,705 $ 22,048 $ 156,915

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GAAP Income from Operations $ 27,365

For the Six Months Ended Americas EIMEA Asia-Pacific Total

February 28, 2026

For the Nine Months Ended Americas EIMEA Asia-Pacific Total

Net sales $ 244,903 $ 190,116 $ 76,194 $ 511,213

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GAAP Income from Operations $ 89,882

February 28, 2025

Net sales $ 213,127 $ 173,763 $ 69,624 $ 456,514

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

During the third quarter of fiscal year 2026, the Company resumed amortization and recorded an additional $ 1.3 million of amortization.

For additional information, refer to Note 3 assets held for sale.

(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.

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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.

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.

On June 15, 2026, the Company’s Board declared a cash dividend of $ 1.02 per share payable on July 31, 2026 to stockholders of record at the close of business on July 17, 2026.

Share Repurchase Plan

On June 15, 2026, the Board of Directors approved a new share repurchase authorization.

For additional information, refer to the terms and conditions of the 2026 Repurchase Plan in Note 10— Share Repurchase Plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements