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) May 31, 2026 August 31, 2025 Assets Current assets: Cash and cash equivalents $ 59,137 $ 58,130 Trade and other accounts receivable, net 150,052 120,589 Inventories 80,932 79,871 Other current assets 14,581 26,366 Total current assets 304,702 284,956 Property and equipment, net 58,288 60,394 Goodwill 98,349 97,150 Other intangible assets, net 3,844 2,416 Right-of-use assets 16,797 13,534 Deferred tax assets, net 1,282 1,027 Other assets 16,564 16,332 Total assets $ 499,826 $ 475,809 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 35,732 $ 37,955 Accrued liabilities 33,899 34,230 Accrued payroll and related expenses 27,451 28,415 Short-term borrowings 15,335 800 Income taxes payable 2,380 857 Total current liabilities 114,797 102,257 Long-term borrowings 85,332 86,195 Deferred tax liabilities, net 8,865 9,375 Long-term operating lease liabilities 10,287 8,423 Other long-term liabilities 1,812 1,407 Total liabilities 221,093 207,657 Commitments and Contingencies (Note 13) Stockholders’ equity: Common stock — authorized 36,000,000 shares, $ 0.001 par value; 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 20 20 Additional paid-in capital 183,900 180,065 Retained earnings 568,344 540,665 Accumulated other comprehensive loss ( 22,822 ) ( 24,485 ) 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 ) Total stockholders’ equity 278,733 268,152 Total liabilities and stockholders’ equity $ 499,826 $ 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 May 31, Nine Months Ended May 31, 2026 2025 2026 2025 Net sales $ 195,119 $ 156,915 $ 511,213 $ 456,514 Cost of products sold 84,696 68,804 224,017 204,600 Gross profit 110,423 88,111 287,196 251,914 Operating expenses: Selling, general and administrative 56,687 51,541 166,805 151,054 Advertising and sales promotion 11,939 9,160 28,951 24,957 Amortization of definite-lived intangible assets 1,461 45 1,558 136 Total operating expenses 70,087 60,746 197,314 176,147 Income from operations 40,336 27,365 89,882 75,767 Other income (expense): Interest income 156 104 489 358 Interest expense ( 794 ) ( 887 ) ( 2,108 ) ( 2,781 ) Other income (expense), net ( 127 ) 880 ( 246 ) 813 Income before income taxes 39,571 27,462 88,017 74,157 Provision for income taxes 9,355 6,485 20,032 4,404 Net income $ 30,216 $ 20,977 $ 67,985 $ 69,753 Earnings per common share: Basic $ 2.24 $ 1.54 $ 5.03 $ 5.13 Diluted $ 2.24 $ 1.54 $ 5.02 $ 5.13 Shares used in per share calculations: Basic 13,452 13,544 13,487 13,548 Diluted 13,481 13,567 13,512 13,570 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 May 31, Nine Months Ended May 31, 2026 2025 2026 2025 Net income $ 30,216 $ 20,977 $ 67,985 $ 69,753 Other comprehensive income (loss): Foreign currency translation adjustment ( 1,382 ) 8,125 1,663 1,193 Total comprehensive income $ 28,834 $ 29,102 $ 69,648 $ 70,946 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 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). 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 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). 7 Table of Contents WD-40 COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited and in thousands) Nine Months Ended May 31, 2026 2025 Operating activities: Net income $ 67,985 $ 69,753 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,905 6,099 Amortization of cloud computing implementation costs 1,319 1,265 Deferred income taxes ( 665 ) ( 86 ) Tax benefit from release of uncertain tax position — ( 11,929 ) Stock-based compensation 6,067 5,716 Unrealized foreign currency exchange (gains) losses ( 431 ) 348 Provision for credit losses 819 1,044 Write-off of inventories 1,398 693 Other ( 112 ) ( 87 ) Changes in assets and liabilities: Trade and other accounts receivable ( 29,087 ) 4,644 Inventories 1,330 ( 2,776 ) Other assets 3,144 ( 6,387 ) Operating lease assets and liabilities, net ( 514 ) ( 17 ) Accounts payable and accrued liabilities ( 5,073 ) ( 10,001 ) Accrued payroll and related expenses ( 1,123 ) ( 205 ) Other long-term liabilities and income taxes payable 1,863 ( 94 ) Net cash provided by operating activities 54,825 57,980 Investing activities: Purchases of property and equipment ( 3,924 ) ( 3,177 ) Proceeds from sales of property and equipment 545 329 Net cash used in investing activities ( 3,379 ) ( 2,848 ) Financing activities: Treasury stock purchases ( 22,546 ) ( 9,739 ) Dividends paid ( 40,306 ) ( 37,504 ) Repayments of long-term senior notes ( 800 ) ( 800 ) Net proceeds from revolving credit facility 14,535 1,605 Shares withheld to cover taxes upon settlement of equity awards ( 2,232 ) ( 2,883 ) Net cash used in financing activities ( 51,349 ) ( 49,321 ) Effect of exchange rate changes on cash and cash equivalents 910 ( 828 ) Net increase in cash and cash equivalents 1,007 4,983 Cash and cash equivalents at beginning of period 58,130 46,699 Cash and cash equivalents at end of period $ 59,137 $ 51,682 Supplemental disclosure of noncash investing activities: Accrued capital expenditures $ 770 $ 119 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 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. 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 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. 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 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. 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 $ 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 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 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. Note 4. Inventories Inventories consisted of the following (in thousands): May 31, 2026 August 31, 2025 Product held at third-party contract manufacturers $ 4,342 $ 4,640 Raw materials and components 7,145 11,122 Work-in-process 548 923 Finished goods 68,897 66,535 Inventory held for sale (1) — ( 3,349 ) Total $ 80,932 $ 79,871 (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. 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): May 31, 2026 August 31, 2025 Machinery, equipment and vehicles $ 56,232 $ 54,975 Buildings and improvements 30,004 29,695 Computer and office equipment 7,056 6,577 Internal-use software 10,604 10,625 Furniture and fixtures 3,531 3,467 Capital in progress 2,723 3,583 Land 4,291 4,294 Subtotal 114,441 113,216 Less: accumulated depreciation and amortization ( 56,153 ) ( 52,822 ) Total $ 58,288 $ 60,394 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. 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 95 ( 19 ) 3 79 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. (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 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. 12 Table of Contents The following table summarizes the definite-lived intangible assets and the related accumulated amortization (in thousands): May 31, 2026 August 31, 2025 Gross carrying amount $ 33,690 $ 33,510 Accumulated amortization ( 29,846 ) ( 28,273 ) Less: other intangible assets, net, held for sale (1) — ( 2,821 ) Net carrying amount $ 3,844 $ 2,416 (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). Total Balance as of August 31, 2025 (1) $ 2,416 Reclassification of held for sale asset (1) 2,821 Amortization related to reclassification of held for sale assets (1) ( 1,343 ) Amortization expense ( 215 ) Translation adjustments 165 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. 13 Table of Contents Note 7. Leases Right-of-use assets and lease liabilities consisted of the following (in thousands): May 31, 2026 August 31, 2025 Assets: 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 Liabilities: 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. Note 8. Accrued and Other Liabilities Accrued liabilities consisted of the following (in thousands): May 31, 2026 August 31, 2025 Accrued advertising and sales promotion expenses $ 14,425 $ 13,728 Accrued professional services fees 2,167 2,201 Accrued sales taxes and other taxes 4,883 4,486 Deferred revenue 3,060 4,734 Short-term operating lease liability 3,460 2,282 Other 5,904 6,799 Total $ 33,899 $ 34,230 Accrued payroll and related expenses consisted of the following (in thousands): May 31, 2026 August 31, 2025 Accrued incentive compensation $ 12,338 $ 13,944 Accrued payroll 7,355 5,618 Accrued profit sharing 3,170 4,755 Accrued payroll taxes 3,773 3,416 Other 815 682 Total $ 27,451 $ 28,415 14 Table of Contents Note 9. Debt As of May 31, 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 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”). 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. Short-term and long-term borrowings under the Company’s Credit Agreement and Note Agreement consisted of the following (in thousands): Issuance Maturities (calendar year) May 31, 2026 August 31, 2025 Credit Agreement – revolving credit facility (1) Various 4/30/2029 $ 35,467 $ 20,995 Note Agreement Series A Notes – 3.39 % fixed rate (2) 11/15/2017 2026-2032 13,200 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 100,667 86,995 Short-term portion of borrowings ( 15,335 ) ( 800 ) Total long-term borrowings $ 85,332 $ 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 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. 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. 15 Table of Contents 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 May 31, 2026, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement. Note 10. 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 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. Note 11. Earnings per Common Share The table below reconciles net income to net income available to common stockholders (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2026 2025 2026 2025 Net income $ 30,216 $ 20,977 $ 67,985 $ 69,753 Less: Net income allocated to participating securities ( 84 ) ( 54 ) ( 187 ) ( 204 ) Net income available to common stockholders $ 30,132 $ 20,923 $ 67,798 $ 69,549 16 Table of Contents The table below summarizes the weighted-average number of common shares outstanding included in the calculation of basic and diluted EPS (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2026 2025 2026 2025 Weighted-average common shares outstanding, basic 13,452 13,544 13,487 13,548 Weighted-average dilutive securities 29 23 25 22 Weighted-average common shares outstanding, diluted 13,481 13,567 13,512 13,570 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. Note 12. Revenue The following table presents the Company’s revenues by segment and major source (in thousands): Three Months Ended May 31, 2026 Nine Months Ended May 31, 2026 Americas EIMEA Asia-Pacific Total Americas EIMEA Asia-Pacific Total WD-40 Multi-Use Product $ 81,914 $ 50,006 $ 20,603 $ 152,523 $ 192,539 $ 147,314 $ 57,833 $ 397,686 WD-40 Specialist 11,471 12,630 3,917 28,018 29,908 32,137 10,854 72,899 Other maintenance products (1) 4,957 3,936 310 9,203 13,540 10,665 683 24,888 Total maintenance products 98,342 66,572 24,830 189,744 235,987 190,116 69,370 495,473 HCCP (2) 2,874 — 2,501 5,375 8,916 — 6,824 15,740 Total net sales $ 101,216 $ 66,572 $ 27,331 $ 195,119 $ 244,903 $ 190,116 $ 76,194 $ 511,213 Three Months Ended May 31, 2025 Nine Months Ended May 31, 2025 Americas EIMEA Asia-Pacific Total Americas EIMEA Asia-Pacific Total WD-40 Multi-Use Product $ 61,225 $ 42,804 $ 16,658 $ 120,687 $ 165,184 $ 134,076 $ 53,666 $ 352,926 WD-40 Specialist 9,400 9,671 2,957 22,028 25,353 25,912 8,497 59,762 Other maintenance products (1) 4,372 3,125 190 7,687 12,238 9,573 727 22,538 Total maintenance products 74,997 55,600 19,805 150,402 202,775 169,561 62,890 435,226 HCCP (2) 3,165 1,105 2,243 6,513 10,352 4,202 6,734 21,288 Total net sales $ 78,162 $ 56,705 $ 22,048 $ 156,915 $ 213,127 $ 173,763 $ 69,624 $ 456,514 (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 $ 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 17 Table of Contents 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 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 $ 1.1 million and $ 1.2 million as of May 31, 2026 and August 31, 2025, respectively. Note 13. Commitments and Contingencies Purchase Commitments The Company has ongoing relationships with various suppliers, third-party contract manufacturers that manufacture the Company’s products, and third-party distribution centers that warehouse and ship the Company’s products to customers. The contract manufacturers maintain title and control of certain raw materials and components, materials utilized in finished products, and the finished products themselves until shipment to the Company’s third-party distribution centers or customers in accordance with agreed-upon shipment terms. The Company has minimum purchase obligations primarily consisting of volume commitments with certain third-party packagers. 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 . 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 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. 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 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 18 Table of Contents attempt to allocate risk of loss in connection with the consummation of the underlying contractual arrangements. Although the maximum amount of future payments that the Company could be required to make under these indemnification agreements is not capped, management believes that the Company maintains adequate levels of insurance coverage to protect the Company with respect to most potential claims arising from such agreements and that such agreements do not otherwise have value separate and apart from the liabilities incurred in the ordinary course of the Company’s business. Thus, no liabilities have been recorded with respect to such indemnification agreements as of May 31, 2026. Note 14. Income Taxes The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The provision for income taxes was 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. 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 (“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 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 $ 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. Note 15. 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 May 31, 2026 Net sales $ 101,216 $ 66,572 $ 27,331 $ 195,119 Cost of products sold 45,021 27,792 11,883 84,696 Gross Profit $ 56,195 $ 38,780 $ 15,448 $ 110,423 Operating Expenses: Department Expenses (1) 18,288 14,934 3,843 37,065 Advertising and sales promotion 5,666 4,481 1,792 11,939 Freight 3,040 2,145 610 5,795 Depreciation (in operating departments) and Amortization (2) 1,731 764 66 2,561 Income from operations - reportable segments $ 27,470 $ 16,456 $ 9,137 $ 53,063 Unallocated Corporate (3) ( 12,727 ) GAAP Income from Operations $ 40,336 May 31, 2025 Net sales $ 78,162 $ 56,705 $ 22,048 $ 156,915 Cost of products sold 35,800 23,973 9,031 68,804 Gross Profit $ 42,362 $ 32,732 $ 13,017 $ 88,111 Operating Expenses: Department Expenses (1) 15,443 14,878 3,439 33,760 Advertising and sales promotion 3,646 3,594 1,920 9,160 Freight 2,512 1,547 522 4,581 Depreciation (in operating departments) and Amortization (2) 278 685 49 1,012 Income from operations - reportable segments $ 20,483 $ 12,028 $ 7,087 $ 39,598 Unallocated Corporate (3) ( 12,233 ) GAAP Income from Operations $ 27,365 For the Nine Months Ended Americas EIMEA Asia-Pacific Total May 31, 2026 Net sales $ 244,903 $ 190,116 $ 76,194 $ 511,213 Cost of products sold 112,269 79,739 32,009 224,017 Gross Profit $ 132,634 $ 110,377 $ 44,185 $ 287,196 Operating Expenses: Department Expenses (1) 52,728 46,273 11,853 110,854 Advertising and sales promotion 12,648 11,638 4,665 28,951 Freight 7,403 5,631 1,694 14,728 Depreciation (in operating departments) and Amortization (2) 2,304 2,252 173 4,729 Income from operations - reportable segments $ 57,551 $ 44,583 $ 25,800 $ 127,934 Unallocated Corporate (3) ( 38,052 ) GAAP Income from Operations $ 89,882 May 31, 2025 Net sales $ 213,127 $ 173,763 $ 69,624 $ 456,514 Cost of products sold 102,916 73,163 28,521 204,600 Gross Profit $ 110,211 $ 100,600 $ 41,103 $ 251,914 Operating Expenses: Department Expenses (1) 45,508 43,094 9,888 98,490 Advertising and sales promotion 10,396 9,713 4,848 24,957 Freight 7,156 4,727 1,603 13,486 Depreciation (in operating departments) and Amortization (2) 806 2,084 148 3,038 Income from operations - reportable segments $ 46,345 $ 40,982 $ 24,616 $ 111,943 Unallocated Corporate (3) ( 36,176 ) GAAP Income from Operations $ 75,767 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. 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. 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 16. Subsequent Events Dividend Declaration 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. 21 Table of Contents