Financial Analysis

Commitments and Contingencies Purchase Commitments The Company has ongoing relationships with various suppliers, third-party contract manufacturers that manufacture the Companys products, and third-party distribution centers that warehouse and ship the Companys 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 Companys 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 abo …

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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 Companys 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 Companys various operating, investing and financing needs. The Companys C …

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The following table presents the Companys 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 …

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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 Companys condensed consolidated balance sheets. (2) Certain assets of the Companys 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 Companys 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 Companys goodwill. Definite-lived Intangible Assets The Companys 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 Companys condensed consolidated balance sheets. In the first quarter of f …

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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 Acts 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 Companys 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 jurisdicti …

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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 Companys 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. …

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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 Companys annual periods beginning September 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The amendments will impact the Companys 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 StatementReporting Comprehensive IncomeExpense 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 Companys 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 Companys disclosures. In July 2025, the FASB issued ASU No. 2025-05, Financial InstrumentsCredit Lo …

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Revenue The following table presents the Companys 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 …

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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 Companys identified segments. Corporate overhead costs include expenses for the Companys 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 Companys Chief Executive Officer, Steven A. Brass, as the Companys Chief Operating Decision Maker (the CODM), manages the Companys capital and allocates resources based on each business segments gross profit and income from operations. The CODM compares the Companys 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 Companys consolidated financial statements. Summary information about reportable segments is as follows (in thousands): 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 G …

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Subsequent Events Dividend Declaration On June 15, 2026, the Companys 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. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing