wdfc-20251130

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 000-06936

WD-40 COMPANY

(Exact name of registrant as specified in its charter)


Delaware			95-1797918
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

9715 Businesspark Avenue, San Diego, California			92131
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: (619) 275-1400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common stock, par value $0.001 per share

WDFC

NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, as of January 2, 2026 was 13,486,302.

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WD-40 COMPANY

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended November 30, 2025

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PART I — FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 5.	Other Information	33
Item 6.	Exhibits	34

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PART 1 — FINANCIAL INFORMATION

Item 1. Financial Statements

WD-40 COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except share and per share amounts)


	November 30, 2025		August 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	48,583	$	58,130
Trade and other accounts receivable, net	112,453		120,589
Inventories	84,002		79,871
Other current assets	25,647		26,366
Total current assets	270,685		284,956
Property and equipment, net	58,670		60,394
Goodwill	97,123		97,150
Other intangible assets, net	2,390		2,416
Right-of-use assets	13,083		13,534
Deferred tax assets, net	1,214		1,027
Other assets	16,497		16,332
Total assets	$	459,662	$	475,809

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	28,057	$	37,955
Accrued liabilities	29,491		34,230
Accrued payroll and related expenses	23,654		28,415
Short-term borrowings	5,342		800
Income taxes payable	4,735		857
Total current liabilities	91,279		102,257
Long-term borrowings	85,653		86,195
Deferred tax liabilities, net	9,545		9,375
Long-term operating lease liabilities	7,697		8,423
Other long-term liabilities	1,422		1,407
Total liabilities	195,596		207,657

Commitments and Contingencies (Note 12)

Stockholders’ equity:
Common stock — authorized 36,000,000 shares, $0.001 par value; 19,970,058 and 19,954,495 shares issued at November 30, 2025 and August 31, 2025, respectively; and 13,503,677 and 13,527,614 shares outstanding at November 30, 2025 and August 31, 2025, respectively	20		20
Additional paid-in capital	179,557		180,065
Retained earnings	545,363		540,665
Accumulated other comprehensive loss	(24,912)		(24,485)
Common stock held in treasury, at cost — 6,466,381 and 6,426,881 shares at November 30, 2025 and August 31, 2025, respectively	(435,962)		(428,113)
Total stockholders’ equity	264,066		268,152
Total liabilities and stockholders’ equity	$	459,662	$	475,809

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

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WD-40 COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited and in thousands, except per share amounts)


	Three Months Ended November 30,
	2025		2024

Net sales	$	154,423	$	153,495
Cost of products sold	67,591		69,408
Gross profit	86,832		84,087

Operating expenses:
Selling, general and administrative	55,336		50,525
Advertising and sales promotion	8,189		8,393
Amortization of definite-lived intangible assets	49		47
Total operating expenses	63,574		58,965

Income from operations	23,258		25,122

Other income (expense):
Interest income	179		148
Interest expense	(648)		(873)
Other expense, net	(197)		(141)
Income before income taxes	22,592		24,256
Provision for income taxes	5,141		5,331
Net income	$	17,451	$	18,925

Earnings per common share:
Basic	$	1.29	$	1.39
Diluted	$	1.28	$	1.39

Shares used in per share calculations:
Basic	13,524		13,548
Diluted	13,549		13,573

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

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WD-40 COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited and in thousands)


	Three Months Ended November 30,
		2025		2024

Net income		$	17,451	$	18,925
Other comprehensive income (loss):
Foreign currency translation adjustment		(427)		(6,185)
Total comprehensive income		$	17,024	$	12,740

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

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WD-40 COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited and in thousands, except share and per share amounts)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders’ Equity

	Shares	Amount								Shares	Amount
Balance at August 31, 2025	19,954,495	$	20	$	180,065	$	540,665	$	(24,485)	6,426,881	$	(428,113)	$	268,152
Issuance of common stock under share-based compensation plan, net of shares withheld for taxes	15,563	-											—
Payments for taxes related to net share settlement of equity awards				(2,232)									(2,232)
Stock-based compensation				1,724									1,724
Cash dividends ($0.94 per share)						(12,753)							(12,753)
Repurchases of common stock										39,500	(7,849)		(7,849)
Foreign currency translation adjustment								(427)					(427)
Net income						17,451							17,451
Balance at November 30, 2025	19,970,058	$	20	$	179,557	$	545,363	$	(24,912)	6,466,381	$	(435,962)	$	264,066


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Stockholders’ Equity

	Shares	Amount								Shares	Amount
Balance at August 31, 2024	19,925,212	$	20	$	175,642	$	499,931	$	(29,268)	6,376,631	$	(415,799)	$	230,526
Issuance of common stock under share-based compensation plan, net of shares withheld for taxes	15,158	-											—
Payments for taxes related to net share settlement of equity awards				(2,883)									(2,883)
Stock-based compensation				1,499									1,499
Cash dividends ($0.88 per share)						(11,958)							(11,958)
Repurchases of common stock										13,750	(3,627)		(3,627)
Foreign currency translation adjustment								(6,185)					(6,185)
Net income						18,925							18,925
Balance at November 30, 2024	19,940,370	$	20	$	174,258	$	506,898	$	(35,453)	6,390,381	$	(419,426)	$	226,297

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

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WD-40 COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)


	Three Months Ended November 30,
	2025		2024
Operating activities:
Net income	$	17,451	$	18,925
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,103		2,075
Amortization of cloud computing implementation costs	413		416

Deferred income taxes	51		522

Stock-based compensation	1,724		1,499
Unrealized foreign currency exchange gains	(34)		(330)
Provision for credit losses	497		994
Write-off of inventories	234		255
Other	(76)		(41)
Changes in assets and liabilities:
Trade and other accounts receivable	7,418		(293)
Inventories	(4,932)		(2,651)
Other assets	652		(1,177)
Operating lease assets and liabilities, net	(238)		14
Accounts payable and accrued liabilities	(14,457)		(1,730)
Accrued payroll and related expenses	(4,710)		(4,954)
Other long-term liabilities and income taxes payable	3,889		1,406
Net cash provided by operating activities	9,985		14,930

Investing activities:
Purchases of property and equipment	(935)		(691)
Proceeds from sales of property and equipment	196		124
Net cash used in investing activities	(739)		(567)

Financing activities:
Treasury stock purchases	(7,849)		(3,627)
Dividends paid	(12,753)		(11,958)
Repayments of long-term senior notes	(400)		(400)
Net proceeds from revolving credit facility	4,542		14,771
Shares withheld to cover taxes upon settlement of equity awards	(2,232)		(2,883)
Net cash used in financing activities	(18,692)		(4,097)
Effect of exchange rate changes on cash and cash equivalents	(101)		(2,051)
Net (decrease) increase in cash and cash equivalents	(9,547)		8,215
Cash and cash equivalents at beginning of period	58,130		46,699
Cash and cash equivalents at end of period	$	48,583	$	54,914

Supplemental disclosure of noncash investing activities: Accrued capital expenditures	$	119	$	188

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

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WD-40 COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. The Company

WD-40 Company (the “Company”), incorporated in Delaware and based in San Diego, California, is a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories and homes around the world. The Company owns a wide range of brands that include maintenance products and homecare and cleaning products: WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, Lava® and Solvol®. Certain assets of the Company’s homecare and cleaning product businesses are classified as held for sale as of November 30, 2025. Refer to Note 3 - Assets Held for Sale for additional information.

The Company’s products are sold in various locations around the world. Maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia, Europe, India, the Middle East and Africa. Homecare and cleaning products are sold primarily in North America and Australia. The Company’s products are sold primarily through hardware stores, automotive parts outlets, industrial distributors and suppliers, mass retail and home center stores, value retailers, grocery stores, online retailers, warehouse club stores, farm supply, sport retailers, and independent bike dealers.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Consolidation

The unaudited condensed consolidated financial statements included herein have been prepared by the Company according to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The August 31, 2025 year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

In the opinion of management, the unaudited financial information for the interim periods shown reflects all adjustments necessary for a fair statement thereof and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025, which was filed with the SEC on October 27, 2025.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.

Global economies have experienced significant volatility in recent years. Although the Company’s estimates consider current conditions, the inputs into certain of the Company’s significant and critical accounting estimates include judgments and assumptions about the economic implications of factors that have been subject to such volatility and how management expects them to change in the future, as appropriate. It is possible that actual results experienced may materially differ from the Company’s estimates in future periods, which could materially affect its results of operations and financial condition.

Foreign Currency Forward Contracts

In the normal course of business, the Company employs established policies and procedures to manage its exposure to fluctuations in foreign currency exchange rates. The Company utilizes foreign currency forward contracts to limit its exposure to net asset balances held in non-functional currencies, primarily at its U.K. subsidiary. The Company monitors its foreign currency exchange rate exposures to ensure the overall effectiveness of its foreign currency hedge positions.

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While the Company engages in foreign currency hedging activity to reduce its risk, for accounting purposes, none of its foreign currency forward contracts are designated as hedges.

Foreign currency forward contracts are carried at fair value, with net realized and unrealized gains and losses recognized in other income (expense), net in the Company’s condensed consolidated statements of operations. Cash flows from settlements of foreign currency forward contracts are included in operating activities in the condensed consolidated statements of cash flows. Foreign currency forward contracts in an asset position at the end of the reporting period are included in other current assets, while foreign currency forward contracts in a liability position at the end of the reporting period are included in accrued liabilities in the Company’s condensed consolidated balance sheets. At November 30, 2025, the Company had a notional amount of $2.9 million outstanding in foreign currency forward contracts, which will mature in January 2026. Unrealized net gains and losses related to foreign currency forward contracts were not significant at November 30, 2025 and August 31, 2025. Realized net gains and losses related to foreign currency forward contracts were not significant for the three months ended November 30, 2025 and 2024. Both unrealized and realized net gains and losses are recorded in other income (expense), net in the Company’s condensed consolidated statements of operations.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities;

Level 2: Observable market-based inputs or observable inputs that are corroborated by market data; and

Level 3: Unobservable inputs reflecting the Company’s own assumptions.

Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of November 30, 2025, the Company had no assets or liabilities that are measured at fair value in the financial statements on a recurring basis, with the exception of the foreign currency forward contracts, which are classified as Level 2 within the fair value hierarchy. The carrying values of cash equivalents and short-term borrowings are recorded at cost, which approximates their fair values, primarily due to their short-term nature. In addition, the carrying value of borrowings held under the Company’s revolving credit facility approximates fair value, based on Level 2 inputs, due to the variable nature of underlying interest rates, which generally reflect market conditions. The Company’s fixed rate long-term borrowings consist of senior notes and are recorded at carrying value. The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $61.0 million as of November 30, 2025, which was determined based on a discounted cash flow analysis using current market interest rates for instruments with similar terms, compared to their carrying value of $65.6 million. During the three months ended November 30, 2025, the Company did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the Chief Operating Decision Maker and included within each reported measure of segment profit or loss. The Company adopted ASU 2023-07 with its annual period ended August 31, 2025 and interim periods thereafter. See Note 14 — Business Segments and foreign operations for updated disclosures as a result of this adoption.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning September 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The amendments will impact the Company’s income tax disclosures but will have no impact on results of operations, cash flows or financial condition. The Company will adopt the standard on the effective date in its upcoming annual report for fiscal year 2026.

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In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” which includes amendments that require disclosure in the notes to financial statements of specified information about certain costs and expenses. The amendments are effective for the Company’s annual periods beginning September 1, 2027, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is in the process of evaluating this ASU to determine its impact on the Company’s disclosures.

In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” which includes amendments that provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets. The amendments are effective for the Company’s annual periods beginning September 1, 2027, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is in the process of evaluating this ASU to determine its impact on the Company’s financial statements and disclosures.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)” which includes amendments that remove all references to prescriptive and sequential software development stages throughout Subtopic 350-40. The amendments are effective for the Company’s annual periods beginning September 1, 2028, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is in the process of evaluating this ASU to determine its impact on the Company’s financial statements and disclosures.

Note 3. Assets Held for Sale

In the first quarter of fiscal year 2025, certain assets of the Company’s homecare and cleaning product businesses in the Americas and EIMEA segments met the criteria to be classified as held for sale. Management determined that the planned sale of these brands did not represent a strategic shift having a major effect on the Company’s operations and financial results and therefore did not meet the criteria for classification as discontinued operations in fiscal year 2025. Although the planned sale of the homecare and cleaning product businesses in the Americas has not completed within the original one year expectation, these assets continued to meet the criteria as held for sale in accordance with ASC 360, Property, Plant, and Equipment as of November 30, 2025.

Assets included as part of the disposal group classified as held for sale consisted of inventory, goodwill and other intangible assets, net. There are no liabilities in the disposal group.

The following table summarizes assets held for sale in the Americas segment (in thousands):


	November 30, 2025		August 31, 2025
Inventory	$	3,907	$	3,349
Goodwill	1,120		1,120
Other intangible assets, net	2,821		2,821
Total assets held for sale(1):	$	7,848	$	7,290

(1)Total assets held for sale are included in other current assets on the Company’s condensed consolidated balance sheets.

Sale of Homecare and Cleaning Product Businesses in EIMEA in fiscal year 2025

During the fourth quarter of fiscal year 2025, the Company sold its homecare and cleaning product business in the EIMEA segment. The brands related to this business are included in fiscal year 2025 financial results but will not be included in fiscal year 2026 financial results.

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Note 4. Inventories

Inventories consisted of the following (in thousands):


	November 30, 2025		August 31, 2025
Product held at third-party contract manufacturers	$	3,874	$	4,640
Raw materials and components	10,389		11,122
Work-in-process	708		923
Finished goods	72,938		66,535
Inventory held for sale (1)	(3,907)		(3,349)
Total	$	84,002	$	79,871

(1)Inventory held for sale consists mostly of finished goods inventory and is included in other current assets on the Company’s condensed consolidated balance sheets.

Note 5. Property and Equipment and Capitalized Cloud Computing Implementation Costs

Property and equipment, net, consisted of the following (in thousands):


	November 30, 2025		August 31, 2025
Machinery, equipment and vehicles	$	54,868	$	54,975
Buildings and improvements	29,581		29,695
Computer and office equipment	6,861		6,577
Internal-use software	10,343		10,625
Furniture and fixtures	3,456		3,467
Capital in progress	3,310		3,583
Land	4,287		4,294
Subtotal	112,706		113,216
Less: accumulated depreciation and amortization	(54,036)		(52,822)
Total	$	58,670	$	60,394

As of November 30, 2025 and August 31, 2025, the Company’s condensed consolidated balance sheets included $17.2 million and $16.6 million, respectively, of capitalized cloud computing implementation costs recorded as other assets within the Company’s condensed consolidated balance sheets. Accumulated amortization associated with these assets was $4.2 million and $3.8 million as of November 30, 2025 and August 31, 2025, respectively. Amortization expense associated with these assets was $0.4 million for both the three months ended November 30, 2025 and 2024, respectively.

Note 6. Goodwill and Other Intangible Assets

Goodwill

The following table summarizes the changes in the carrying amounts of goodwill by segment (in thousands):


	Americas		EIMEA		Asia-Pacific		Total
Balance as of August 31, 2025 (1)	$	85,896	$	10,045	$	1,209	$	97,150

Translation adjustments	8		(38)		3		(27)

Balance as of November 30, 2025	$	85,904	$	10,007	$	1,212	$	97,123

(1)Beginning balance does not include certain homecare and cleaning assets in the Americas segment as it is included in other current assets on the Company’s condensed consolidated balance sheets.

There were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill as of November 30, 2025. To date, there have been no impairment losses identified and recorded related to the Company’s goodwill.

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Definite-lived Intangible Assets

In the first quarter of fiscal year 2025, the America’s homecare and cleaning product businesses were classified as held for sale. Definite-lived intangible assets included in America’s homecare and cleaning include Spot Shot which ceased amortization as of September 1, 2024.

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

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


	November 30, 2025		August 31, 2025
Gross carrying amount	$	33,508	$	33,510

SEC Form 10-Q filed by WD-40 Company