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WD 40 CO

For the period ended May 31, 2025. Filed Jul 10, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 31, 2025 · Filed Jul 10, 2025

WDFC$221.58-2.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-02-28; filed 2025-04-09.

0000105132-25-000015

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-05-31; filed 2025-07-10.

0000105132-25-000025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 182 previous paragraphs and 188 current paragraphs.

103 unchanged; 55 reworded; 28 added; 18 removed; 6 previous and 2 current paragraphs rearranged.

Tables are not compared: 20 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (28)

Current report

•WD-40 Multi-Use Product sales increased $2.7 million, or 5%, primarily due to the increase in U.S. of $3.0 million. U.S. sales increased primarily due to higher sales volume due to higher level of promotional activities and timing of customer orders from certain mass retailers and online retailers. Sales in Latin America remained relatively constant from period to period. Latin America distributor markets decreased in sales volume from period to period due to a lower level of promotional activities and timing of customer orders, which were offset by an increase in sales volume in Brazil.

Current report

•WD-40 Specialist sales increased $0.4 million, or 4%, primarily due to increased distribution in the United States.

Current report

•Other maintenance product and homecare and cleaning product sales remained relatively constant from period to period.

Current report

Americas Sales – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Current report

Net sales decreased in the EIMEA segment from period to period, primarily due to the following:

Current report

•WD-40 Multi-Use Product sales decreased $2.6 million, or 6%, primarily due to a decrease in sales volume to our marketing distributor customers which unfavorably impacted sales by $3.9 million, primarily in the Middle East region. This decrease was due to lower demand as a result of weaker economic conditions in certain regions as well as timing of customer orders. This decrease was partially offset by increases in some of our direct markets, including the U.K. and France, which increased $0.5 million and $0.4 million, respectively, due to increased sales volume.

Current report

EIMEA Sales – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Current report

•WD-40 Specialist and other maintenance product sales increased $3.3 million, or 15%, primarily due to the increased demand and new distribution associated with premiumization efforts in support of our strategic framework. Other contributing factors include increased promotional activities discussed in the section for the three months ended May 31, 2025.

Current report

Asia-Pacific Sales – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Current report

•WD-40 Multi-Use Product sales remained relatively constant due to sales decreases in Asia distributor markets of $2.6 million mostly offset by sales increases in China and Australia of $2.1 million and $0.3 million, respectively.

Current report

Gross Margin – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Current report

SG&A Expenses – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Current report

A&P expenses remained relatively constant from period to period.

Current report

A&P Expenses – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Current report

Americas Operating Income – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Current report

EIMEA Operating Income – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Current report

Income from operations for the Asia-Pacific segment increased to $7.1 million, up $0.3 million, or 5%, primarily due to a $1.5 million increase in sales and a higher gross margin, partially offset by higher operating expenses. Gross margin for the Asia-Pacific segment increased from 57.6% to 59.0%, primarily due to a lower level of discounts that we gave to our customers partially offset by the unfavorable changes in sales mix and market mix from period to period. Operating expenses increased $0.8 million due to higher employee-related costs as a result of annual compensation increases as well as higher A&P expenses from period to period. Operating income as a percentage of net sales decreased slightly from 32.9% to 32.1%.

Current report

Income from operations for the Asia-Pacific segment decreased to $24.6 million, down $0.6 million, or 3%, due to higher operating expenses partially offset by increased sales and a higher gross margin, which increased slightly from 58.5% to 59.0%. Operating expenses increased $1.2 million primarily due to the factors as discussed above in the section for the three months ended May 31, 2025. Operating income as a percentage of net sales decreased from 36.4% to 35.4% period over period.

Current report

Unallocated Corporate Expenses – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Current report

Interest income remained relatively consistent for both the three and nine months ended May 31, 2025 and 2024.

Current report

Interest expense decreased by $0.3 million for the $0.6 million for the three months ended May 31, 2025 and 2024, respectively, primarily due to lower aggregate outstanding balances on our revolving credit agreement from period to period.

Current report

Other income (expense), net changed favorably by $1.2 million and $1.3 million for the three and nine months ended May 31, 2025 and 2024, respectively, primarily due to foreign currency exchange gains which were recorded for the three and nine months ended May 31, 2025 compared to net foreign currency exchange losses which were recorded in the same period of the prior fiscal year as a result of fluctuations in the foreign currency exchange rates for both the Euro and the U.S. Dollar against the Pound Sterling.

Current report

Changes in our working capital decreased net cash provided by operating activities by $14.8 million for the nine months ended May 31, 2025, compared to a $3.1 million increase in the prior period. The unfavorable $11.7 million net change in working capital was primarily due to changes in inventory, accounts payable, and other assets. Changes in inventory balances decreased net cash provided by operating activities by $11.7 million from period to period. We took deliberate actions to significantly decrease inventory levels during the nine months ended May 31, 2024, which actions resulted in a significant net cash inflow in the comparative period, whereas inventory levels remained relatively consistent in the current period. Changes in accounts payable balances decreased working capital $9.6 million primarily due to the timing of payments to vendors in the Americas from period to period. Changes in other asset balances decreased working capital by $6.2 million, primarily due to a $4.1 million increase in tax receivable due to timing of tax payments as well as a $0.7 million increase in assets related to cloud-based information systems.

Current report

These unfavorable changes in working capital were partially offset by favorable changes in trade and other accounts receivable balances of $20.4 million primarily due to the timing of collection of payments from customers, primarily in the U.S.
Removed paragraphs (18)

Previous report

•Other maintenance product sales decreased $0.4 million 10%, primarily due to decrease in Mexico due to decreased volumes from a lower level of promotional activities, as well as unfavorable changes in foreign currency exchange rates.

Previous report

Americas Sales – Six Months Ended – February 28, 2025 Compared to February 29, 2024

Previous report

•WD-40 Multi-Use Product sales increased $6.4 million, or 7%, primarily due to increases in Latin America of $7.0 million, or 33%. Sales in Latin America were favorably impacted by the transition to a direct marketing model in Brazil as discussed above in the section for the three months ended February 28, 2025. In addition, sales in other Latin American markets increased $1.7 million due to improved economic conditions in certain regions as well as a higher level of promotional activities. This increase in Latin America was partially offset by lower sales in Mexico of $2.2 million, or 20%, due to lower demand as a result of worsening economic conditions, as well as unfavorable changes in foreign currency exchange rates.

Previous report

EIMEA Sales – Six Months Ended – February 28, 2025 Compared to February 29, 2024

Previous report

Net sales in the Asia-Pacific segment decreased from period to period, highlighted by the following:

Previous report

Asia-Pacific Sales – Six Months Ended – February 28, 2025 Compared to February 29, 2024

Previous report

Net sales in the Asia-Pacific segment decreased from period to period, highlighted by the following:

Previous report

•WD-40 Multi-Use Product sales decreased $1.7 million, or 4%, primarily due to decreases in our Asia distributor markets of $3.3 million partially offset by increases in China and Australia of $1.2 million and $0.3 million, respectively. In the Asia distributor markets, many of our distributors were carrying high levels of inventory of our product after participating in successful promotional programs in fiscal year 2024 and reduced the volume of orders during the first half of fiscal year 2025 to adjust to more normal levels of inventory, particularly in the Philippines, Indonesia and Singapore. Sales in China and Australia increased due to higher sales volume from successful promotional programs and marketing activities.

Previous report

Gross Margin – Six Months Ended – February 28, 2025 Compared to February 29, 2024

Previous report

SG&A Expenses – Six Months Ended – February 28, 2025 Compared to February 29, 2024

Previous report

A&P Expenses – Six Months Ended – February 28, 2025 Compared to February 29, 2024

Previous report

Americas Operating Income – Six Months Ended – February 28, 2025 Compared to February 29, 2024

Previous report

EIMEA Operating Income – Six Months Ended – February 28, 2025 Compared to February 29, 2024

Previous report

Income from operations for the Asia-Pacific segment remained relatively constant for the three months ended February 28, 2025 compared to February 29, 2024. Gross margin for the Asia-Pacific segment decreased slightly from 58.5% to 58.4%. Operating income as a percentage of net sales decreased slightly from 35.2% to 35.0%.

Previous report

Income from operations for the Asia-Pacific segment decreased to $17.5 million, down $1.0 million, or 5%, due to decreased sales of $1.3 million and slightly higher operating expenses. Gross margin for the Asia-Pacific segment increased slightly from 58.9% to 59.0%. Operating income as a percentage of net sales decreased from 37.9% to 36.8% period over period.

Previous report

Unallocated Corporate Expenses – Six Months Ended – February 28, 2025 Compared to February 29, 2024

Previous report

Changes in working capital decreased net cash provided by operating activities by $24.8 million for the six months ended February 28, 2025 primarily due to changes in inventory balances and a larger decrease in accrued payroll liabilities compared to the prior period. Changes in inventory balances decreased net cash provided by operating activities by $15.8 million. Inventory balances increased during the first six months of fiscal year 2025 primarily to support certain supply chain initiatives in EIMEA and to meet strong demand in the region, compared to decreases in inventory balances, specifically in the Americas in the comparative period. In addition, net cash provided by operating activities decreased by $6.5 million primarily due to higher earned incentive payouts in the first half of fiscal year 2025 compared to the same period of the prior fiscal year.
Reworded paragraphs (55)

Previous wording

The following summarizes the financial and operational highlights for our business during the six months ended February 28, 2025:

Current wording

The following summarizes the financial and operational highlights for our business during the nine months ended May 31, 2025:

Previous wording

•Consolidated net sales increased $20.1 million or 7%, to $299.6 million compared to the corresponding period of the prior fiscal year. Increases in sales volume favorably impacted net sales by approximately $22.2 million from period to period. Increases in the average selling price of our products positively impacted net sales by approximately $1.3 million from period to period. Changes to net sales attributable to volumes and average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period. Consolidated net sales was unfavorably impacted by changes in foreign currency exchange rates which was estimated to be $3.4 million from period to period.

Current wording

•Consolidated net sales increased $21.9 million or 5%, to $456.5 million compared to the corresponding period of the prior fiscal year. Increases in sales volume favorably impacted net sales by approximately $21.5 million from period to period. Increases in the average selling price of our products positively impacted net sales by approximately $5.4 million from period to period. Changes to net sales attributable to volumes and average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period. Consolidated net sales was unfavorably impacted by changes in foreign currency exchange rates, which impact was estimated to be $5.0 million from period to period.

Previous wording

•Gross profit as a percentage of net sales increased to 54.7% from 53.1% in the corresponding period of the prior fiscal year.

Current wording

•Gross profit as a percentage of net sales increased to 55.2% from 53.1% in the corresponding period of the prior fiscal year.

Previous wording

•Consolidated net income increased $15.8 million, or 48%, compared to the corresponding period of the prior fiscal year. During the second quarter of fiscal year 2025, we released an uncertain tax position that generated a favorable income tax adjustment of $11.9 million. Excluding this one-time benefit, net income would have increased $3.8 million, or 12%.

Current wording

•Consolidated net income increased $16.9 million, or 32%, compared to the corresponding period of the prior fiscal year. During the second quarter of fiscal year 2025, we released an uncertain tax position that generated a favorable income tax adjustment of $11.9 million. Excluding this one-time benefit, net income would have increased $5.0 million, or 9%.

Previous wording

•Diluted earnings per common share were $3.58 versus $2.42 in the prior fiscal year period. As noted above, during the second quarter of fiscal year 2025, we released an uncertain tax position that generated a favorable income tax adjustment. Excluding this one-time benefit, on a Non-GAAP basis, adjusted diluted EPS was $2.71.

Current wording

•Diluted earnings per common share were $5.13 versus $3.88 in the prior fiscal year period. As noted above, during the second quarter of fiscal year 2025, we released an uncertain tax position that generated a favorable income tax adjustment. Excluding this one-time benefit, on a non-GAAP basis, adjusted diluted EPS was $4.26.

Previous wording

•We returned approximately $31.4 million to our stockholders in the first half of fiscal year 2025 through share repurchases and dividends.

Current wording

•During the nine months ended May 31, 2025, we returned approximately $47.2 million to our stockholders through share repurchases and dividends.

Previous wording

We continue to monitor changes in international trade relations and trade policy, including those related to tariffs, which could adversely impact our results. We utilize third-party manufacturers and distribution centers that are primarily in regions near our customers and end users, which decreases the potential unfavorable impacts of new tariffs on purchases of our inventory and shipments to our customers. However, certain inputs sourced by our third-party manufacturers to produce our inventory may increase in cost and unfavorably impact our results. In addition, any supply chain constraints, inflationary impacts or weakening in consumer demand as a result of changes to global economic environments could impact our results.

Current wording

We continue to monitor changes in international trade relations and trade policy, including those related to tariffs, which could adversely impact our results. We utilize third-party manufacturers and distribution centers that are primarily in regions near our customers and end users, which mitigates the potential unfavorable impacts of new tariffs on purchases of our inventory and shipments to our customers. However, certain inputs sourced by our third-party manufacturers to produce our inventory may increase in cost and unfavorably impact our results. In addition, any supply chain constraints, inflationary impacts or weakening in consumer demand as a result of changes to global economic conditions could impact our results.

Previous wording

See the Company’s risk factors disclosed in Part I―Item 1A, “Risk Factors,” in its Annual Report on Form 10-K for the fiscal year ended August 31, 2024, which was filed with the SEC on October 21, 2024 for further information on risks related to global economic conditions.

Current wording

See our risk factors disclosed in Part I―Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024, which was filed with the SEC on October 21, 2024 for further information on risks related to global economic conditions and uncertainty of trade relations and tariffs affecting trade between the U.S. and other countries.

Previous wording

Three and Six Months Ended February 28, 2025 Compared to Three and Six Months Ended February 29, 2024

Current wording

Three and Nine Months Ended May 31, 2025 Compared to Three and Nine Months Ended May 31, 2024

Previous wording

•For the three months ended February 28, 2025, 70% of sales came from the U.S., and 30% of sales came from Canada and Latin America combined compared to the three months ended February 29, 2024 when 76% of sales came from the U.S., and 24% of sales came from Canada and Latin America.

Current wording

•For the three months ended May 31, 2025, 73% of sales came from the U.S., and 27% of sales came from Canada and Latin America combined compared to the three months ended May 31, 2024 when 72% of sales came from the U.S., and 28% of sales came from Canada and Latin America.

Previous wording

•WD-40 Multi-Use Product sales increased $2.0 million, or 4%, primarily due to increase in Latin America of $4.7 million, or 47%. Sales in Latin America were favorably impacted by increased sales in Brazil by $3.4 million, which benefited from a shift from an indirect distribution model to a direct model beginning in the third quarter of fiscal year 2024. In addition, sales in other Latin American markets increased $1.3 million due to improved economic conditions in certain regions as well as a higher level of promotional activities. This increase in Latin America was partially offset by lower sales in U.S. and Mexico of $2.7 million and $0.7 million, or 7% and 13%, respectively, due to decreased volumes as a result of the timing of customer orders. Mexico also decreased due to lower demand as a result of worsening economic conditions and unfavorable changes in foreign currency exchange rates from period to period.

Current wording

•WD-40 Multi-Use Product sales increased $9.1 million, or 6%, primarily due to increases in Latin America and U.S. of $6.9 million and $2.7 million, respectively. Sales in Brazil increased $7.0 million primarily due to operating under a direct model for the nine months ended May 31, 2025. Early in the third quarter of fiscal year 2024, we acquired a Brazilian distributor and shifted from an indirect distribution model to a direct model. In addition, sales in other Latin American markets increased $0.9 million due to improved economic conditions in certain regions as well as a higher level of promotional activities. Sales in U.S. increased primarily due to increased sales volumes due to a higher level of promotional programs. These increases in Latin America and U.S. were partially offset by lower sales in Mexico of $2.1 million primarily due to unfavorable changes in foreign currency exchange rates.

Previous wording

•WD-40 Specialist sales increased $0.6 million, or 9%, primarily due to new distribution and increased demand in the United States.

Current wording

•WD-40 Specialist sales increased $2.1 million, or 9%, primarily due to new distribution and increased demand in the United States.

Previous wording

•Homecare and cleaning product sales decreased $0.2 million, or 6%, primarily due to changes in distribution and reduced sales volume in the U.S. as a result of a lower level of advertising and promotional activities associated with these brands, as we focus on increasing sales of maintenance products in support of our four-by-four strategic framework.

Current wording

•Homecare and cleaning product sales decreased $0.5 million, or 5%, primarily due to changes in distribution as well as reduced demand in the U.S. as a result of a lower level of advertising and promotional activities associated with these brands, as we focus on increasing sales of maintenance products in support of our four-by-four strategic framework.

Previous wording

•For the six months ended February 28, 2025, 72% of sales came from the U.S., and 28% of sales came from Canada and Latin America combined compared to the six months ended February 29, 2024 when 75% of sales came from the U.S., and 25% of sales came from Canada and Latin America.

Current wording

•For the nine months ended May 31, 2025, 72% of sales came from the U.S., and 28% of sales came from Canada and Latin America combined compared to the nine months ended May 31, 2024 when 74% of sales came from the U.S., and 26% of sales came from Canada and Latin America.

Previous wording

•WD-40 Specialist sales increased $0.9 million, or 12%, primarily due to higher sales volume as a result of increased distribution and stronger levels of demand in various direct markets, most significantly in the DACH, Benelux, and Iberia regions.

Current wording

•WD-40 Specialist sales increased $1.3 million, or 15%, primarily due to higher sales volume as a result of increased promotional activity for our WD-40 Bike line in the DACH region, as well as stronger levels of demand in France and other direct markets.

Previous wording

•Homecare and cleaning product sales decreased $0.7 million, or 32%, primarily due to reduced demand in the U.K. as a result of a lower level of advertising and promotional activities associated with these brands, as we focus on increasing sales of maintenance products in support of our four-by-four strategic framework.

Current wording

•Homecare and cleaning product sales decreased $1.2 million, or 51%, primarily due to reduced demand in the U.K. as a result of a lower level of advertising and promotional activities associated with these brands, as we focus on increasing sales of maintenance products in support of our four-by-four strategic framework.

Previous wording

•WD-40 Multi-Use Product sales increased $12.7 million, or 16%, primarily due to higher sales volume across nearly all regions. Sales in direct markets increased significantly in France, Italy, and Benelux regions, which were up $1.8 million, $1.6 million, and $1.5 million, respectively. Sales to our marketing distributors in various regions, increased $5.8 million primarily due to increased distribution, higher levels of demand and timing of customer orders. India in particular increased $1.6 million from period to period. Most regions in EIMEA have experienced continued increases in sales volumes after a temporary reduction in demand from price increases we implemented prior to fiscal year 2024. While most of this volume recovery was experienced in fiscal year 2024 after customers adjusted to those price increases, this volume recovery has continued into fiscal year 2025 and has resulted in higher sales levels from period to period.

Current wording

•WD-40 Multi-Use Product sales increased $10.1 million, or 8%, primarily due to higher sales volume across nearly all regions. Sales in direct markets increased significantly in France, Iberia, Benelux, and Italy which were up $2.2 million, $1.6 million, $1.4 million, and $1.3 million, respectively. Sales to our marketing distributors in various regions, increased $2.2 million, most predominately in India, primarily due to increased distribution, higher levels of demand and timing of customer orders. Most regions in EIMEA have experienced continued increases in sales volumes after a temporary reduction in demand from price increases we implemented during fiscal year 2023. While most of this volume recovery was experienced in fiscal year 2024 after customers adjusted to those price increases, this volume recovery has continued into fiscal year 2025 and has resulted in higher sales levels from period to period.

Previous wording

•Homecare and cleaning product sales decreased $1.1 million, or 26%, primarily due to reduced demand in the U.K. as discussed above in the section for the three months ended February 28, 2025.

Current wording

•Homecare and cleaning product sales decreased $2.3 million, or 35%, primarily due to reduced demand in the U.K. as a result of a lower level of advertising and promotional activities associated with these brands, as discussed above in the section for the three months ended May 31, 2025.

Previous wording

•WD-40 Specialist sales increased $0.2 million, or 10%, primarily due to increased sales volume due to successful promotional programs and marketing activities in our Asia distributor markets.

Current wording

•WD-40 Multi-Use Product sales increased $1.6 million, or 10%, primarily due to increases in China and our Asia distributor markets of $0.9 million and $0.6 million, respectively. Sales in China increased due to increased sales volume from successful promotional programs and marketing activities as well as increased distribution. Sales in our Asia Distributor markets increased due to successful promotional programs and increased demand, particularly in Indonesia and Taiwan.

Previous wording

•WD-40 Specialist and other maintenance product sales increased $2.1 million, or 14%, and $0.4 million, or 6%, respectively, primarily due to the combined impact of higher sales volume due to increased distribution and stronger levels of demand after customers adjusted to price increases.

Current wording

•WD-40 Specialist and other maintenance product sales remained relatively constant from period to period.

Previous wording

•Homecare and cleaning product sales decreased $0.2 million, or 7%, from period to period.

Current wording

•Homecare and cleaning product sales decreased $0.2 million, or 8%, from period to period primarily due to lower sales due to a lower level of promotional activity.

Previous wording

•WD-40 Multi-Use Product sales decreased $0.4 million, or 2%, primarily due to decreases in our Asia distributor markets of $0.7 million partially offset by increases in China of $0.3 million. Asia distributor markets experienced a decrease in sales volume primarily due to market disruption driven by the strengthening of the U.S. Dollar. In addition, sales volumes decreased due to timing of customer orders placed by certain of our distributors, particularly in the Philippines. Sales in China increased due to increased sales volume from successful promotional programs and marketing activities.

Current wording

Asia distributor markets experienced a decrease in sales volume primarily due to market disruption driven by the strengthening of the U.S. Dollar during the first half of fiscal year 2025, as well as weaker economic conditions in certain regions. In addition, sales volumes decreased due to timing of customer orders placed by certain of our distributors, particularly in the Philippines. Sales in China and Australia increased due to higher sales volume from successful promotional programs and marketing activities.

Previous wording

•WD-40 Specialist sales increased $0.3 million, or 5%, primarily due to increased sales volume due to successful promotional programs and marketing activities in China.

Current wording

•WD-40 Specialist sales increased $0.4 million, or 6%, primarily due to increased sales volume due to successful promotional programs and marketing activities in China.

Previous wording

•Homecare and cleaning product sales increased $0.2 million or 6%. The increase was due to higher sales volume in Australia attributable to successful promotional activities and improved packaging. Our homecare and cleaning businesses in the Asia-Pacific segment are not held for sale.

Current wording

•Other maintenance and homecare and cleaning product sales remained relatively constant from period to period. Our homecare and cleaning businesses in the Asia-Pacific segment are not held for sale.

Previous wording

•Our gross profit and gross margin may not be comparable to those of other consumer product companies, since some of these companies include all costs related to distribution of their products in cost of products sold, whereas we exclude the portion associated with amounts paid to third parties for shipment to our customers from our distribution centers and contract manufacturers and include these costs in selling, general and administrative expenses. These costs totaled $4.3 million and $4.0 million, or 3.0% and 2.8% of net sales for the three months ended February 28, 2025 and February 29, 2024, respectively and $8.9 million and $8.0 million, or 3.0% and 2.9% of net sales for the six months ended February 28, 2025 and February 29, 2024, respectively.

Current wording

•Our gross profit and gross margin may not be comparable to those of other consumer product companies, since some of these companies include all costs related to distribution of their products in cost of products sold, whereas we exclude the portion associated with amounts paid to third parties for shipment to our customers from our distribution centers and contract manufacturers and include these costs in selling, general and administrative expenses. These costs totaled $4.6 million, or 2.9% of net sales for both the three months ended May 31, 2025 and 2024, respectively, and $13.5 million and $12.6 million, or 3.0% and 2.9% of net sales for the nine months ended May 31, 2025 and 2024, respectively.

Previous wording

Gross margin increased 220 bps primarily due to the following favorable impacts:

Current wording

Gross margin increased 310 bps primarily due to the following favorable impacts:

Previous wording

Gross margin increased 160 bps primarily due to the following favorable impacts, partially offset by unfavorable impacts:

Current wording

Gross margin increased 210 bps primarily due to the following favorable impacts:

Previous wording

Gross margin excluding assets held for sale would have been 0.5% higher during the six months ended February 28, 2025.

Current wording

Gross margin excluding assets held for sale would have been 0.6% higher during the nine months ended May 31, 2025.

Previous wording

The increase in SG&A expenses was primarily due to increases in employee-related costs of $3.6 million due to higher accrued incentive compensation, annual compensation increases, higher stock-based compensation expense and higher headcount. In addition, freight expense increased by $0.4 million primarily due to the combined impacts of higher sales and increased costs.

Current wording

The increase in SG&A expenses was primarily due to increases in employee-related costs of $5.8 million due to higher accrued incentive compensation, annual compensation increases, higher stock-based compensation expense and higher headcount. These higher employee-related costs include additional headcount to support various sales growth initiatives identified within our strategic framework, as well as headcount related to the enhancement of our information systems.

Previous wording

The increase in SG&A expenses was primarily due to increases in employee-related costs of $5.7 million due to higher accrued incentive compensation, annual compensation increases and higher headcount. Other professional services fees, such as those costs in support of our strategic initiatives in the Americas and EIMEA segments increased SG&A by $1.3 million. Freight expense increased $0.9 million primarily in the Americas and EIMEA segments, due to the combined impacts of higher sales and increased costs. In addition, SG&A increased due to a credit loss adjustment in the U.S. of $0.8 million, $0.5 million in sales commissions expense in Brazil given the shift to direct selling model, and travel and meeting expense of $0.5 million as a result of increased travel related to geographic expansion and other initiatives aligned with our strategic framework. Amortization costs associated with cloud computing implementation also increased SG&A by $0.5 million from period to period.

Current wording

The increase in SG&A expenses was primarily due to increases in employee-related costs of $11.5 million due to higher accrued incentive compensation, annual compensation increases, higher stock-based compensation expense and higher headcount. These higher employee-related costs include additional headcount to support various sales growth initiatives identified within our strategic framework and headcount related to the enhancement of our information systems. Professional services fees increased SG&A by $1.2 million primarily due to increases in the EIMEA segment in support of various strategic initiatives. Freight expense increased $0.9 million primarily in the Americas and EIMEA segments, due to higher sales volumes that resulted in higher outbound freight costs. Credit loss adjustments increased in the U.S. by $0.6 million and travel and meeting expenses increased $0.6 million as a result of additional travel related to geographic expansion and other initiatives aligned with our strategic framework. Amortization costs associated with cloud computing implementation also increased SG&A by $0.6 million from period to period.

Previous wording

February 29, 2024, respectively. The increase from period to period was partially due to a higher level of research and development activity associated with our sustainability initiatives. Our research and development team engages in consumer research, environmental and sustainability initiatives, product development, product improvements and testing activities. This team leverages its development capabilities by collaborating with a network of outside resources including our current and prospective third-party contract manufacturers. The level and types of expenses incurred within research and development can vary from period to period depending upon the types of activities being performed.

Current wording

We continued our research and development investment, the majority of which is associated with our maintenance products, including efforts focused on sustainability as well as our focus on innovation and renovation of our products. Research and development costs were $2.5 million and $2.2 million for the three months ended May 31, 2025 and 2024, respectively, and $6.3 million and $5.8 million for the nine months ended May 31, 2025 and 2024, respectively. The increase from period to period was partially due to a higher level of research and development activity associated with our sustainability initiatives. Our research and development team engages in consumer research, environmental and sustainability initiatives, product development, product improvements and testing activities. This team leverages its development capabilities by collaborating with a network of outside resources including our current and prospective third-party contract manufacturers. The level and types of expenses incurred within research and development can vary from period to period depending upon the types of activities being performed.

Previous wording

As a percentage of net sales, A&P expenses may fluctuate period to period based upon the type of marketing activities we employ and the period in which the costs are incurred. Total promotional costs recorded as a reduction to sales were $7.7 million and $7.6 million for the three months ended February 28, 2025 and February 29, 2024, respectively. Therefore, our total expenditure on A&P activities was $15.1 million and $14.3 million for the three months ended February 28, 2025 and February 29, 2024, respectively.

Current wording

As a percentage of net sales, A&P expenses may fluctuate period to period based upon the type of marketing activities we employ and the period in which the costs are incurred. Total promotional costs recorded as a reduction to sales were $8.6 million and $7.7 million for the three months ended May 31, 2025 and 2024, respectively. Therefore, our total expenditures on A&P activities were $17.7 million and $17.0 million for the three months ended May 31, 2025 and 2024, respectively.

Previous wording

The increase in A&P expenses was primarily due to a higher level of promotional programs and marketing support, particularly in EIMEA and the Americas segments.

Current wording

The increase in A&P expenses was primarily due to a higher level of promotional programs and marketing support, particularly in the Americas and EIMEA segments. Although A&P expenses increased from period to period, A&P expenses as a percentage of net sales remained relatively constant.

Previous wording

Total promotional costs recorded as a reduction to sales were $16.5 million and $15.4 million, for the six months ended February 28, 2025 and February 29, 2024, respectively. Therefore, our total expenditure on A&P activities was $32.3 million and $29.1 million for the six months ended February 28, 2025 and February 29, 2024, respectively.

Current wording

Total promotional costs recorded as a reduction to sales were $25.1 million and $23.1 million, for the nine months ended May 31, 2025 and 2024, respectively. Therefore, our total expenditure on A&P activities was $50.1 million and $46.1 million for the nine months ended May 31, 2025 and 2024, respectively.

Previous wording

Income from operations for the Americas remained constant for the three months ended February 28, 2025 compared to February 29, 2024. Gross margin for the Americas segment increased slightly from 49.4% to 50.1% and sales increased $2.0 million, which was offset by an increase in operating expenses. Operating expenses increased $1.4 million primarily due to higher employee-related costs as a result of increased headcount, annual compensation increases and increased stock-based compensation expense from period to period. Operating income as a percentage of net sales decreased from 20.8% to 20.2% period over period.

Current wording

Income from operations for the Americas increased to $20.5 million, up $2.1 million, or 11.0%, primarily due to a $3.1 million increase in sales and a higher gross margin, which was partially offset by higher operating expenses. Gross margin for the Americas segment increased from 50.6% to 54.2%, primarily due a lower level of discounts that we gave to our customers, as well as decreases in the costs of petroleum-based specialty chemicals, and the favorable impact of increases in average selling price. Operating expenses increased $2.3 million primarily due to higher employee-related costs as a result of increased headcount, annual compensation increases and increased stock-based compensation expense from period to period. Operating income as a percentage of net sales increased from 24.5% to 26.2% period over period.

Previous wording

Income from operations for the Americas decreased to $25.9 million, down $1.6 million, or 6%, due to higher operating expenses partially offset by increased sales of $7.4 million and higher gross margin. Gross margin for the Americas segment increased slightly from 50.0% to 50.3%. Operating expenses increased $5.5 million due to higher employee-related costs as a result of increased headcount, higher accrued incentive compensation and annual compensation increases as well as an increase in provision for credit losses from period to period. Operating income as a percentage of net sales decreased from 21.5% to 19.2% period over period.

Current wording

Income from operations for the Americas increased to $46.3 million, up $0.5 million, or 1%, primarily due to a increase in sales of $10.4 million and a higher gross margin partially offset by higher operating expenses. Gross margin for the Americas segment increased from 50.2% to 51.7%, primarily due to decreases in the costs of petroleum-based specialty chemicals, the favorable impact of increases in average selling price and a lower level of discounts that we gave to our customers. These favorable impacts were partially offset by higher warehousing, distribution and freight costs increases as well as increases to miscellaneous other input costs. Operating expenses increased $7.8 million primarily due to higher employee-related costs as a result of increased headcount, higher accrued incentive compensation and annual compensation increases. In addition, operating expenses increased due to a higher level of A&P expenses, higher outbound freight costs primarily due to increased sales and an increase in provision for credit losses from period to period. Operating income as a percentage of net sales decreased from 22.6% to 21.7% period over period.

Previous wording

Income from operations for the EIMEA segment increased to $15.3 million, up $3.2 million, or 26%, primarily due to a $5.3 million increase in sales and a higher gross margin, partially offset by higher operating expenses. Gross margin for the EIMEA segment increased from 53.7% to 58.1% primarily due to the favorable impact of decreases in the costs of aerosol cans, decreases in other miscellaneous input costs, and increases in average selling price from period to period. Operating expenses increased $2.3 million primarily due to higher employee-related costs as a result of higher accrued incentive compensation, annual compensation increases and increased headcount. In addition, operating expenses increased due to higher A&P expenses, as well as higher level of professional service costs and travel and meeting expenses in support of our strategic framework. Operating income as a percentage of net sales increased from 22.3% to 25.6% period over period.

Current wording

Income from operations for the EIMEA segment decreased to $12.0 million, down $1.7 million, or 12%, primarily due to due to higher operating expenses and decreased sales partially offset by higher gross margin. Operating expenses increased $1.9 million primarily due to higher employee-related costs as a result of higher accrued incentive compensation, annual compensation increases and increased headcount. In addition, operating expenses increased due to a higher level of professional service costs and travel and meeting expenses in support of our strategic framework. Gross margin for the EIMEA segment increased from 54.8% to 57.7% primarily due to the favorable impact of price increases as well as favorable changes in sales mix and market mix from period to period, and decreases to miscellaneous other input costs. Operating income as a percentage of net sales decreased from 23.1% to 21.2% period over period.

Previous wording

Income from operations for the EIMEA segment increased to $29.0 million, up $7.4 million, or 34%, primarily due to a $14.0 million increase in sales and a higher gross margin, which was partially offset by higher operating expenses. Gross margin for the EIMEA segment increased from 54.2% to 58.0% primarily due to the favorable impact of decreases in the costs of aerosol cans and changes in sales mix and market mix from period to period, partially offset by unfavorable changes from foreign currency exchange rates. Operating expenses increased $4.6 million primarily due to the factors as discussed above in the section for the three months ended February 28, 2025. Operating income as a percentage of net sales increased from 21.0% to 24.7% period over period.

Current wording

Income from operations for the EIMEA segment increased to $41.0 million, up $5.7 million, or 16%, primarily due to a $11.3 million increase in sales and a higher gross margin, which was partially offset by higher operating expenses. Gross margin for the EIMEA segment increased from 54.4% to 57.9% primarily due to the favorable impact of price increases as well as decreases to miscellaneous other input costs, and decreases in the costs of aerosol cans. Operating expenses increased $6.5 million primarily due to the factors as discussed above in the section for the three months ended May 31, 2025, as well as a higher level of A&P expenses from period to period. Operating income as a percentage of net sales increased from 21.7% to 23.6% period over period.

Previous wording

Asia-Pacific Operating Income – Six Months Ended – February 28, 2025 Compared to February 29, 2024

Current wording

Asia-Pacific Operating Income – Nine Months Ended – May 31, 2025 Compared to May 31, 2024

Previous wording

Unallocated Corporate expenses increased to $12.6 million, up $0.7 million, or 6%, as a result of higher stock-based compensation expense as well as higher accrued incentive compensation expense from period to period.

Current wording

Unallocated corporate expenses increased to $12.2 million, up $0.6 million, or 5%, as a result of higher accrued incentive compensation expense from period to period.

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Net sales in the Asia-Pacific segment increased from period to period, highlighted by the following:

Current report — wording carried from elsewhere

Net sales in the Asia-Pacific segment increased from period to period, highlighted by the following:
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

•WD-40 Specialist sales increased $1.8 million, or 12%, primarily due to new distribution and increased demand in the United States.

Previous report — wording carried elsewhere

•Homecare and cleaning product sales decreased $0.5 million, or 7%, primarily due to changes in distribution as well as reduced demand in the U.S. as discussed above in the section for the three months ended February 28, 2025.

Previous report — wording carried elsewhere

•WD-40 Multi-Use Product sales increased $4.8 million, or 12%, primarily due to higher sales volume across most regions. Sales in direct markets increased significantly in Italy, France, and the Benelux region, which were up $0.9 million, $0.8 million, and $0.6 million, respectively, from period to period. In addition, sales to our marketing distributors in various regions increased $2.0 million primarily due to increased distribution and higher levels of demand. Most regions in EIMEA have experienced continued increases in sales volumes after a temporary reduction in demand from price increases we implemented prior to fiscal year 2024. While most of this volume recovery was experienced in fiscal year 2024 after customers adjusted to those price increases, this volume recovery has continued into fiscal year 2025 and has resulted in higher sales levels from period to period.

Previous report — wording carried elsewhere

Net sales increased in the EIMEA segment from period to period, highlighted by the following:

Previous report — wording carried elsewhere

We continued our research and development investment, the majority of which is associated with our maintenance products, including efforts focused on sustainability as well as our focus on innovation and renovation of our products. Research and development costs were $2.0 million and $1.7 million for the three months ended February 28, 2025 and February 29, 2024, respectively, and $3.9 million and $3.6 million for the six months ended February 28, 2025 and

Previous report — wording carried elsewhere

The increase in A&P expenses was primarily due to a higher level of promotional programs and marketing support, particularly in the Americas and EIMEA segments.