WD 40 CO
For the period ended Feb 28, 2026. Filed Apr 9, 2026.
View on SEC.govAbout 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.
Feb 28, 2026 · Filed Apr 9, 2026
WDFC$221.58-2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-11-30; filed 2026-01-08.
0000105132-26-000008
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-02-28; filed 2026-04-09.
0000105132-26-000028
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 142 previous paragraphs and 189 current paragraphs.
98 unchanged; 34 reworded; 52 added; 10 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 18 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 (52)
Current report
•Consolidated net income decreased $11.0 million, or 23%, compared to the corresponding period of the prior fiscal year. During the second quarter of the prior fiscal year, we released an uncertain tax position that generated a favorable income tax adjustment of $11.9 million. Excluding this one-time benefit from the prior fiscal year, net income would have increased $0.9 million, or 3%.
Current report
Significant Developments
Current report
We are currently monitoring the geopolitical conflicts in the Middle East which could adversely impact our results. Volatility in the price of oil impacts the cost of petroleum-based specialty chemicals included in our maintenance products. Subsequent to the escalation of these conflicts that occurred in late February 2026, the cost of these petroleum-based specialty chemicals have increased and will impact our cost of products sold. There is a delay before changes in costs of raw materials impact cost of products sold due to production and inventory life cycles. We do not expect significant impacts to our cost of products sold until the fourth quarter of fiscal year 2026 based on current inventory levels and inventory life cycles. Management is currently considering mitigation strategies to reduce the negative impacts these recent geopolitical impacts will have on gross margin. It is not possible to reliably estimate the impact on our gross margin, nor the length or severity of the impact. While input costs other than petroleum-based specialty chemicals could increase in future periods, such increases have not significantly impacted the cost of our products to date.
Current report
In addition, these developments have caused supply chain disruptions within the EIMEA segment for our Middle East distribution network, impacting the sourcing of raw materials by certain of our third-party manufacturers as well as shipping routes to certain customers supplied within our Middle East distribution network. Our net sales to these regions were approximately 3% of consolidated net sales for fiscal year 2025 and approximately 2% of consolidated net sales for the first half of fiscal year 2026. While supply chain constraints may impact our ability to service these areas, we anticipate that demand for our product will not be negatively impacted. We are actively managing these supply chain constraints and transportation disruptions through various temporary measures, such as utilizing different shipping routes within the region as well as working with our third-party manufacturers to ensure flexibility within our supply chain during these conflicts.
Current report
The severity and duration of these conditions and their effects on our supply chain and our cost of products sold remain uncertain and it is not possible to estimate the extent to which these conditions will impact our financial results and operations in future periods.
Current report
For further information, 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, 2025, which was filed with the SEC on October 27, 2025.
Current report
(2)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, on a non-GAAP basis, prior quarter and prior year net income was $17.9 million and $36.8 million for the three and six months ended February 28, 2025, respectively.
Current report
(3)Excluding the one-time tax benefit discussed above, on a non-GAAP basis, prior quarter and prior year adjusted diluted EPS was $1.32 and $2.71 for the three and six months ended February 28, 2025, respectively.
Current report
(1)Prior fiscal year net sales include sales related to our EIMEA HCCP business, which was sold at the end of fiscal year 2025 and is no longer included in current year results. The divestiture resulted in approximately $1.5 million and $3.1 million reduction in net sales for the three and six months ended February 28, 2026, respectively.
Current report
•WD-40 Multi-Use Product sales increased $5.0 million, or 10%, due to the increase in the U.S. of $5.0 million. U.S. sales increased primarily due to higher sales volume from certain mass retailers and online retailers due to higher level of promotional activities and expanded distribution, as well as marginal price increases implemented in the first quarter of fiscal year 2026. Net sales in Latin America remained relatively constant but were primarily impacted by favorable changes in foreign currency exchange rates. On a constant currency basis, sales in Latin America would have decreased by approximately 5% period over period. Latin America distributor markets increased due to expanded distribution period over period. Sales in Mexico experienced decreased sales volume due to lower demand as a result of weak economic conditions and temporary delays in the supply chain. Sales volumes in Brazil decreased primarily due to lower demand as customers adjust to increases in average selling price.
Current report
•WD-40 Specialist sales increased $1.3 million, or 17%, primarily due to increased sales volumes in the U.S. driven by enhanced product placement and broader distribution at certain large retail customers. Net sales in the U.S. also increased due to continued increases in online retail sales in the fiscal year 2026.
Current report
•Other maintenance and homecare and cleaning product sales combined remained relatively constant from period to period.
Current report
Americas Sales – Six Months Ended – February 28, 2026 Compared to February 28, 2025
Current report
•WD-40 Multi-Use Product sales increased $6.7 million, or 6%, primarily due to increases in the U.S. and Latin America of $5.3 million and $1.5 million, respectively. U.S. sales increased primarily due to increased online and large retail sales as well as higher sales volume due to higher level of promotional activities as discussed above in the section for the three months ended February 28, 2026. Latin America sales increased primarily due to a $1.3 million increase in Mexico due to favorable period over period changes in foreign currency exchange rates, as well as slight increases due to expanded distribution and successful promotional activities.
Current report
•Other maintenance product sales increased $0.7 million, or 9%, primarily due to increases in sales volume in the U.S. period over period.
Current report
•Homecare and cleaning product sales decreased $1.1 million, or 16%. Our HCCP products are considered harvest brands, which continue to provide positive returns but have become a smaller part of the business as we continue to emphasize focus on sales growth of maintenance products. We have continued to sell HCCP brand products but with a reduced level of marketing investment over time.
Current report
Net sales increased in the EIMEA segment from period to period, primarily due to the following:
Current report
•WD-40 Multi-Use Product sales increased $6.0 million, or 13%, due to favorable changes in foreign currency exchange rates. On a constant currency basis, sales would have remained relatively constant period over period. Our direct markets sales, particularly France and Iberia increased sales $2.1 million and $0.9 million, respectively, as successful promotional activities contributed to increased sales, specifically those sales in the hardware sector. These increases in sales were entirely offset by decreased volumes in our distributor markets, in particular Saudi Arabia and the UAE region due to timing of customer orders as a result of strategic distribution changes we have made in the first half of fiscal year 2026. For additional information regarding geopolitical events and their potential effect on our business in the Middle East, refer to “Significant Developments” above.
Current report
•WD-40 Specialist sales increased $1.2 million, or 14%, almost entirely due to favorable changes in foreign currency exchange rates. On a constant currency basis, sales would have remained relatively constant period over period. Net sales increased most significantly in France and Iberia as both regions sales benefited from strong marketing activities and new product launches within the quarter. These increased sales were offset by decreased sales in our DACH region due to timing of customer orders.
Current report
EIMEA Sales – Six Months Ended – February 28, 2026 Compared to February 28, 2025
Current report
•WD-40 Multi-Use Product sales increased $6.0 million or 7%. Net sales were positively impacted by favorable changes in foreign currency exchange rates. On a constant currency basis, sales would have decreased by approximately 3% period over period. Sales decreased most significantly in our distributor markets including Saudi Arabia and regions within the UAE due to the strategic distribution changes as discussed above in the section for the three months ended February 28, 2026. These decreases were partially offset by higher sales in our direct markets particularly in France and Iberia due to the reasons discussed above in the section for the three months ended February 28, 2026.
Current report
Net sales in the Asia-Pacific segment increased from period to period, highlighted by the following:
Current report
•WD-40 Multi-Use Product sales increased $2.7 million, or 17%, primarily due to increases in Asia distributor markets and China of $1.3 million and $1.1 million, respectively. Sales in Asia distributor markets increased due to successful promotional programs, particularly in Malaysia and the Philippines. Sales in China increased due to increased sales volume from successful promotional programs and marketing activities as well as increased distribution, specifically through our online retailers and industrial channels.
Current report
•WD-40 Specialist sales increased $1.3 million, or 55%, primarily due to increased sales in China of $0.7 million as well as increased sales in Australia and Asia distributor markets which each increased $0.3 million. Sales in China increased due to increased sales volume from successful promotional programs and marketing activities as well as increased distribution, specifically through our online retailers and industrial channels.
Current report
•Other maintenance and homecare and cleaning product sales remained relatively constant from period to period.
Current report
Asia-Pacific Sales – Six Months Ended – February 28, 2026 Compared to February 28, 2025
Current report
Net sales in the Asia-Pacific segment increased from period to period, highlighted by the following:
Current report
•WD-40 Multi-Use Product sales remained relatively constant from period to period. Net sales in China and Australia increased $1.8 million and $0.4 million, respectively, which were mostly offset by a decrease in Asia distributor markets of $2.0 million. Net sales increased in China due to higher sales volume as a result of successful promotional programs and marketing activities, as well as increased distribution. 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 2025 and reduced the volume of orders at the beginning of the fiscal year 2026 to adjust to more normal levels of inventory.
Current report
•WD-40 Specialist sales increased $1.4 million, or 25%, primarily due to an $0.8 million increase in China, as well as increases of $0.4 million and $0.3 million in our Asia distributor markets and Australia, respectively. Sales in China increased due to increased sales volume from successful promotional programs and marketing activities as well as increased distribution.
Current report
•Other maintenance and homecare and cleaning product sales remained relatively constant from period to period.
Current report
Gross Margin – Six Months Ended – February 28, 2026 Compared to February 28, 2025
Current report
Gross margin increased 120 bps primarily due to the following impacts:
Current report
Gross margin excluding products from held for sale businesses would have been 56.4% and 55.2% for the six months ended February 28, 2026 and 2025, respectively.
Current report
The increase in SG&A expenses was primarily due to increases in employee-related costs of $2.3 million due to higher headcount, annual compensation increases, accrued incentive compensation, and higher stock-based compensation expense. 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. Software licenses and fees increased expenses $0.4 million primarily due to increased users and costs related to cloud computing solutions across all regions. Unfavorable changes in foreign currency exchange rates increased SG&A expenses by $2.5 million. On a constant currency basis, SG&A expenses would have increased by 7% period to period.
Current report
SG&A Expenses – Six Months Ended – February 28, 2026 Compared to February 28, 2025
Current report
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 $8.7 million and $7.7 million for the three months ended February 28, 2026 and 2025, respectively. Therefore, our total expenditures on A&P activities were $17.5 million and $15.1 million for the three months ended February 28, 2026 and 2025, respectively.
Current report
A&P Expenses – Six Months Ended – February 28, 2026 Compared to February 28, 2025
Current report
The increase in A&P expenses was primarily due to a higher level of promotional programs and marketing support, particularly in the EIMEA segment. Unfavorable changes in foreign currency exchange rates increased A&P expenses by $0.7 million. On a constant currency basis, A&P expenses would have increased by 3% period to period.
Current report
Income from operations for the Americas segment increased to $15.0 million, up $1.8 million, or 14.0%, primarily due to a $6.3 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 50.1% to 53.1%, primarily due to the favorable impact of increases in average selling prices, as well as decreases in the costs of petroleum-based specialty chemicals. Operating expenses increased $3.5 million primarily due to employee-related costs as a result of increased headcount, higher accrued incentive compensation and annual compensation increases, as well as a higher level of advertising and promotion expense. Operating income as a percentage of net sales increased from 20.2% to 20.9% period over period.
Current report
Americas Operating Income – Six Months Ended – February 28, 2026 Compared to February 28, 2025
Showing the first 40 of 52 passages. Open the source sections for the rest.
Removed paragraphs (10)
Previous report
•Consolidated net income decreased $1.5 million, or 8%, compared to the corresponding period of the prior fiscal year.
Previous report
(1)EIMEA’s change to prior year was impacted by the sale of our HCCP business in EIMEA in late fiscal year 2025. Net Sales would have increased $2.8 million and 5% excluding the impact of HCCP product sales from the prior fiscal year of $1.6 million.
Previous report
•WD-40 Multi-Use Product sales increased $1.7 million, or 3%, primarily due to increases in Latin America and U.S. by $1.4 million and $0.3 million, respectively. Latin America sales increased primarily due to a $1.2 million increase in Mexico, which was due to increased sales volume as a result of expanded distribution and successful promotional activities, as well as timing of customer orders. Mexico sales also benefited from favorable period to period changes in foreign currency exchange rates. The increase of Multi-Use Product sales in the U.S. was primarily due to a marginal price increase implemented in the first quarter of fiscal year 2026, partially offset by lower volumes due to the timing of customer orders.
Previous report
•Homecare and cleaning product sales decreased $0.7 million, or 18%, primarily due to distribution changes and lower U.S. demand caused by reduced advertising and promotional activities, as we focus on increasing sales of maintenance products under our four-by-four strategic framework.
Previous report
•WD-40 Multi-Use Product sales remained relatively constant period over period. Net sales were positively impacted by favorable changes in foreign currency exchange rates. Therefore, on a constant currency basis, sales would have decreased by approximately 5% period over period. Sales decreased $2.1 million in our distributor markets, most significantly in Saudi Arabia and the UAE region which decreased $1.2 million and $0.9 million, respectively, due to a decrease in sales volumes from timing of customer orders. This decrease in overall distributor markets was partially offset by stronger sales in India which increased $1.4 million due to increased distribution. Sales to our direct markets continued their strong growth carried over from the prior fiscal year, particularly those in Iberia, the DACH region and France, which increased $0.9 million, $0.6 million and $0.5 million, respectively.
Previous report
•Net sales were favorably impacted by $3.2 million across our various brands as a result of favorable changes in foreign currency exchange rates. On a constant currency basis, sales in EIMEA would have decreased 3%.
Previous report
•WD-40 Multi-Use Product sales decreased $2.5 million, or 12%, primarily due to a decrease in Asia distributor markets of $3.3 million partially offset by an increase in China of $0.8 million. Asia distributor markets decreased as a result of lower volumes, primarily due to timing of customer orders from quarter to quarter as distributors that heavily participated in our promotional activities in the fourth quarter of fiscal year 2025 have been adjusting to more normal levels of inventory for our products in the first quarter of fiscal year 2026. These decreases were partially offset by increases in China due to increased sales volume from successful promotional programs and marketing activities as well as new distribution within the first quarter of fiscal year 2026.
Previous report
Income from operations for the Asia-Pacific segment decreased to $8.0 million, down $2.2 million, or 22%, due to higher operating expenses, lower sales and lower gross margin. Gross margin for the Asia-Pacific segment decreased from 59.6% to 58.9% primarily due to the unfavorable impacts from higher discounts as well as changes in product and sales mix. Operating expenses increased $0.5 million primarily due to higher travel and meeting expenses. Operating income as a percentage of net sales decreased from 38.3% to 33.4% period over period.
Previous report
Provision for Income Taxes
Previous report
Net income decreased 8% to $17.5 million, or $1.28 per common share on a fully diluted basis, for the three months ended November 30, 2025 compared to $18.9 million, or $1.39 per common share on a fully diluted basis, for the corresponding period of the prior fiscal year. Changes in foreign currency exchange rates from period to period had a favorable impact of $0.5 million on consolidated net income for three months ended November 30, 2025. Thus, on a constant currency basis, net income would have decreased $2.0 million, or 11%, from period to period.
Reworded paragraphs (34)
Previous wording
These forward-looking statements include, but are not limited to, discussions about future financial and operating results, including: expected benefits from any divestiture transaction; disruption to the parties’ business as a result of the announcement or completion of any divestiture transaction; the Company's ability to successfully complete any planned divestiture; expected timing for the closing of any divestitures; expected proceeds from any divestiture; the intended use of proceeds by the Company from any divestiture transaction; impact of any divestiture transaction on the Company's stock price or EPS; growth expectations for maintenance products; expected levels of promotional and advertising spending; anticipated input costs for manufacturing and the costs associated with distribution of our products; plans for and success of product innovation, the impact of new product introductions on the growth of sales; anticipated results from product line extension sales; expected tax rates and the impact of tax legislation and regulatory action; changes in the political conditions or relations between the United States and other nations; changes in trade policies and tariffs and the impact therefrom; the impacts from inflationary trends; the impacts from supply chain constraints and supply chain disruptions; changes in interest rates; and forecasted foreign currency exchange rates and commodity prices. We undertake no obligation to revise or update any forward-looking statements. These forward-looking statements are generally identified with words such as “believe,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “aim,” “anticipate,” “target,” “estimate” and similar expressions. We undertake no obligation to revise or update any forward-looking statements.
Current wording
These forward-looking statements include, but are not limited to, discussions about future financial and operating results, including: expected benefits from any divestiture transaction; disruption to the parties’ business as a result of the announcement or completion of any divestiture transaction; the Company's ability to successfully complete any planned divestiture; expected timing for the closing of any divestitures; expected proceeds from any divestiture; the intended use of proceeds by the Company from any divestiture transaction; impact of any divestiture transaction on the Company's stock price or EPS; growth expectations for maintenance products; expected levels of promotional and advertising spending; anticipated input costs for manufacturing and the costs associated with distribution of our products; plans for and success of product innovation, the impact of new product introductions on the growth of sales; anticipated results from product line extension sales; expected tax rates and the impact of tax legislation and regulatory action; changes in the geopolitics and political conditions or relations between the United States and other nations; changes in trade policies and tariffs and the impact therefrom; the impacts from inflationary trends; the impacts from supply chain constraints and supply chain disruptions; changes in interest rates; and forecasted foreign currency exchange rates and commodity prices and specialty chemicals. We undertake no obligation to revise or update any forward-looking statements.
Previous wording
WD-40 Company 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. We own a wide range of well-known 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®.
Current wording
WD-40 Company 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. We own a wide range of well-known brands that include maintenance products and homecare and cleaning products: WD-40®
Previous wording
Our 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. We sell our products 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 stores, sport retailers, and independent bike dealers. During the prior fiscal year 2025, certain assets of our homecare and cleaning product businesses in the Americas segment were reclassified to held for sale and they continue to be classified as held for sale as of November 30, 2025. The Company sold its homecare and cleaning product brands in the EIMEA segment during the fourth quarter of fiscal year 2025. These brands are included in fiscal year 2025 financial results but will not be included in fiscal year 2026 financial results.
Current wording
Our 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. We sell our products 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 stores, sport retailers, and independent bike dealers. During the prior fiscal year 2025, certain assets of our homecare and cleaning product businesses in the Americas segment were reclassified to held for sale and they continue to be classified as held for sale as of February 28, 2026. The Company sold its homecare and cleaning product brands in the EIMEA segment during the fourth quarter of fiscal year 2025. These brands are included in fiscal year 2025 financial results but are not included in fiscal year 2026 financial results.
Previous wording
The following summarizes the financial and operational highlights for our business during the three months ended November 30, 2025:
Current wording
The following summarizes the financial and operational highlights for our business during the six months ended February 28, 2026:
Previous wording
•Consolidated net sales increased $0.9 million or 1%, to $154.4 million compared to the corresponding period of the prior fiscal year. Decreases in sales volume unfavorably impacted net sales by approximately $4.2 million from period to period, of which $1.6 million was related to the sale of our homecare and cleaning business at the end of fiscal year 2025. Increases in the average selling price of our products positively impacted net sales by approximately $1.7 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. In addition, changes in foreign currency exchange rates from period to period had a favorable impact of $3.4 million on consolidated net sales for the first three months of fiscal year 2026. On a constant currency basis, net sales would have decreased by $2.4 million, or 2%, from period to period. This favorable impact from changes in foreign currency exchange rates mainly came from our EIMEA segment, which accounted for 38% of our consolidated sales for the three months ended November 30, 2025.
Current wording
•Consolidated net sales increased $16.5 million or 6%, to $316.1 million compared to the corresponding period of the prior fiscal year. Changes in foreign currency exchange rates from period to period had a favorable impact of $12.7 million on consolidated net sales for the first six months of fiscal year 2026. On a constant currency basis, net sales would have increased by $3.8 million, or 1%, from period to period. This favorable impact from changes in foreign currency exchange rates mainly came from our EIMEA segment, which accounted for 39% of our consolidated sales for the six months ended February 28, 2026. Increases in the average selling price of our products positively impacted net sales by approximately $4.5 million from period to period. Decreases in sales volume unfavorably impacted net sales by approximately $0.7 million from period to period, however, approximately $3.1 million of the decrease in sales volume for the six months ended February 28, 2026 was driven by the sale of our HCCP business in EIMEA during fiscal year 2025. Therefore, sales volume would have increased $2.4 million for the first six months of fiscal year 2026 on a comparable basis to prior year. 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.
Previous wording
•Gross profit as a percentage of net sales increased to 56.2% from 54.8% in the corresponding period of the prior fiscal year.
Current wording
•Gross profit as a percentage of net sales increased to 55.9% from 54.7% in the corresponding period of the prior fiscal year.
Previous wording
•Diluted earnings per common share were $1.28 versus $1.39 in the prior fiscal year period.
Current wording
•Diluted earnings per common share were $2.78 versus $3.58 in the prior fiscal year period. As noted above, during the second quarter of the prior fiscal year, we released an uncertain tax position that generated a favorable income tax adjustment. Excluding this one-time benefit, on a Non-GAAP basis, prior year adjusted diluted EPS was $2.71.
Previous wording
•During the three months ended November 30, 2025, we returned approximately $20.6 million to our stockholders through share repurchases and dividends.
Current wording
•During the six months ended February 28, 2026, we returned approximately $42.4 million to our stockholders through share repurchases and dividends.
Previous wording
Three Months Ended November 30, 2025 Compared to Three Months Ended November 30, 2024
Current wording
Three and Six Months Ended February 28, 2026 Compared to Three and Six Months Ended February 28, 2025
Previous wording
(1)Homecare and cleaning products (“HCCP”). Approximately $1.6 million of the decrease in net sales of HCCP was driven by the sale of our HCCP business in EIMEA which occurred at the end of fiscal year 2025.
Current wording
(1)Homecare and cleaning products (“HCCP”). Approximately $1.5 million and $3.1 million of the decrease in net sales of HCCP for the three and six months ended February 28, 2026, respectively, was driven by the sale of our HCCP business in EIMEA during fiscal year 2025.
Previous wording
•For the three months ended November 30, 2025, 72% of sales came from the U.S., and 28% of sales came from Canada and Latin America combined compared to the three months ended November 30, 2024 when 73% of sales came from the U.S., and 27% of sales came from Canada and Latin America.
Current wording
•For the three months ended February 28, 2026, 72% of sales came from the U.S., and 28% of sales came from Canada and Latin America combined compared to the three months ended February 28, 2025 when 70% of sales came from the U.S., and 30% of sales came from Canada and Latin America.
Previous wording
•WD-40 Specialist sales increased $1.2 million, or 14%, primarily due to increased online retail sales, new distribution and increased demand in the U.S.
Current wording
•WD-40 Specialist sales increased $2.5 million, or 16%, primarily due to increased online retail sales, new distribution and increased demand in the U.S as discussed above in the section for the three months ended February 28, 2026.
Previous wording
(2) The Company sold its homecare and cleaning product brands in the EIMEA segment during the fourth quarter of fiscal year 2025. These brands are included in fiscal year 2025 financial results but will not be included in fiscal year 2026 financial results.
Current wording
(2) The Company sold its homecare and cleaning product brands in the EIMEA segment during the fourth quarter of fiscal year 2025. These brands are included in fiscal year 2025 financial results but are not be included in fiscal year 2026 financial results.
Previous wording
•Other maintenance product sales remained relatively constant period over period.
Current wording
•Other maintenance product sales remained relatively constant from period to period.
Previous wording
•WD-40 Specialist product sales increased $2.1 million, or 27%, primarily due to increases in sales in France and Iberia of $0.8 million and $0.4 million, respectively. Sales growth in France and Iberia benefited from strong sales volume growth due to increased promotional activities as well as new product launches in the first quarter of fiscal year 2026.
Current wording
•WD-40 Specialist product sales increased $3.3 million, or 20%. Net sales were positively impacted by favorable changes in foreign currency exchange rates. On a constant currency basis, sales would have increased by approximately 10% period over period. Net sales increased most significantly in France and Iberia direct markets which increased $1.7 million and $0.7 million, respectively. Sales growth in France and Iberia benefited from strong sales volume growth due to increased promotional activities as well as recent product launches.
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 $4.7 million and $4.6 million for the three months ended November 30, 2025 and 2024.
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 $4.3 million for each of the three months ended February 28, 2026 and 2025, respectively, $8.9 million for each of the six months ended February 28, 2026 and 2025, respectively.
Previous wording
Gross margin increased 140 bps primarily due to the following favorable impacts:
Current wording
Gross margin increased 100 bps primarily due to the following impacts:
Previous wording
During the prior fiscal year 2025, certain assets of our homecare and cleaning product businesses in the Americas segment were reclassified to held for sale and they continue to be classified as held for sale as of November 30, 2025. Gross margin excluding these products would have been 0.5% higher during the three months ended November 30, 2025.
Current wording
During the prior fiscal year, certain assets of our homecare and cleaning product businesses in the Americas segment were reclassified to held for sale and they continue to be classified as held for sale as of February 28, 2026. Gross margin excluding these products would have been 56.0% and 55.1% for the three months ended February 28, 2026 and 2025, respectively.
Previous wording
The increase in SG&A expenses was primarily due to increases in employee-related costs of $2.8 million due to annual compensation increases and higher headcount. These higher employee-related costs are to support various sales growth initiatives identified within our strategic framework and the enhancement of our information systems. SG&A also increased by $1.0 million due to higher travel and meeting expense across all three segments primarily in support of growth related initiatives. In addition, changes in foreign currency exchange rates increased SG&A expenses by $1.0 million, primarily in our EIMEA segment.
Current wording
The increase in SG&A expenses was primarily due to increases in employee-related costs of $5.1 million due to higher headcount, annual compensation increases, accrued incentive compensation, and higher stock-based compensation expense. These higher employee-related costs are to support various sales growth initiatives identified within our strategic framework and the enhancement of our information systems. SG&A also increased by $1.2 million due to higher travel and meeting expense across all three segments primarily in support of growth related initiatives. Software licenses and fees increased expenses $0.7 million primarily due to increased users and costs related to cloud computing solutions across all regions. Unfavorable changes in foreign currency exchange rates increased SG&A expenses by $3.6 million. On a constant currency basis, SG&A expenses would have increased by 7% period to period.
Previous 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 $1.9 million for both the three months ended November 30, 2025 and 2024. 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 $2.0 million for both the three months ended February 28, 2026 and 2025, respectively, and $4.0 million and $3.9 million for the six months ended February 28, 2026 and 2025, respectively. 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
The decrease in A&P expenses was primarily due to a slightly lower level of promotional programs and marketing support, particularly in the Americas segment.
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. Unfavorable changes in foreign currency exchange rates increased A&P expenses by $0.5 million. On a constant currency basis, A&P expenses would have increased by 12% period to period.
Previous wording
Total promotional costs recorded as a reduction to sales were $9.0 million and $8.8 million for the three months ended November 30, 2025 and 2024, respectively. Therefore, our total expenditures on A&P activities were $17.2 million for both the three months ended November 30, 2025 and 2024.
Current wording
Total promotional costs recorded as a reduction to sales were $17.7 million and $16.5 million for the six months ended February 28, 2026 and 2025, respectively. Therefore, our total expenditures on A&P activities were $34.7 million and $32.3 million for the six months ended February 28, 2026 and 2025, respectively.
Previous wording
Income from operations for the Americas increased to $15.0 million, up $2.4 million, or 19%, primarily due to an increase in sales of $2.4 million and a higher gross margin partially offset by higher operating expenses. Gross margin for the Americas segment increased from 50.4% to 53.3%, primarily due to the favorable impact of increases in average selling prices and decreases in the costs of petroleum-based specialty chemicals and aerosol cans. Operating expenses increased $0.9 million primarily due to higher employee-related costs as a result of increased headcount and annual compensation increases, partially offset by a decrease in A&P expense. In addition, operating expenses increased due to a higher level of travel and meeting expenses. Operating income as a percentage of net sales increased from 18.2% to 20.9% period over period.
Current wording
Income from operations for the Americas segment increased to $30.1 million, up $4.2 million, or 16%, primarily due to an increase in sales of $8.7 million and a higher gross margin, which was partially offset by higher operating expenses. Gross margin for the Americas segment increased from 50.3% to 53.2%, primarily due to the favorable impact of increases in average selling prices and lower level of discounts that we gave to our customers, as well as decreases in the costs of petroleum-based specialty chemicals. Operating expenses increased $4.4 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 professional service costs and travel and meeting expenses. Operating income as a percentage of net sales increased from 19.2% to 20.9% period over period.
Previous wording
Income from operations for the EIMEA segment decreased to $12.5 million, down $1.2 million, or 9%, primarily due to higher operating expenses, partially offset by a $1.2 million increase in sales and a higher gross margin. Gross margin for the EIMEA segment increased from 57.8% to 58.7% primarily due to the favorable impact of foreign exchange rates pertaining to input costs from period to period as well as decreases in the costs of petroleum-based specialty chemicals, partially offset by higher third party manufacturing fees. Operating expenses increased $2.4 million primarily due to higher employee-related costs as a result of increased headcount and annual compensation increases as well as a higher level of A&P expenses from period to period. Operating income as a percentage of net sales decreased from 23.8% to 21.3% period over period.
Current wording
Income from operations for the EIMEA segment decreased to $28.1 million, down $0.8 million, or 3%, primarily due to higher operating expenses, partially offset by a $6.5 million increase in sales. Gross margin for the EIMEA segment remained constant at 58.0% for the six months ended February 28, 2026 and 2025. Operating expenses increased $4.6 million primarily due to higher employee-related costs as a result of increased headcount and annual compensation increases, as well as a higher level of A&P expenses and freight. Operating income as a percentage of net sales decreased from 24.7% to 22.8% period over period.
Previous wording
Net sales in the Asia-Pacific segment decreased from period to period, highlighted by the following:
Current wording
Income from operations for the Asia-Pacific segment decreased to $16.7 million, down $0.9 million, or 5%, due to higher operating expenses and slightly lower gross margin, partially offset by an increase in sales. Gross margin for the Asia-Pacific segment decreased from 59.0% to 58.8%, primarily due to favorable changes in sales mix and market mix from period to period. Operating expenses increased $1.5 million primarily due to higher employee-related costs as a result of increased headcount and annual compensation increases, as well as a higher level of travel and meeting expenses. Operating income as a percentage of net sales decreased from 36.8% to 34.1% period over period.
Previous wording
Unallocated corporate expenses increased to $12.2 million, up $0.8 million, or 7%, primarily due to higher employee-related costs as a result of increased headcount and annual compensation increases, as well as higher accrued incentive compensation costs.
Current wording
Unallocated corporate expenses increased to $25.3 million, up $1.4 million, or 6%, primarily due to higher employee-related costs as a result of increased headcount and annual compensation increases, as well as higher stocked-based compensation expense.
Previous wording
The provision for income taxes was 22.8% and 22.0% of income before income taxes for the three months ended November 30, 2025 and 2024, respectively. Descriptions of impacts on our effective income tax rate are incorporated by reference to Part I—Item 1, “Notes to Condensed Consolidated Financial Statements” Note 13 — Income Taxes included in this report.
Current wording
The provision (benefit) for income taxes was 21.4% and (33.0)% of income before income taxes for the three months ended February 28, 2026 and 2025, respectively, and 22.0% and (4.5)% of income before income taxes for the six months ended February 28, 2026 and 2025, respectively. Descriptions of impacts on our effective income tax rate are incorporated by reference to Part I—Item 1, “Notes to Condensed Consolidated Financial Statements” Note 13 — Income Taxes included in this report.
Previous wording
We have historically held a balance of outstanding draws on our line of credit in either U.S. Dollars in the Americas segment, or in Euros and Pounds Sterling in the EIMEA segment. Euro and Pound Sterling denominated draws fluctuate in U.S. Dollars from period to period due to changes in foreign currency exchange rates. We regularly convert many of our draws on our line of credit to new draws with new maturity dates and interest rates. We have the ability to refinance any draws under the line of credit with successive short-term borrowings through the April 30, 2029 maturity date of the Credit Agreement. Outstanding draws for which we have both the ability and intent to refinance with successive short-term borrowings for a period of at least twelve months are classified as long-term. As of November 30, 2025, $20.9 million of this facility was classified as long-term and was entirely denominated in Euros. $4.5 million was classified as short-term and was entirely denominated in U.S. Dollars. In the United States, we held $65.6 million in fixed rate long-term borrowings as of November 30, 2025, consisting of senior notes under our Note Agreement. We paid $0.4 million in principal payments on our Series A Notes during the first three months of fiscal year 2026. There were no other letters of credit outstanding or restrictions on the amount available on our line of credit or notes. Per the terms of both the Note Agreement and the Credit Agreement, our consolidated leverage ratio cannot be greater than three and a half to one and our consolidated interest coverage ratio cannot be less than three to one. See Note 8 — Debt incorporated by reference to Part I—Item 1, “Notes to Condensed Consolidated Financial Statements” for additional information on these agreements for additional information on these financial covenants. At November 30, 2025, we were in compliance with all material debt covenants. We continue to monitor our compliance with all debt covenants and, at the present time, we believe that the likelihood of being unable to satisfy all material covenants is remote. At November 30, 2025, we had a total of $48.6 million in cash and cash equivalents. We do not foresee any ongoing issues with repaying our borrowings and we closely monitor the use of this credit facility.
Current wording
We have historically held a balance of outstanding draws on our line of credit in either U.S. Dollars in the Americas segment, or in Euros and Pounds Sterling in the EIMEA segment. Euro and Pound Sterling denominated draws fluctuate in U.S. Dollars from period to period due to changes in foreign currency exchange rates. We regularly convert many of our draws on our line of credit to new draws with new maturity dates and interest rates. We have the ability to refinance any draws under the line of credit with successive short-term borrowings through the April 30, 2029 maturity date of the Credit Agreement. Outstanding draws for which we have both the ability and intent to refinance with successive short-term borrowings for a period of at least twelve months are classified as long-term. As of February 28, 2026, $21.2 million of this facility was classified as long-term and was entirely denominated in Euros. $14.4 million was classified as short-term and was entirely denominated in U.S. Dollars. In the United States, we held $65.6 million in fixed rate long-term borrowings as of February 28, 2026, consisting of senior notes under our Note Agreement. We paid $0.4 million in principal payments on our Series A Notes during the first half of fiscal year 2026. There were no other letters of credit outstanding or restrictions on the amount available on our line of credit or notes. Per the terms of both the Note Agreement and the Credit Agreement, our consolidated leverage ratio cannot be greater than three and a half to one and our consolidated interest coverage ratio cannot be less than three to one. See Note 8 — Debt incorporated by reference to Part I—Item 1, “Notes to Condensed Consolidated Financial Statements” for additional information on these agreements for additional information on these financial covenants. At February 28, 2026, we were in compliance with all material debt covenants. We continue to monitor our compliance with all debt covenants and, at the present time, we believe that the likelihood of being unable to satisfy all material covenants is remote. At February 28, 2026, we had a total of $50.3 million in cash and cash equivalents. We do not foresee any ongoing issues with repaying our borrowings and we closely monitor the use of this credit facility.
Previous wording
On June 16, 2025, the Board approved the extension of the expiration date to August 31, 2026 for the 2023 Repurchase Plan, which became effective on September 1, 2023 and was set to expire August 31, 2025. We are authorized to acquire up to $50.0 million of our outstanding shares through this expiration date of August 31, 2026, of which $21.8 million remains available for the repurchase of shares of common stock as of November 30, 2025.
Current wording
On June 16, 2025, the Board approved the extension of the expiration date to August 31, 2026 for the 2023 Repurchase Plan, which became effective on September 1, 2023 and was set to expire August 31, 2025. We are authorized to acquire up to $50.0 million of our outstanding shares through this expiration date of August 31, 2026, of which $13.8 million remains available for the repurchase of shares of common stock as of February 28, 2026.
Previous wording
Net cash provided by operating activities decreased $4.9 million to $10.0 million for the three months ended November 30, 2025. Cash flows from operating activities depend heavily on operating performance and changes in working capital. Our primary source of operating cash flows for the three months ended November 30, 2025 was net income of $17.5 million, which decreased approximately $1.5 million from period to period.
Current wording
Net cash provided by operating activities increased $1.4 million to $24.3 million for the six months ended February 28, 2026. Cash flows from operating activities depend heavily on operating performance and changes in working capital. Our primary source of operating cash flows for the six months ended February 28, 2026 was net income of $37.8 million, which decreased approximately $11.0 million from period to period primarily due to the release of the uncertain tax position in the second quarter of the prior fiscal year as discussed in Note 13 to the condensed consolidated financial statements. Excluding this one-time benefit, net income would have increased $0.9 million.
Previous wording
Changes in our working capital, which decreased net cash provided by operating activities, were primarily attributable to unfavorable changes in accounts payable and accrued liabilities, partially offset by favorable changes in trade and other accounts receivable balances, as well as favorable changes in long-term liabilities and income taxes payable. Changes in working capital balances depend heavily on the impact of timing of payments made to vendors and tax authorities as well as collections from customers.
Current wording
Changes in our working capital remained relatively constant from period to period. Changes in working capital balances depend heavily on the impact of timing of payments made to vendors and tax authorities as well as collections from customers.
Previous wording
Net cash used in investing activities remained relatively constant from period to period.
Current wording
Net cash used in investing activities increased $0.5 million to $2.3 million for the six months ended February 28, 2026, primarily due to a higher level of manufacturing-related capital expenditures within the U.S. and the U.K. from period to period.
Previous wording
Net cash used in financing activities increased $14.6 million to $18.7 million for the three months ended November 30, 2025 primarily due to net proceeds of $4.5 million on our revolving credit facility during the first three months of the fiscal year, compared to net proceeds of $14.8 million in the corresponding period of the prior fiscal year. Increases of treasury stock repurchases of $4.2 million also increased net cash used in financing activities for the first quarter of fiscal year 2026.
Current wording
Net cash used in financing activities increased $18.0 million to $30.7 million for the six months ended February 28, 2026 primarily due to increases of treasury stock repurchases of $9.1 million and a decrease in net proceeds from our revolving credit facility of $7.7 million. During the first six months of the fiscal year, net proceeds from our revolving credit facility were $14.4 million compared to $22.1 million in the corresponding period of the prior fiscal year. Increases in dividends paid to our stockholders of $1.8 million also increased net cash used in financing activities for the first half of fiscal year 2026.
Previous wording
All of our foreign subsidiaries currently operate in currencies other than the U.S. Dollar and a significant portion of our consolidated cash balance is denominated in these foreign functional currencies, particularly at our U.K. subsidiary. As a result, our cash and cash equivalents balances are subject to the effects of the fluctuations in these functional currencies against the U.S. Dollar at the end of each reporting period. The net effect of exchange rate changes on cash and cash equivalents, when expressed in U.S. Dollar terms, was a decrease in cash of $0.1 million for the three months ended November 30, 2025 as compared to a decrease in cash of $2.1 million for the three months ended November 30, 2024. These changes were primarily due to fluctuations in various foreign currency exchange rates from period to period, but the majority is related to the fluctuations in the Euro against the U.S. Dollar.
Current wording
All of our foreign subsidiaries currently operate in currencies other than the U.S. Dollar and a significant portion of our consolidated cash balance is denominated in these foreign functional currencies, particularly at our U.K. subsidiary. As a result, our cash and cash equivalents balances are subject to the effects of the fluctuations in these functional currencies against the U.S. Dollar at the end of each reporting period. The net effect of exchange rate changes on cash and cash equivalents, when expressed in U.S. Dollar terms, was an increase in cash of $0.9 million for the six months ended February 28, 2026 as compared to a decrease in cash of $2.2 million for the six months ended February 28, 2025. These changes were primarily due to fluctuations in various foreign currency exchange rates from period to period, but the majority is related to the fluctuations in the Euro against the U.S. Dollar.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, Lava® and Solvol®.
Current report — wording carried from elsewhere
Net sales in the Americas segment increased from period to period, highlighted by the following:
Current report — wording carried from elsewhere
•For the six months ended February 28, 2026 and 2025, 72% of sales came from the U.S., and 28% of sales came from Canada and Latin America combined.
Current report — wording carried from elsewhere
•Other maintenance product sales remained relatively constant from period to period.
Current report — wording carried from elsewhere
Asia-Pacific Operating Income – Six Months Ended – February 28, 2026 Compared to February 28, 2025