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What changed in WD 40 CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WD 40 CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+247 added−264 removedSource: 10-K (2025-10-27) vs 10-K (2024-10-21)

Top changes in WD 40 CO's 2025 10-K

247 paragraphs added · 264 removed · 193 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

38 edited+8 added−3 removed33 unchanged
Biggest changeWe or our marketing distributors use contract manufacturers in the U.S., Mexico, Brazil, Argentina, Colombia, the U.K., Italy, Poland, Australia, China, South Korea and India. Although we have contractual minimum purchase obligations with certain contract manufacturers, such obligations are either immaterial or below the volume of goods that we have historically purchased.
Biggest changeManufacturing We outsource our finished goods manufacturing directly or through our marketing distributors to various third-party manufacturers. We or our marketing distributors use contract manufacturers in the U.S., Mexico, Brazil, Argentina, Colombia, the U.K., Italy, Poland, Australia, China, the Middle East, South Korea and India.
We currently market and sell our products in more than 176 countries and territories worldwide primarily through hardware stores, automotive parts outlets, industrial distributors and suppliers, mass retail and home center stores, value retailers, grocery stores, online retailers, warehouse club stores, farm supply, sport retailers, and independent bike dealers.
We currently market and sell our products in more than 176 countries and territories worldwide 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.
In addition to the commitments to purchase products from contract manufacturers described above, we may also enter into commitments with other manufacturers from time to time to purchase finished goods and components to support innovation and/or supply chain initiatives.
In addition to the commitments to purchase products from contract manufacturers described above, we may also enter into commitments with other manufacturers from time to time to purchase finished goods and components to support innovation or supply chain initiatives.
We expect these components and raw materials to continue to be readily available in the future and we have developed sourcing alternatives and risk mitigation plans. Research and Development We recognize the importance of innovation and renovation to our long-term success and are focused on and committed to research and new product development activities, primarily in our maintenance product group.
While we expect these components and raw materials to continue to be readily available in the future, we have developed sourcing alternatives and risk mitigation plans. Research and Development We recognize the importance of innovation and renovation to our long-term success and are focused on and committed to research and new product development activities, primarily in our maintenance product group.
Our Must-Win Battles include: 1. growing WD-40 Multi-Use Product sales through geographic expansion; 2. growing sales and gross margin through the premiumization of WD-40 Multi-Use Product; 3. growing the WD-40 Specialist product line through category leadership; and 4. accelerating our capabilities in building our brand digitally and maximizing our global digital commerce presence.
Our four Must-Win Battles include: 1. growing WD-40 Multi-Use Product sales through geographic expansion; 2. growing sales and gross margin through the premiumization of WD-40 Multi-Use Product; 3. growing the WD-40 Specialist product line through category leadership; and 4. accelerating our capabilities in building our brand digitally and maximizing our global digital commerce presence.
In addition, the research and development team engages in activities and product development efforts which are necessary to ensure that we meet all regulatory requirements for the formulation of our products. The research and development team also helps shape our environmental goals and business objectives by innovating and implementing sustainable practices and products.
In addition, the research and development team engages in activities and product development efforts which are necessary to ensure that we meet regulatory requirements for the formulation of our products. The research and development team also helps shape our environmental goals and business objectives by innovating and implementing sustainable practices and products.
WD-40 Company, the WD-40 ® logo, WD-40 ® Multi-Use Product, WD-40 Specialist ® , WD-40 BIKE ® , 3-IN-ONE ® , GT85 ® , 2000 Flushes ® , no vac ® , 1001 ® , Spot Shot ® , Lava ® , Solvol ® , X-14 ® , and Carpet Fresh ® and other trademarks or service marks of WD-40 Company or its subsidiaries are the property of WD-40 Company or its subsidiaries.
WD-40 Company, the WD-40 ® logo, WD-40 ® Multi-Use Product, WD-40 Specialist ® , WD-40 BIKE ® , 3-IN-ONE ® , GT85 ® , 2000 Flushes ® , no vac ® , Spot Shot ® , Lava ® , Solvol ® , X-14 ® , and Carpet Fresh ® and other trademarks or service marks are the property of WD-40 Company or its subsidiaries.
The WD-40 brand, 3-IN-ONE, Lava, Solvol, X-14, 2000 Flushes, Carpet Fresh and no vac, Spot Shot, GT85, and 1001 trademarks are registered or have pending registrations in various countries throughout the world.
The WD-40 brand, 3-IN-ONE, Lava, Solvol, X-14, 2000 Flushes, Carpet Fresh and no vac, Spot Shot, and GT85 trademarks are registered or have pending registrations in various countries throughout the world.
For more than four decades, we sold only one product, WD-40 ® Multi-Use Product, a maintenance product which acts as a lubricant, rust preventative, penetrant and moisture displacer. Over the last several decades, we have evolved and expanded our product offerings through both research and development activities and through the acquisition of several brands worldwide.
For more than four decades, we sold only one product, WD-40 ® Multi-Use Product, a multi-purpose maintenance product which acts as a lubricant, rust preventative, penetrant and moisture displacer. Over the last several decades, we have evolved and expanded our product offerings through both research and development activities and through the acquisition of several of our smaller brands worldwide.
These reports can be accessed free of charge from our website as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the Securities and Exchange Commission (“SEC”). Information contained on our website is not included as a part of, or incorporated by reference into, this report.
These reports can be accessed from our website as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the Securities and Exchange Commission (“SEC”). Information contained on our website is not included as a part of, or incorporated by reference into, this report.
Financial Information about Foreign and Domestic Operations For detailed information about our foreign and domestic operations, including net sales by reportable segment and long-lived assets by geography, refer to Note 17 – Business Segments and Foreign Operations of the consolidated financial statements, included in Item 15 of this report.
Financial Information about Foreign and Domestic Operations For detailed information about our foreign and domestic operations, including net sales by reportable segment and long-lived assets by geography, refer to Note 18 — Business Segments and Foreign Operations of the consolidated financial statements, included in Item 15 of this report.
When a new product achieves consumer acceptance, ongoing advertising and promotional support may be required to maintain its relative market position. 5 Table of Contents Trademarks and Patents We own a number of patents, but primarily rely upon our established trademarks, brand names and marketing efforts, including advertising and sales promotions, to compete effectively.
When a new product achieves end user acceptance, ongoing advertising and promotional support may be required to maintain its relative market position. 5 Table of Contents Trademarks and Patents We own a number of patents, but primarily rely upon our established trademarks, brand names and marketing efforts, including advertising and sales promotions, to compete effectively.
Our homecare and cleaning products in the Americas and EIMEA segments are considered harvest brands, which continue to provide positive returns but are becoming a smaller part of the business as sales of the maintenance products grow with the execution of our four Must Win Battles within our strategic framework.
Our homecare and cleaning products in the Americas and Asia-Pacific segments are considered harvest brands, which continue to provide positive returns but are becoming a smaller part of the business as sales of the maintenance products grow with the execution of our four Must Win Battles within our strategic framework.
Lava ® – The Lava brand consists of heavy-duty hand cleaner products which are sold in bar soap and liquid form through hardware, grocery, industrial, automotive and mass retail channels as well as through online retailers primarily in the United States. X-14 ® – The X-14 brand is a line of quality automatic toilet bowl cleaners.
Lava ® – The Lava brand consists of heavy-duty hand cleaner products which are sold in bar soap and liquid form through hardware, grocery, industrial, automotive and mass retail channels as well as through online retailers primarily in the U.S. X-14 ® – The X-14 brand is a line of quality automatic toilet bowl cleaners.
We rely on the awareness of our brands among consumers, the value offered by those brands as perceived by consumers, product innovation and renovation and our multiple channel distributions as our primary strategies. New products and our entry into new markets typically encounter intense competition, which may require additional investments in advertising and promotional activities.
We rely on the awareness of our brands among end users, the value offered by those brands as perceived by consumers, product innovation and renovation and our multiple channel distributions as our primary strategies. New products and our entry into new markets typically encounter intense competition, which may require significant investments in advertising and promotional activities.
Certain of 3 Table of Contents our homecare and cleaning product brands will continue to be held for use due to their significance to the business within certain regional markets in the Asia-Pacific segment.
Certain of our homecare and cleaning product brands will continue to be held for use due to their significance to the business within certain regional markets in the Asia-Pacific segment.
The success of our teams is accelerated through global collaboration and our bold ambition to become a world-class learning organization. Products Maintenance Products Included in our maintenance products are both multi-purpose maintenance products and specialty maintenance products. These maintenance products are sold worldwide and they provide end users with a variety of product and delivery system options.
The success of our teams is accelerated through global collaboration and our bold ambition to become a world-class learning organization. Products Maintenance Products We offer multi-purpose maintenance products and specialty maintenance products. These maintenance products are sold worldwide and they provide end users with a variety of product application and delivery system options.
The principal driver of our sales growth is focused on our maintenance products and making them available in more places, for more people, who will find more uses, more frequently. 1 Table of Contents Our future is guided by a long-term four-by-four strategic framework tied to our purpose and our values. There are two main elements of our strategic framework.
The principal driver of our sales growth is focused on our maintenance products and making them available in more places, for more people, who we expect will find more uses, more frequently. 1 Table of Contents Our future is guided by a long-term four-by-four strategic framework tied to our purpose and our values.
We are actively pursuing the sale in fiscal year 2025 of the following homecare and cleaning product brands in the Americas and EIMEA segments: 2000 Flushes ® – The 2000 Flushes brand is a line of long-lasting automatic toilet bowl cleaners.
We are actively pursuing the sale in fiscal year 2026 of the following homecare and cleaning product brands in the Americas segment: 2000 Flushes ® – The 2000 Flushes brand is a line of long-lasting automatic toilet bowl cleaners.
The availability of these components and raw materials is affected by a variety of supply and demand factors, including global market conditions, plant capacity utilization, and natural disasters. We have historically experienced input cost inflation that impacted the cost of certain raw materials and freight services.
The availability of these components and raw materials is affected by a variety of supply and demand factors, including global market conditions, tariffs imposed by the U.S. or foreign governments, plant capacity utilization, and natural disasters. We have historically experienced input cost inflation that impacted the cost of certain raw materials and freight services.
Spot Shot products are sold primarily through grocery, online retailers, warehouse club stores and hardware and home center stores in the U.S., Canada and the United Kingdom. Carpet Fresh ® /1001 ® – The Carpet Fresh and 1001 brands are a line of room and rug deodorizers sold as powder and aerosol quick-dry foam products.
Spot Shot products are sold primarily through grocery, online retailers, warehouse club stores and hardware and home center stores in the U.S., Canada and the U.K. Carpet Fresh ® – The Carpet Fresh brand is a line of room and rug deodorizers sold as powder and aerosol quick-dry foam products.
Historically, except for limited circumstances during the COVID-19 pandemic, we have been able to obtain adequate capacity and raw materials. The primary components and raw materials for most of our products include specialty chemicals and aerosol cans, which are manufactured from commodities that are subject to market price fluctuations.
Historically, we have been able to obtain adequate capacity and raw materials. The primary components and raw materials for most of our products include specialty chemicals and aerosol cans, which are manufactured from commodities that are subject to market price fluctuations.
The first element of our four-by-four strategic framework, which we refer to as our Must-Win Battles, focuses on increasing sales of our maintenance products.
There are two main elements of our strategic framework. The first element of our four-by-four strategic framework, which we refer to as our Must-Win Battles, focuses on increasing sales of our maintenance products.
Our workforce is distributed globally in 16 countries, with approximately 36% in the Americas, 42% in EIMEA, 14% in Asia-Pacific, and 8% corporate employees. Women make up approximately 46% of our global workforce. The average tenure of our global workforce is eight years and our average employee retention rate is greater than 90%.
Our workforce is distributed globally in 18 countries, with approximately 35% in the Americas, 40% in EIMEA, 15% in Asia-Pacific, and 10% corporate employees. Women make up approximately 46% of our global workforce. The average tenure of our global workforce is eight years and our average employee retention rate is greater than 90%.
Solvol ® – The Solvol brand consists of heavy-duty hand cleaner products which are sold in bar soap and liquid form through hardware, grocery, industrial, automotive and mass retail channels as well as through online retailers in Australia. Sales and Marketing Our sales do not reflect any significant degree of seasonality.
Solvol ® – The Solvol brand consists of heavy-duty hand cleaner products which are sold in bar soap and liquid form through hardware, grocery, industrial, automotive and mass retail channels as well as through online retailers in Australia.
Our calendar year 2023 global pay equity study reaffirmed there were not statistically significant or systemic gender-based pay disparities, ensuring all compensation decisions were rooted in job-related criteria with no evidence of biased decision-making.
Our calendar year 2023 global pay equity study reaffirmed there were not statistically significant or systemic gender-based pay disparities, ensuring all compensation decisions were rooted in job-related criteria with no evidence of biased decision-making. The Compensation and People Committee of our Board of Directors provides oversight of our relevant people-management practices.
The second element of our four-by-four strategic framework, which we refer to as our Strategic Enablers, focuses on operational excellence. Our Strategic Enablers include: 1. ensuring a people-first mindset where we can attract, develop and engage outstanding employees; 2. building a sustainable business for the future; 3. achieving operational excellence in supply chain; and 4. driving productivity via enhanced systems.
Our four Strategic Enablers include: 1. ensuring a people-first mindset where we can attract, develop and engage outstanding employees; 2. building a sustainable business for the future; 3. achieving operational excellence in supply chain; and 4. driving productivity through enhanced systems.
The Compensation and People Committee of our Board of Directors provides oversight of our relevant people-management practices. 2 Table of Contents Our workforce is comprised of the following functions: marketing, sales, customer service, finance and accounting, legal, information technology, human resources, supply chain and logistics, innovation, research and development, environmental programs, quality, and other technical fields.
Our workforce is comprised of the following functions: marketing, sales, customer service, finance and accounting, investor relations, legal, information technology, human resources, supply chain and logistics, innovation, research and 2 Table of Contents development, environmental programs, quality, and other technical fields.
Homecare and Cleaning Products We sell our homecare and cleaning products in certain locations worldwide and they include a portfolio of well-known brands. We are pursuing the sale of these portfolios in the Americas and EIMEA segments in fiscal year 2025.
Homecare and Cleaning Products We sell our homecare and cleaning products in certain locations worldwide and they include a portfolio of well-known brands. We are pursuing the sale of certain assets of these portfolios in the Americas segments in fiscal year 2026 and are 3 Table of Contents classified as held for sale.
It is also common and/or possible that we could lose distribution or product offerings and experience a decrease in promotional activities and programs in one period and subsequently regain this business in a future period.
It is also common and/or possible that we could lose distribution or product offerings and 4 Table of Contents experience a decrease in promotional activities and programs in one period and subsequently regain this business in a future period. We are accustomed to such fluctuations and manage this as part of our normal business activities.
Human Capital Resources Our purpose can only be achieved with the efforts of our 644 employees who live our values and create positive lasting memories for our stakeholders, including end users solving problems in factories, workshops, and homes around the world.
We have continued to sell products within these brands but with a reduced level of marketing investment over time. Human Capital Resources Our purpose can only be achieved with the efforts of our 714 employees who live our values and create positive lasting memories for our stakeholders, including end users solving problems in factories, workshops, and homes around the world.
These make up our four-by-four strategic framework and are where we will continue to focus our time, talent and resources. We continue to be focused and committed to innovation and renovation of our products.
These elements are the foundation of our four-by-four strategic framework and are where we will continue to focus our time, talent and resources. We continue to be focused and committed to innovation and renovation of our products. We see innovation and renovation as important factors to the long-term growth and enhancing the sustainability of our brands and product lines.
We see innovation and renovation as important factors to the long-term growth and sustainability of our brands and product lines, and intend to continue to work on future products, product lines, product packaging, and product delivery systems, as well as promotional innovations and renovations to expand our product portfolio, build a more sustainable future, and to help us grow.
We intend to continue to work on future products, product lines, product packaging, and product delivery systems, as well as promotional innovations and renovations to expand our product portfolio, build a more sustainable future, and to help us grow. We are also focused on expanding our current brands in existing markets with new product development.
We are also focused on expanding our current brands in existing markets with new product development. Our research and development team supports new product development and current product improvement for our brands. Over the years, our research and development team has made impacts on most of our brands through our innovation activities.
Our research and development team supports new product development and current product improvement for our brands. Over the years, the impact of our research and development team on most of our brands and products has been reflected through our innovation.
These products are sold primarily through grocery, mass, and value retail channels as well as through online retailers in the United Kingdom. Although Carpet Fresh brand products are also sold in the U.S., they are sold by a third party under a licensing agreement. In the U.K., these products are sold under the 1001 ® brand name.
This product is sold primarily through grocery, mass, and value retail channels as well as through online retailers in the U.S. under a third party licensing agreement.
Our research and development team currently conducts global testing at a laboratory facility that we lease in New Jersey. Competition The markets for our products are highly competitive. Our products compete both within their own product classes as well as within product distribution channels, competing with many other products for store placement and shelf space.
Our research and development team currently conducts global testing at a laboratory facility that we lease in New Jersey. Competition The markets for our products are highly competitive and influenced by large retailers with significant negotiating power.
We are continuing to conduct a strategic review regarding the future of our homecare and cleaning product portfolios in the Americas and EIMEA segments and are pursuing the sale of these portfolios in fiscal year 2025. This potential sale will allow us to focus on our core, higher-margin maintenance products that are included in our strategic framework.
This potential sale will allow us to focus on our core, higher-margin maintenance products that are included in our strategic framework.
Supply needs are communicated by us to our contract manufacturers, and we are committed to purchasing the products manufactured based on orders and short-term projections, ranging from two months to six months, provided to the contract manufacturers. We also formulate and manufacture concentrate used in our WD-40 products at certain of our own facilities and at third-party contract manufacturers.
We also formulate and manufacture concentrate used in our WD-40 products at certain of our own facilities and at third-party contract manufacturers.
Removed
We have continued to sell products within these brands but with a reduced level of marking investment over time.
Added
We sold certain assets of the homecare and cleaning product brands in the EIMEA segment in the fourth quarter of fiscal year 2025. See Note 3. Assets Held for Sale of the consolidated financial statements, included in Item 15 of this report for additional information on this sale.
Removed
We are continuing to conduct a strategic review regarding the future of our homecare and cleaning product portfolios in the Americas and EIMEA segments to create opportunities for our workforce to bring an even greater focus to our higher margin maintenance products and are pursuing the sale of these portfolios in fiscal year 2025.
Added
These brands are included in the results of operations in the consolidated statements of operations for fiscal year 2025. We continue to make available for sale certain assets of our homecare and cleaning product portfolios in the Americas segment and are expecting the sale of these portfolios in fiscal year 2026.
Removed
We are accustomed to such fluctuations and manage this as part of our normal business activities. 4 Table of Contents Manufacturing We outsource our finished goods manufacturing directly or through our marketing distributors to various third-party manufacturers.
Added
The second element of our four-by-four strategic framework, which we refer to as our Strategic Enablers, focuses on operational excellence.
Added
We sold certain assets of the homecare and cleaning product brands in the EIMEA segment in the fourth quarter of fiscal year 2025. See Note 3. Assets Held for Sale of the consolidated financial statements, included in Item 15 of this report for additional information on this sale.
Added
These brands are included in the results of operations in the consolidated statements of operations for fiscal year 2025: 1001 ® and 1001 Carpet Fresh ® – The 1001 brand is a line of room and rug deodorizers sold as powder and aerosol quick-dry foam products.
Added
These products were sold primarily through grocery, mass, and value retail channels as well as through online retailers in the U.K. In the U.K., these products were sold under the 1001 ® and 1001 Carpet Fresh ® brand names. Sales and Marketing Our sales do not reflect any significant degree of seasonality.
Added
The Company has minimum purchase obligations that primarily consist of contractual volume commitments with certain third-party packagers. See Note 14. commitments and contingencies of the consolidated financial statements, included in Item 15 of this report for additional information on minimum purchase obligations.
Added
Current trends among these large retailers include increased demand for new innovative products and marketing, requiring suppliers to maintain or reduce product prices and to deliver products within shorter lead times. Our products compete both within their own product classes as well as within product distribution channels, competing with many other products for store placement and shelf space.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe are also subject to laws and regulations that impose environmental controls on our business operations, including, among other things, the discharge of pollutants into the air and water, the handling, use, treatment, storage and clean-up of solid and hazardous wastes and the investigation and remediation of soil and groundwater affected by hazardous substances.
Biggest changeAlthough we have concluded that our current products do not contain such “conflict minerals” in our annual evaluations to date, if we were to conclude that these materials exist within our products in the future, we may have difficulty verifying the origin of such materials for purposes of disclosures required by the SEC rules. 13 Table of Contents We are also subject to laws and regulations that impose environmental controls on our business operations, including, among other things, the discharge of pollutants into the air and water, the handling, use, treatment, storage and clean-up of solid and hazardous wastes and the investigation and remediation of soil and groundwater affected by hazardous substances.
As a result, we are exposed to foreign currency exchange rate risk with respect to our sales, expenses, profits, cash and cash equivalents, other assets and liabilities denominated in currencies other than the U.S. Dollar. Our financial results are negatively impacted when the foreign currencies in which our subsidiary offices operate weaken relative to the U.S. Dollar.
As a result, we are exposed to foreign currency exchange rate risk with respect to our sales, expenses, profits, cash and cash equivalents, other assets and liabilities denominated in currencies other than the U.S. Dollar. Our financial results are negatively impacted when the foreign currencies in which our subsidiary offices operate weaken relative to the U.S.
The availability of counterfeits and other infringing products, particularly in China and other emerging markets, could adversely impact our sales and potentially damage the value and reputation of our brands. Our products generally compete on the basis of brand recognition, product performance, price, quality or other benefits to consumers and meeting end users’ needs.
The availability of counterfeits and other infringing products, particularly in China and other emerging markets, could adversely impact our sales and potentially damage the value and reputation of our brands. Our products generally compete on the basis of brand recognition, product performance, quality, price, or other benefits to consumers and meeting end users’ needs.
Our ability to achieve our environmental, social and governance and sustainability initiatives are subject to emerging risks and the outcomes may not achieve the anticipated benefits or align with new regulations and stakeholders’ expectations. There has been an increasing focus from stakeholders and regulators related to environmental, social and governance (“ESG”) matters across all industries in recent years.
Our ability to achieve our environmental, social and governance and sustainability initiatives are subject to emerging risks and the outcomes may not achieve the anticipated benefits or align with new regulations and stakeholders’ expectations. There has been an increasing focus from regulators and other stakeholders related to environmental, social and governance (“ESG”) matters across all industries in recent years.
If we are unable to identify and execute on suitable investment opportunities, or if the investments we make do not perform as expected, our financial condition and results of operations could be adversely affected. Additionally, the failure to effectively reinvest such proceeds count result in lower returns on investment and diminished stockholder value.
If we are unable to identify and execute on suitable investment opportunities, or if the investments we make do not perform as expected, our financial condition and results of operations could be adversely affected. Additionally, the failure to effectively reinvest such proceeds could result in lower returns on investment and diminished stockholder value.
A decrease in demand from our customers and end users would harm our financial results. If economic or market conditions in certain of our key global markets deteriorate, we may experience material adverse effects on our business, financial condition and results of operations.
A decrease in demand from our customers and end users would harm our financial results. If economic or market conditions in certain of our key markets deteriorate, we may experience material adverse effects on our business, financial condition and results of operations.
It is more difficult for us to achieve sales volume growth in developed markets where our products are widely used as compared to developing or emerging markets where our products are newly introduced or are not as well known by consumers.
It is more difficult for us to achieve sales volume growth in developed markets where our products are widely used as compared to developing or emerging markets where our products are newly introduced or are not as well known by consumers or as widely distributed.
In addition, the company that owns and supports the legacy system used at these other offices may not be able to provide the same level of support as that of larger information systems companies.
In addition, the company that owns and supports the legacy systems used at these other offices may not be able to provide the same level of support as that of larger information systems companies.
Although we expect that a significant portion of our revenues will continue to be derived from this limited number of customers, our largest individual customer contributed to less than 10% of our consolidated net sales in fiscal year 2024. However, changes in the strategies of our largest customers may have an adverse impact on our sales.
Although we expect that a significant portion of our revenues will continue to be derived from this limited number of customers, our largest individual customer contributed to less than 10% of our consolidated net sales in fiscal year 2025. However, changes in the strategies of our largest customers may have an adverse impact on our sales.
In addition, we may consider divesting businesses or brands that do not meet our strategic objectives or do not meet our growth or profitability targets. For example, we are considering the sale of certain of our homecare and cleaning product brands. We may not be able to complete desired divestitures or close divestiture transactions on terms favorable to us.
In addition, we may consider divesting businesses or brands that do not meet our strategic objectives or do not meet our growth or profitability targets. For example, we are pursuing the sale of certain of our homecare and cleaning product brands. We may not be able to complete desired divestitures or close divestiture transactions on terms favorable to us.
Changes in management estimates and assumptions as they relate to valuation of goodwill and intangible assets could affect our financial condition or results of operations in the future. For additional information, see Part IV – Item 15, “Exhibits, Financial Statement Schedules” Note 6 – Goodwill and Other Intangible Assets, in this report.
Changes in management estimates and assumptions as they relate to valuation of goodwill and intangible assets could affect our financial condition or results of operations in the future. For additional information, see Part IV – Item 15, “Exhibits, Financial Statement Schedules” Note 7 — Goodwill and Other Intangible Assets, in this report.
Our business operations could be adversely affected by labor disputes, strikes, or lockouts involving our employees or the employees of our suppliers and contractors. Any such disruptions could lead to delays in production, increased costs, and potential loss of revenue.
Our business operations could be adversely affected by labor disputes, strikes, or lockouts particularly those involving the employees of our suppliers and contractors. Any such disruptions could lead to delays in production, increased costs, and potential loss of revenue.
We rely on a limited number of third-party contract manufacturers, logistics providers and suppliers, including single or sole source suppliers for certain raw materials, packaging, product components and other supplies. We do not have direct control over the management or business of these third parties, except indirectly through terms negotiated in service or supply contracts.
We rely on a limited number of third-party contract manufacturers, logistics providers and suppliers, including single or sole source suppliers for certain raw materials, packaging, product components and other supplies. We do not have direct control over the management or business of these third parties, except indirectly through terms negotiated in service or 10 Table of Contents supply contracts.
These challenges have periodically resulted in us not being able to meet the demand for our products by customers and end users in certain markets where demand for aerosols has, for certain products, outpaced the available production capacity in the region.
These challenges have periodically resulted in us not being able to meet the demand for our products by customers and end users in certain markets where demand for aerosols has, for certain products, outpaced the available production capacity in those markets.
Such changes in customer strategy may include, but are not limited to: demands for more liberal return rights, a reduction in willingness to transport and store goods of certain hazardous material ratings, a reduction in the number of brands they carry, or a shift in shelf space in favor of “private label” or competitors’ products.
Such changes in customer strategy may include, but are not limited to: demands for more liberal return rights, a reduction in willingness to transport and store goods of certain hazardous material ratings, a reduction in the number of brands they carry, or a shift in shelf 11 Table of Contents space in favor of “private label” or competitors’ products.
There is a risk that changes in such marketing distributor relationships, including a change in key marketing distributor personnel or a transition to the direct distribution model, if not managed successfully, could result in a disruption in the affected markets and that such disruption could have a material adverse effect on our business, 15 Table of Contents financial condition and results of operations.
There is a risk that changes in such marketing distributor relationships, including a change in key marketing distributor personnel or a transition to the direct distribution model, if not managed successfully, could result in a disruption in the affected markets and that such disruption could have a material adverse effect on our business, financial condition and results of operations.
In addition, we may continue to use available cash balances to execute share repurchases under approved share buy-back plans. To the extent that we are required to seek additional financing to support certain of these activities, such financing may not be available in sufficient amounts or on terms acceptable to us, if at all.
In addition, we may continue to use available cash balances to execute share repurchases under approved share buy-back plans. To the extent that we are required to seek additional financing to support certain of these activities, such financing may not be available in sufficient 17 Table of Contents amounts or on terms acceptable to us, if at all.
If we are unable to increase market share in our existing product lines by developing product improvements, investing adequately in our existing brands, building usage among existing and new customers, developing, acquiring or successfully launching new products or product line extensions, or successfully penetrating emerging and developing markets and sales channels globally, we may not achieve our sales volume growth objectives.
If we are unable to increase market share in our existing product lines by developing product improvements, investing adequately in our existing brands, building usage among existing and new end users, developing, acquiring or successfully launching new products or product line extensions, or successfully penetrating emerging and developing markets and sales channels globally, we may not achieve our sales volume growth objectives.
In addition, to the extent that the economic benefits associated with any of our business development activities not materialize or diminish in the future, we may be required to record impairments to goodwill, intangible assets or other assets associated with such activities, which could also materially adversely affect our business, financial condition and results of operations.
In addition, to the extent that the economic benefits associated with any of our business 15 Table of Contents development activities not materialize or diminish in the future, we may be required to record impairments to goodwill, intangible assets or other assets associated with such activities, which could also materially adversely affect our business, financial condition and results of operations.
Any failure or perceived failure, whether or not valid, to pursue and fulfill our ESG initiatives and objectives or to satisfy various ESG reporting standards in a timely manner could negatively impact our financial condition and results of operations. 12 Table of Contents In 2023, the European Commission’s Corporate Sustainability Reporting Directive (“CSRD”) became effective.
Any failure or perceived failure, whether or not valid, to pursue and fulfill our ESG initiatives and objectives or to satisfy various ESG reporting standards in a timely manner could negatively impact our financial condition and results of operations. In 2023, the European Commission’s Corporate Sustainability Reporting Directive (“CSRD”) became effective.
In addition, system failure, malfunction or loss of data that is housed in our critical information systems or our third-party service providers’ critical information systems could disrupt our ability to timely and accurately process transactions and produce key financial reports, including information on our operating results, financial position and cash flows.
In addition, system failure, malfunction or loss of data that is housed in our critical information systems or our third-party service providers’ critical information systems could disrupt our ability to ship products to our customers, timely and accurately process transactions and produce key financial reports, including information on our operating results, financial position and cash flows.
There is no guarantee that our security measures will prevent cyberattacks resulting in breaches of our own or our third-party service providers’ databases and systems. 11 Table of Contents Techniques used in these attacks change frequently and may be difficult to detect for periods of time.
There is no guarantee that our security measures will prevent cyberattacks resulting in breaches of our own or our third-party service providers’ databases and systems. Techniques used in these attacks change frequently and may be difficult to detect for periods of time.
We compete in several product categories where there are frequent introductions of new products and line extensions and such 14 Table of Contents product introductions often require significant expenditure and support. Our ability to understand end user needs and preferences is key to maintaining and improving the competitiveness of our product offerings.
We compete in several product categories where there are frequent introductions of new products and line extensions and such product introductions often require significant expenditure and support. Our ability to understand end user needs and preferences is key to maintaining and improving the competitiveness of our product offerings.
As a result, we face substantial risks associated with our reliance on third-party manufacturers, suppliers, and/or logistics providers, including but not limited to the following areas: • changes to the terms of doing business with these providers or the production capacity they allocate to our products; • disagreements or the inability to maintain good relationships with these providers, including the failure of these providers to be aligned with our company values; • inability to successfully implement new manufacturing processes associated with new facilities or new product lines; • concentration of inventory increasing exposure to risks associated with fire, natural disasters, theft and logistics disruptions to customer order fulfillment; • financial difficulties experienced by these providers; 10 Table of Contents • consolidation of third-party packagers, which could reduce competition in the industry and increase our costs for their services or result in the surviving company declining to manufacture or store our products; • significant disruptions in the production or transportation of our products due to events having regional or global impacts on economic activity, such as public health emergencies, natural disasters or extreme weather conditions; or • significant disruptions in the production or transportation of our products due to competition for materials, components, labor or services from third-party vendors.
As a result, we face substantial risks associated with our reliance on third-party manufacturers, suppliers, and/or logistics providers, including but not limited to the following areas: • changes to the terms of doing business with these providers or the production capacity they allocate to our products; • disagreements or the inability to maintain good relationships with these providers, including the failure of these providers to be aligned with our company values; • inability to successfully implement new manufacturing processes associated with new facilities or new product lines; • concentration of inventory increasing exposure to risks associated with fire, natural disasters, theft and logistics disruptions to customer order fulfillment; • financial difficulties experienced by these providers; • consolidation of third-party packagers, which could reduce competition in the industry and increase our costs for their services or result in the surviving company declining to manufacture or store our products; • change in ownership of our third-party contract manufacturers which could cause delays or other significant disruptions to our production capacity; • significant disruptions in the production or transportation of our products due to events having regional or global impacts on economic activity, such as public health emergencies, natural disasters or extreme weather conditions; or • significant disruptions in the production or transportation of our products due to competition for materials, components, labor or services from third-party vendors.
In addition, a change in the strategies of our existing customers, including shelf simplification, the discontinuation of certain product offerings or the shift in shelf space to competitors’ products could reduce our sales and potentially offset sales volume increases achieved as a result of other 9 Table of Contents sales growth initiatives.
In addition, a change in the strategies of our existing customers, including shelf simplification, the discontinuation of certain product offerings or the shift in shelf space to competitors’ products could reduce our sales and potentially offset sales volume increases achieved as a result of other sales growth initiatives.
Quality issues, which can lead to large scale recalls of our products, can be due to product contamination, regulatory non-compliance, packaging errors, incorrect ingredients or components in our product or low-quality ingredients in our products due to suppliers delivering items that do not meet our specifications.
Quality issues, which can lead to large scale recalls of our products, can be due to product contamination, regulatory non-compliance, packaging errors, incorrect ingredients or components in our product or low-quality ingredients in our products due to 8 Table of Contents suppliers delivering items that do not meet our specifications.
A disruption could occur as a result of any number of events including military conflicts, geopolitical developments, and war on terrorism. These disruptions could lead to delays in supply and manufacturing which could damage our current and prospective customer relationships. Commodity markets remain subject to heightened levels of volatility, especially as they relate to the price of certain specialty chemicals.
More disruptions could occur as a result of any number of events including military conflicts, geopolitical developments, and war. These disruptions could lead to delays in supply and manufacturing which could damage our current and prospective customer relationships. Commodity markets remain subject to heightened levels of volatility, especially as they relate to the price of certain specialty chemicals.
If we are unable to successfully identify, complete or realize the benefits from strategic business developments, acquisitions, divestitures, joint ventures or investments, our financial results could be materially adversely affected. We may increase growth through business development activities such as acquisitions, joint ventures, licensing and/or other strategic partnerships in the U.S. and internationally.
If we are unable to successfully identify, complete or realize the benefits from strategic business developments, acquisitions, divestitures, joint ventures or investments, our financial results could be materially adversely affected. We may increase growth through business development activities such as acquisitions, joint ventures, licensing and/or other strategic partnerships.
Approximately 50% of our revenues in fiscal year 2024 were generated in currencies other than the U.S. Dollar, which is our reporting currency. In addition, all our foreign operating subsidiaries have functional currencies other than the U.S. Dollar, and our largest subsidiary is in the U.K. and generates significant sales in Euros and Pounds Sterling.
Approximately 51% of our revenues in fiscal year 2025 were generated in currencies other than the U.S. Dollar, which is our reporting currency. In addition, all our foreign operating subsidiaries have functional currencies other than the U.S. Dollar, and our largest subsidiary is in the U.K. and generates significant sales in Euros and Pounds Sterling.
In addition, our sales and operating results may be affected by uncertain or changing economic and market conditions, including recession, inflation, deflation, prolonged weak consumer demand, political instability, public health crises or other changes that may affect the principal markets, trade channels, and industrial segments in which we conduct our business.
In addition, our sales and operating results may be affected by uncertain or changing economic and market conditions, including recession, inflation, deflation, tariffs and other geopolitical trade disruptions, prolonged weak consumer demand, political instability, public health crises and natural disasters or other changes that may affect the principal markets, trade channels, and industrial segments in which we conduct our business.
Non-compliance with these emerging regulations or a failure to address various stakeholder expectations may result in cost increases, litigation, fines, penalties, production and sales restrictions, brand or reputational damage, loss of customers, failure to retain and attract talent, lower valuation and investor activism.
Non-compliance with such regulations or a failure to address stakeholder expectations may result in cost increases, litigation, fines, penalties, production and sales restrictions, brand or reputational damage, loss of customers, failure to retain and attract talent, lower valuation and investor activism.
During unfavorable or uncertain economic times, end users may also increase purchases of lower-priced or non-branded products and our competitors may increase their level of promotional activities to maintain sales volumes, both of which may negatively impact our financial condition and results of operations.
During unfavorable or uncertain economic times, end users may also increase purchases of lower-priced or non-branded products and our competitors may increase their level of advertising and promotional activities to spur sales, both of which may negatively impact our financial condition and results of operations.
It could also be necessary to pay a substantial royalty in the future if the holders of such rights are willing to permit us to continue to use the intellectual property rights.
It could also be necessary to pay a substantial 14 Table of Contents royalty in the future if the holders of such rights are willing to permit us to continue to use the intellectual property rights.
In addition, there can be no assurance that U.S. tax laws, including the corporate income tax rate, will not undergo significant additional changes in the future. 16 Table of Contents Goodwill and intangible assets are subject to impairment risk.
In addition, there can be no assurance that U.S. tax laws, including the corporate income tax rate, will not undergo significant additional changes in the future. Goodwill and intangible assets are subject to impairment risk.
Global operations outside the U.S. expose us to uncertain conditions, foreign currency exchange rate risk and other risks in international markets. Our sales outside of the U.S. were approximately 65% of consolidated net sales in fiscal year 2024.
Global operations outside the U.S. expose us to uncertain conditions, foreign currency exchange rate risk and other risks in international markets. Our sales outside the U.S. were approximately 66% of consolidated net sales in fiscal year 2025.
The loss of, or reduction in, orders or a higher volume of returns from any of our most significant customers could have a material adverse effect on our brand values, business, financial condition and results of operations. Large customers may seek price reductions, price protection, added support, non-compliance fees or promotional concessions.
The loss of, or reduction in, orders or a higher volume of returns from any of our most significant customers could have a material adverse effect on our brand values, business, financial condition and results of operations. Large customers may seek price reductions, price protection, added support, product deliveries within shorter lead times, non-compliance fees or promotional concessions.
Further, such incidents could also materially increase the costs that we incur to protect against such risks. Although we maintain cyber insurance, our coverage may not be adequate for actual losses incurred, and an insurer may deny coverage of a future claim.
These emerging risks could materially increase the costs that we incur to protect against such risks. Although we maintain cyber insurance, our coverage may not be adequate for actual losses incurred, and an insurer may deny coverage of a future claim.
Although we use instruments to hedge certain foreign currency risks, primarily those associated with our U.K. subsidiary and net assets denominated in non-functional currencies, we are not fully protected against foreign currency fluctuations 7 Table of Contents and, therefore, our reported earnings may be affected by changes in foreign currency exchange rates.
Although we use instruments to hedge certain foreign currency risks, primarily those associated with our U.K. subsidiary and net assets denominated in non-functional currencies, we are not fully protected against foreign currency fluctuations and, therefore, our reported earnings are affected by changes in foreign currency exchange rates.
ESG standard setting and stakeholder expectations continue to evolve. Criteria used to evaluate ESG practices and metrics may change rapidly at any time, which could result in increased expectations of public companies and may cause us to undertake costly initiatives to satisfy any new requirements.
ESG standard setting and stakeholder expectations continue to evolve. Criteria used to evaluate ESG practices and metrics may change rapidly at any time, which could result in increased expectations from stakeholders and may cause us to undertake costly initiatives to satisfy any new requirements.
Adverse developments in the global economy or a reduction in industrial outputs, consumer spending or confidence could significantly decrease purchases of our products by our customers and end users.
Adverse developments in the global economy or key regional economies, a reduction in industrial outputs, or decreases in consumer spending or confidence could significantly decrease purchases of our products by our customers and end users.
In particular, the COVID-19 pandemic, extreme weather events and other macroeconomic factors have resulted in significant supply chain constraints and transportation disruptions at times. Some of the challenges that we have experienced historically include general aerosol-related production capacity constraints and competition for such capacity by other companies who utilize the same third-party manufacturers for their aerosol production.
In particular, global health crises, extreme weather events, military conflicts and other macroeconomic factors have resulted in significant supply chain constraints and transportation disruptions at times. Some of the challenges that we have experienced historically include general aerosol-related production capacity constraints and competition for such capacity by other companies who utilize the same third-party manufacturers for their aerosol production.
As a result, we may experience interruptions in our ability to manage our daily operations, which could harm our business, financial condition and results of operations. We are currently implementing new information systems within our enterprise resource planning framework at certain offices in a phased manner. The first and most significant phase, implementation in the U.S., is complete.
As a result, we may experience interruptions in our ability to manage our daily operations, which could harm our business, financial condition and results of operations. We are currently implementing new information systems within our enterprise resource planning framework at certain offices in a phased manner.
Sales price increases may slow sales volume growth or create declines in volume in the short term as customers and end users adjust to sales price increases or purchase alternative products at lower prices. We may lose a portion of our consumer base with steep price actions.
Sales price increases to offset rising costs or the impact of tariffs may slow sales volume growth or cause declines in 9 Table of Contents volume in the short term as customers and end users adjust to sales price increases or purchase alternative products at lower prices. We may lose a portion of our end-user base with steep price actions.
In 2023, California enacted Senate Bill (“SB”) 253 and SB 261, which require large businesses to report on greenhouse gas emissions and climate-related financial risks in accordance with the Task Force on Climate-Related Financial Disclosures framework. We expect to be subject to these regulations in the future, which will result in cost increases.
In 2023, California enacted Senate Bill (“SB”) 253 and SB 261, which require large businesses to report on greenhouse gas emissions and climate-related financial risks in accordance with the Task Force on Climate-Related Financial Disclosures framework.
Specialty chemicals and aerosol cans, which constitute a significant portion of the costs for many of our maintenance products, have experienced significant price volatility in the past, and may do so in the future.
Specialty chemicals and aerosol cans, which constitute a significant portion of the costs for many of our maintenance products, have experienced significant price volatility in the past, and may do so in the future. In particular, volatility in the price of oil indirectly impacts the cost of specialty chemicals, many of which are indexed to oil related refined products.
Fluctuations in oil and diesel fuel prices, increased regulations imposed on the freight industry, and higher demand for transportation services as e-commerce grows have impacted the cost of transporting our products, the loss of low-cost trucking companies (particularly in the U.S.) that provide ground transport for our aerosol products, and additional macroeconomic factors which have resulted in increased freight costs.
Fluctuations in gasoline and diesel fuel prices, driven in part by crude oil price volatility, fluctuations in costs of cans including those related to the impact of tariffs, increased regulations imposed on the freight industry, and higher demand for transportation services as e-commerce grows have impacted the cost of transporting our products, the loss of low-cost trucking companies that provide ground transport for our aerosol products, and additional macroeconomic factors which have resulted in increased freight costs.
A significant portion of our European income is subject to taxation in the U.K. because our European subsidiary is headquartered in the U.K. In June of 2021, an Act of Parliament received Royal Assent, changing the U.K. corporate tax rate from 19% to 25% effective on April 1, 2023, resulting in an increase in our effective tax rate.
In June of 2021, an Act of Parliament received Royal Assent, changing the U.K. corporate tax rate from 19% to 25% effective on April 1, 2023, resulting in an increase in our effective tax rate.
We rely on trademark, trade secret protection, patent and copyright laws to protect our intellectual property rights. Although we maintain a global enforcement program to protect our intellectual property rights, there can be no assurance that these intellectual property rights will be maximized or that they can be successfully asserted.
Although we maintain a global enforcement program to protect our intellectual property rights, there can be no assurance that these intellectual property rights will be maximized or that they can be successfully asserted.
If the company that owns and supports the legacy system were to cease operations or were unable to provide support for this application prior to the implementation of our new information systems, it could adversely affect our daily operations or our business, financial condition and results of operations.If we encounter difficulties in executing and completing the implementation of these new critical information systems at our other offices, or if the implementation takes longer than intended, we may experience interruptions in our ability to manage our daily operations and report financial results timely and we may experience significant incremental costs, which could adversely affect our business, financial condition and results of operations.
If we encounter difficulties in executing and completing the implementation of these new critical information systems at our other offices, or if the implementation takes longer than intended, we may experience interruptions in our ability to manage our daily operations and report financial results timely and we may 12 Table of Contents experience significant incremental costs, which could adversely affect our business, financial condition and results of operations.
Our failure to comply with any of these regulations or our inability to adequately predict the way these local regulations are interpreted and applied to our business by the applicable enforcement agencies could have a materially adverse effect on our business, financial condition and results of operations. 13 Table of Contents Failure to maximize or to successfully assert our intellectual property rights or our infringement on the intellectual property rights of others could impact our competitiveness or otherwise adversely affect our financial condition and results of operations.
Our failure to comply with any of these regulations or our inability to adequately predict the way these local regulations are interpreted and applied to our business by the applicable enforcement agencies could have a materially adverse effect on our business, financial condition and results of operations.
Since the competition for such talent is intense there can be no assurance that we can retain our key employees or attract, assimilate and retain employees who are fully engaged in the future.
In addition, certain economic conditions have led to competitive pressures in labor markets in which experienced personnel are in high demand. Since the competition for such talent is intense there can be no assurance that we can retain our key employees or attract, assimilate and retain employees who are fully engaged in the future.
Our success also depends on the continued service of our executive officers, key employees and other talented people. Further, our ability to successfully execute organizational changes, including succession planning and the transition of our executive officers and key employees, is critical to the continued success of our business.
Further, our ability to successfully execute organizational changes, including succession planning and the transition of our executive officers and key employees, is critical to the continued success of our business. The unexpected loss of the services of key employees or executive officers could have a material adverse effect on our business and prospects.
If we are unable to anticipate or respond to various challenges in the 8 Table of Contents marketplace, including trends in the market and changing consumer demands and sentiment, our financial results may be negatively impacted.
This risk is compounded by the increasing use of social and digital media and networking sites by consumers, and the speed by which information and opinions are disseminated. If we are unable to anticipate or respond to various challenges in the marketplace, including trends in the market and changing consumer demands and sentiment, our financial results may be negatively impacted.
The increased attention directed towards publicly traded companies surrounding ESG matters includes the release of rules by the SEC that require companies to enhance and standardize disclosures related to climate change, which rules are currently stayed due to pending litigation. The standardized disclosures include those associated with physical risks and transition risks.
The increased attention directed towards publicly traded companies surrounding ESG matters includes the release of rules by the SEC requiring registrants to enhance and standardize disclosures related to climate change, but these rules have since been stayed due to litigation.
For example, on March 4, 2024, we acquired all of the issued and outstanding capital stock of our Brazilian distributor, and began direct distribution within Brazil. If we are not able to identify, acquire and successfully integrate acquired products or companies or successfully manage joint ventures or other strategic partnerships, we may not be able to maximize these opportunities.
If we are not able to identify, acquire and successfully integrate acquired products or companies or successfully manage joint ventures or other strategic partnerships, we may not be able to maximize these opportunities.
We are strategically implementing these new information systems at certain other offices to better align with the new U.S. system environment and because the system they are currently using is not commonly used.
The first and most significant phase, implementation in the U.S., was completed in fiscal year 2024. We are strategically implementing these new information systems at certain other offices to better align with the U.S. system environment.
In the past, global supply chain issues and other macroeconomic factors resulted in an inflationary environment that led to increased raw material costs and other input costs.
In the past, global supply chain issues and other macroeconomic factors resulted in an inflationary environment that led to increased raw material and other input costs. Future occurrences of inflationary environments or constraints in our supply chain and distribution networks, either globally or in key regions, may unfavorably impact our gross margin and operating results.
When tax matters arise, a number of years may elapse before such matters are audited and resolved, or the statute of limitations expires resulting in the release of the liability. Resolution of such matters or the expiration of the statute of limitations would be recognized as a reduction to our effective tax rate in the year of resolution.
Changes in uncertain tax positions or other adjustments resulting from tax audits and settlements with taxing authorities, including related interest and penalties, impact our effective tax rate. When tax matters arise, a number of years may elapse before such matters are audited and resolved, or the statute of limitations expires resulting in the release of the liability.
The increasing number of information technology security threats and the development of more sophisticated cyberattacks, including ransomware, pose a potential risk to the security of our information technology systems and networks, as well as to the confidentiality, availability and integrity of our data. In addition, the increased use of remote work infrastructures also increases cybersecurity risks.
The increasing number of information technology security threats and the development of more sophisticated cyberattacks, which includes the adoption of emerging technologies such as AI and machine learning, as well as other techniques such as ransomware, pose significant potential risks to the security of our information technology systems and networks, as well as to the confidentiality, availability and integrity of our data.
We provide liabilities for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement requirements prescribed by the specific accounting standards for uncertain tax positions. Changes in uncertain tax positions or other adjustments resulting from tax audits and settlements with taxing authorities, including related interest and penalties, impact our effective tax rate.
We provide liabilities for uncertain tax positions when such tax positions do not 16 Table of Contents meet the recognition thresholds or measurement requirements prescribed by the specific accounting standards for uncertain tax positions.
We believe that our company culture is a critical driver of our success and we invest substantial time and resources in building, maintaining and evolving our culture. Any failure to preserve and evolve our culture to maintain its relevance to our strategy could negatively affect our future success, including our ability to recruit, engage and retain employees.
Any failure to preserve and evolve our culture to maintain its relevance to our strategy could negatively affect our future success, including our ability to recruit, engage and retain employees. Our success also depends on the continued service of our executive officers, key employees and other talented people.
International tax changes that occur in the locations where we operate can also materially affect future financial results or operations. For example, we have significant operations in Europe that are subject to income tax rates and laws in multiple jurisdictions.
For example, we have significant operations in Europe that are subject to income tax rates and laws in multiple jurisdictions and a significant portion of our European income is subject to taxation in the U.K. because our European subsidiary is headquartered in the U.K.
We may be unable to attract, hire, develop and deploy talented employees in new markets and at the scale required by the growth of our business. Our future performance depends in significant part on maintaining high levels of employee engagement and nurturing our values and culture.
This ability creates an environment where people wish to build their careers, and the resulting retention of talent is a competitive advantage. We may be unable to attract, hire, develop and deploy talented employees in new markets and at the scale required by the growth of our business.
Any resolution of a tax matter may require the adjustment of tax assets or tax liabilities or the use of cash in the year of resolution. For additional information on such matters, see Part IV – Item 15, “Exhibits, Financial Statement Schedules” Note 14 – Income Taxes, in this report.
For additional information on such matters, see Part IV – Item 15, “Exhibits, Financial Statement Schedules” Note 15 — Income Taxes, in this report. Changes in U.S. or international tax law that occur in the locations where we operate can also materially affect future financial results or operations.
Removed
The additional costs resulting from an inflationary environment and the constraints in our supply chain and distribution networks unfavorably impacted our gross margin and operating results and may do so in the future if such constraints and challenges recur.
Added
For example, in April 2025, the U.S. government announced a number of tariffs on countries which include those we trade with for certain input costs to our products.
Removed
For example, in February 2022, Russian forces launched significant military action against Ukraine, which resulted in conflict and disruption in the region since that time, various economic sanctions levied against Russia as a result, and increased volatility in the prices of certain specialty chemicals used in our products, among other supply chain disruptions.
Added
Certain of these inputs sourced by our third-party manufacturers to produce our products may increase in cost which may result in our inability to purchase sufficient inventory of inputs for production to meet customer demand and in turn impact our results.
Removed
These geopolitical tensions have continued, and it is uncertain when conditions will improve or whether additional governmental sanctions will be enacted in the future. In addition, the recent hostilities in the Middle East have disrupted global markets and contributed to increased market volatility and other disruptions.
Added
In addition, any supply chain constraints, inflationary impacts, additional or heightened tariffs or weakening in consumer demand as a result of changes to global economic conditions could impact our results. The ongoing Russia-Ukrainian war and recent conflicts in the Middle East have periodically disrupted global markets and contributed to increased market volatility and other disruptions.
Removed
The unexpected loss of the services of key employees or executive officers could have a material adverse effect on our business and prospects. In addition, certain economic conditions have led to competitive pressures in labor markets in which experienced personnel are in high demand.
Added
Dollar. 7 Table of Contents Conversely, a sustained weakening of the U.S. Dollar can have broad economic impacts that can include, but are not limited to, increased inflationary conditions in the U.S market that impacts the purchasing power of end users and could lower consumer demand.
Removed
This risk is compounded by the increasing use of social and digital media and networking sites by consumers, and the speed by which information and opinions are disseminated.
Added
In addition, our future success may increasingly depend on highly skilled employees with proficiency in working with artificial intelligence (“AI”), machine learning and other emerging technologies. Competition for these employees is intense and entities with more substantial resources may pursue this talent more aggressively.
Removed
In particular, volatility in the price of oil impacts the cost of specialty chemicals, many of which are indexed to the price of regional crude oil or related refined products.
Added
Our future performance depends in significant part on maintaining high levels of employee engagement and nurturing our values and culture. We believe that our company culture is a critical driver of our success and we invest substantial time and resources in building, maintaining and evolving our culture.
Removed
Physical risks include acute risks associated with extreme weather events or chronic risks associated with gradual shifts in climate or weather.
Added
In addition, although our maintenance products often hold strong positions in certain markets, larger diversified companies may enter this market and leverage substantial resources and brand recognition to offer new competing products, which could have an adverse effect on our business, financial condition and results of operations.
Removed
Transition risks are the risks that may arise from the adoption of climate-related regulatory policies, including those that may be necessary to achieve the national climate goals in the U.S. and other countries, or risks associated with changing stakeholder expectations and demands.
Added
Increased integration of AI into our operations could significantly increase cybersecurity and privacy risks, including the risk of unauthorized or misuse of AI tools. In addition, threat actors may leverage these tools to attack our systems. The continued use of remote work infrastructures also increases cybersecurity risks.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThey also coordinate incident response efforts and proactively address emerging security threats. The recommendations of the management team are considered when updating our information security policies, procedures, and standards. The Audit Committee oversees our cybersecurity risk and mitigation strategies.
Biggest changeThese teams work closely with internal stakeholders to develop, implement, and maintain a comprehensive security strategy that protects our enterprise and supports our business objectives. They also coordinate incident response efforts and proactively address emerging security threats. The recommendations of the management team are consulted when updating our information security policies, procedures, and standards.
This committee is regularly briefed by management on the status and effectiveness of our cybersecurity initiatives, including policies and actions taken to monitor, identify, evaluate, mitigate, and report significant risks.
The Audit Committee oversees our cybersecurity risk and mitigation strategies. This committee is regularly briefed by management on the status and effectiveness of our cybersecurity initiatives, including policies and actions taken to monitor, identify, evaluate, mitigate, and report significant risks.
We employ a defense-in-depth strategy which involves multiple layers of security controls to help prevent and detect possible risks and employ measures to protect our systems from business disruption.
We employ a defense-in-depth strategy which involves multiple layers of security controls to help prevent and detect possible risks and employ measures to protect our systems from business disruption. Our cybersecurity program includes tools and activities to prevent, detect, and analyze current and emerging cybersecurity threats, as well as plans and strategies to address threats and incidents.
Our Chief Financial Officer works with our Vice President of Global Information & Technology (“IT”) and regional IT members to lead our enterprise-wide information security program and manage our Cybersecurity Incident Response Plan.
Our Chief Financial Officer works with our Vice President of Global Information & Technology (“IT”) and regional IT members to lead our enterprise-wide information security program and manage our Cybersecurity Incident Response Plan. With over 30 years of experience in technology and information systems leadership our Vice President, Global IT oversees a highly experienced professional team within its global network.
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Our cybersecurity program includes tools and activities to prevent, detect, and analyze current and emerging cybersecurity threats, as well as plans and strategies to address threats 17 Table of Contents and incidents.
Removed
With over 30 years of experience in technology and information systems leadership our Vice President, Global Information & Technology oversees a global network of cybersecurity experts with an average of 25 years of experience. These teams work closely with internal stakeholders to develop, implement, and maintain a comprehensive security strategy that protects our enterprise and supports our business objectives.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings The information required by this item is incorporated by reference to the information set forth in Item 15 of Part IV, “Exhibits, Financial Statement Schedules” Note 13 — Commitments and Contingencies, in the accompanying notes to the consolidated financial statements included in this report. 18 Table of Contents Item 4.
Biggest changeItem 3. Legal Proceedings The information required by this item is incorporated by reference to the information set forth in Item 15 of Part IV, “Exhibits, Financial Statement Schedules” Note 14 — Commitments and Contingencies, in the accompanying notes to the consolidated financial statements included in this report. 18 Table of Contents Item 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDuring the fiscal year ended August 31, 2024, the Company repurchased 34,250 shares at an average price of $236.32 per share, for a total cost of $8.1 million under this $50.0 million plan. No repurchase transactions were made during the fourth quarter of fiscal year 2024 . Item 6. [Reserved]
Biggest changeDuring the fiscal year ended August 31, 2025, the Company repurchased 50,250 shares at an average price of $245.06 per share, for a total cost of $12.3 million under this $50.0 million plan. Item 6. [Reserved] 20 Table of Contents
On October 15, 2024, the last reported sales price of our common stock on the NASDAQ Global Select Market was $260.85 per share, and there were 13,541,081 shares of common stock outstanding held by approximately 537 holders of record. Dividends We have historically paid regular quarterly cash dividends on our common stock.
On October 21, 2025, the last reported sales price of our common stock on the NASDAQ Global Select Market was $198.58 per share, and there were 13,527,835 shares of common stock outstanding held by approximately 526 holders of record. Dividends We have historically paid regular quarterly cash dividends on our common stock.
On December 12, 2023, our Board of Directors (“Board”) approved a 6% increase in the regular quarterly cash dividend, increasing it from $0.83 per share to $0.88 per share. On October 4, 2024, our Board declared a cash dividend of $0.88 per share payable on October 31, 2024 to stockholders of record on October 18, 2024.
On December 11, 2024, the Board approved a 7% increase in the regular quarterly cash dividend, increasing it from $0.88 per share to $0.94 per share. On October 9, 2025, our Board declared a cash dividend of $0.94 per share payable on October 31, 2025 to stockholders of record on October 20, 2025.
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On June 16, 2025, the Board approved the extension of the expiration date to August 31, 2026 for the 2023 Repurchase Plan.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThus, on a constant currency basis, net income would have increased by $2.2 million, or 3%, for fiscal year 2024 compared to the prior fiscal year. • Diluted earnings per common share for fiscal year 2024 were $5.11 versus $4.83 in the prior fiscal year. • During the first quarter of fiscal year 2025 we reclassified our homecare and cleaning product portfolios in the Americas and EIMEA segments to held for sale. 21 Table of Contents Results of Operations Fiscal Year Ended August 31, 2024 Compared to Fiscal Year Ended August 31, 2023 Operating Items The following table summarizes operating data for our consolidated operations (in thousands, except percentages and per share amounts): Fiscal Year Ended August 31, 2024 2023 Change from Prior Year Dollars Percent Net sales: WD-40 Multi-Use Product $ 452,925 $ 407,672 $ 45,253 11 % WD-40 Specialist 73,938 66,714 7,224 11 % Other maintenance products 31,173 29,172 2,001 7 % Total maintenance products 558,036 503,558 54,478 11 % HCCP (1) 32,521 33,697 (1,176) (3) % Total net sales 590,557 537,255 53,302 10 % Cost of products sold 275,330 263,035 12,295 5 % Gross profit 315,227 274,220 41,007 15 % Operating expenses 218,876 184,496 34,380 19 % Income from operations $ 96,351 $ 89,724 $ 6,627 7 % Net income $ 69,644 $ 65,993 $ 3,651 6 % EPS – diluted $ 5.11 $ 4.83 $ 0.28 6 % Shares used in diluted EPS 13,584 13,604 (20) 0 % (1) Homecare and cleaning products (“HCCP”) Net Sales by Segment The following table summarizes net sales by segment (in thousands, except percentages): Fiscal Year Ended August 31, 2024 2023 Change from Prior Year Dollars Percent Americas $ 281,883 $ 266,772 $ 15,111 6 % EIMEA 221,045 190,818 30,227 16 % Asia-Pacific 87,629 79,665 7,964 10 % Total $ 590,557 $ 537,255 $ 53,302 10 % 22 Table of Contents Americas Sales The following table summarizes net sales by product line for the Americas segment (in thousands, except percentages): Fiscal Year Ended August 31, 2024 2023 Change from Prior Year Dollars Percent WD-40 Multi-Use Product 216,769 202,651 14,118 7 % WD-40 Specialist 32,966 31,055 1,911 6 % Other maintenance products 17,289 16,642 647 4 % Total maintenance products 267,024 250,348 16,676 7 % HCCP 14,859 16,424 (1,565) (10) % Total net sales 281,883 266,772 15,111 6 % % of consolidated net sales 48 % 50 % CC Net sales – non-GAAP (1) $ 281,003 $ 266,772 $ 14,231 5 % Currency impact on current period – non-GAAP $ 880 (1) Current fiscal year constant currency (“CC”) net sales translated at the foreign currency exchange rates in effect for the corresponding period of the prior fiscal year, compared to prior period actual net sales.
Biggest changeExcluding this one-time benefit, on a non-GAAP basis, adjusted diluted EPS was $5.82. • During the fourth quarter of fiscal year 2025, we completed the sale of the Company’s business pertaining to homecare and cleaning products that are sold in EIMEA. • During the fiscal year ended August 31, 2025, we returned approximately $62.6 million to our stockholders through share repurchases and dividends. 21 Table of Contents Results of Operations Fiscal Year Ended August 31, 2025 Compared to Fiscal Year Ended August 31, 2024 Operating Items The following table summarizes operating data for our consolidated operations (in thousands, except percentages and per share amounts): Fiscal Year Ended August 31, 2025 2024 Change from Prior Year Dollars Percent Net sales: WD-40 Multi-Use Product $ 477,961 $ 452,925 $ 25,036 6 % WD-40 Specialist 81,962 73,938 8,024 11 % Other maintenance products 31,043 31,173 (130) — % Total maintenance products 590,966 558,036 32,930 6 % HCCP (1) 29,019 32,521 (3,502) (11) % Total net sales 619,985 590,557 29,428 5 % Cost of products sold 278,642 275,330 3,312 1 % Gross profit 341,343 315,227 26,116 8 % Operating expenses 237,550 218,876 18,674 9 % Income from operations $ 103,793 $ 96,351 $ 7,442 8 % Net income $ 90,994 $ 69,644 $ 21,350 31 % EPS – diluted $ 6.69 $ 5.11 $ 1.58 31 % Shares used in diluted EPS 13,567 13,584 (17) 0 % (1) Homecare and cleaning products (“HCCP”) Net Sales by Segment The following table summarizes net sales by segment (in thousands, except percentages): Fiscal Year Ended August 31, 2025 2024 Change from Prior Year Dollars Percent Americas $ 290,599 $ 281,883 $ 8,716 3 % EIMEA 236,434 221,045 15,389 7 % Asia-Pacific 92,952 87,629 5,323 6 % Total $ 619,985 $ 590,557 $ 29,428 5 % 22 Table of Contents Americas Sales The following table summarizes net sales by product line for the Americas segment, which includes the U.S., Canada and Latin America (in thousands, except percentages): Fiscal Year Ended August 31, 2025 2024 Change from Prior Year Dollars Percent WD-40 Multi-Use Product $ 224,811 $ 216,769 $ 8,042 4 % WD-40 Specialist 34,990 32,966 2,024 6 % Other maintenance products 17,033 17,289 (256) (1) % Total maintenance products 276,834 267,024 9,810 4 % HCCP 13,765 14,859 (1,094) (7) % Total net sales $ 290,599 $ 281,883 $ 8,716 3 % % of consolidated net sales 47 % 48 % The following table summarizes management’s estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the Americas segment (in millions): Change from Prior Year First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Increase in average selling price (1) $ 0.2 $ 0.3 $ 2.4 $ 0.3 $ 3.2 Increase (decrease) in sales volume (1) 6.3 3.1 2.4 (1.6) 10.2 Currency impact on current period – non-GAAP (1.1) (1.4) (1.8) (0.4) (4.7) Increase (decrease) in net sales $ 5.4 $ 2.0 $ 3.0 $ (1.7) $ 8.7 (1) Management’s estimates of changes in net sales attributable to volumes and the average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period.
For details on our uncertain tax positions, refer to the information set forth in Part IV—Item 15, “Exhibits, Financial Statement Schedules” Note 14 – Income Taxes. Critical Accounting Estimates Our results of operations and financial condition, as reflected in our consolidated financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America.
For details on our uncertain tax positions, refer to the information set forth in Part IV—Item 15, “Exhibits, Financial Statement Schedules” Note 15 — Income Taxes. Critical Accounting Estimates Our results of operations and financial condition, as reflected in our consolidated financial statements, have been prepared in accordance with accounting principles generally accepted in the United States of America.
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®, 1001®, Lava® and Solvol®. Our products are sold in various locations 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®. Our products are sold in various locations around the world.
Descriptions of impacts on our effective income tax rate are incorporated by reference to Part IV—Item 15, “Exhibits, Financial Statement Schedules” Note 14 – Income Taxes, included in this report.
Descriptions of impacts on our effective income tax rate are incorporated by reference to Part IV—Item 15, “Exhibits, Financial Statement Schedules” Note 15 — Income Taxes, included in this report.
We believe that our future cash from domestic and international operations, together with our access to funds available under our unsecured revolving credit facility, will provide adequate resources to fund short-term and long-term operating requirements, debt maturities, capital expenditures, dividend payments, acquisitions, new business development activities and share repurchases.
We believe that our future cash from domestic and international operations, together with our access to funds available under our unsecured revolving credit facility, will provide adequate resources to fund short-term and long-term operating requirements, capital expenditures, dividend payments, acquisitions, new business development activities and share repurchases.
Results for these performance measures may vary from period to period depending on various factors, including economic conditions such as the inflationary environment we have experienced in the last several fiscal years, and our level of investment in activities for the future such as those related to quality assurance, regulatory compliance, information technology, sustainability, and intellectual property protection in order to safeguard our WD-40 brand.
Results for these performance measures may vary from period to period depending on 29 Table of Contents various factors, including economic conditions such as the inflationary environment we have experienced in the last several fiscal years, and our level of investment in activities for the future such as those related to quality assurance, regulatory compliance, information technology, sustainability, and intellectual property protection in order to safeguard our WD-40 brand.
Fiscal Year Ended August 31, 2023 Compared to Fiscal Year Ended August 31, 2022 For discussion related to changes in financial condition and the results of operations for fiscal year 2023 compared to fiscal year 2022, refer to Part II—Item 7.
Fiscal Year Ended August 31, 2024 Compared to Fiscal Year Ended August 31, 2023 For discussion related to changes in financial condition and the results of operations for fiscal year 2024 compared to fiscal year 2023, refer to Part II—Item 7.
Cash Flows Fiscal Year Ended August 31, 2023 Compared to Fiscal Year Ended August 31, 2022 For discussion related to changes in the consolidated statements of cash flows for fiscal year 2023 compared to fiscal year 2022, refer to Part II—Item 7.
Cash Flows Fiscal Year Ended August 31, 2024 Compared to Fiscal Year Ended August 31, 2023 For discussion related to changes in the consolidated statements of cash flows for fiscal year 2024 compared to fiscal year 2023, refer to Part II—Item 7.
We review our assumptions and adjust these estimates accordingly on a quarterly basis. Our consolidated financial statements could be materially impacted if the actual promotion rates are different from the estimated rates. If our accrual estimates for sales incentives at August 31, 2024 were to differ by 10%, the impact on net sales would be approximately $1.4 million.
We review our assumptions and adjust these estimates accordingly on a quarterly basis. Our consolidated financial statements could be materially impacted if the actual promotion rates are different from the estimated rates. If our accrual estimates for sales incentives at August 31, 2025 were to differ by 10%, the impact on net sales would be approximately $1.2 million.
Dollar against the Pound Sterling may result in foreign currency related changes to the gross margin percentage in the EIMEA segment from period to period. • 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 26 Table of Contents expenses.
Dollar may result in foreign currency related changes to the gross margin percentage in the EIMEA segment from period to period. • 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2023, which was filed with the SEC on October 23, 2023.
Management’s Discussion and Analysis of Financial Condition and Results of Operations included 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2023, which was filed with the SEC on October 23, 2023.
Management’s Discussion and Analysis of Financial Condition and Results of Operations included 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.
Share Repurchase Plans The information required by this item is incorporated by reference to Part IV—Item 15, “Exhibits, Financial Statement Schedules” Note 10 — Share Repurchase Plan, included in this report. 33 Table of Contents Dividends We have historically paid regular quarterly cash dividends on our common stock.
Share Repurchase Plans The information required by this item is incorporated by reference to Part IV—Item 15, “Exhibits, Financial Statement Schedules” Note 11 — Share Repurchase Plan, included in this report. Dividends We have historically paid regular quarterly cash dividends on our common stock.
Advertising, promotional and other discounts that are given to our customers are recorded as a reduction to sales, whereas advertising and sales promotional costs associated with promotional activities that we pay to third parties are recorded as advertising and sales promotion expenses. • In the EIMEA segment, the majority of our cost of goods sold is denominated in Pound Sterling whereas sales are generated in Pound Sterling, Euro and the U.S.
Advertising, promotional and other discounts that are given to our customers are recorded as a reduction to sales, whereas advertising and sales promotional costs associated with promotional activities that we pay to third parties are recorded as advertising and sales promotion expenses. • In the EIMEA segment, the cost of our products sold are generated in the Pound Sterling and Euro.
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 $7.8 million on consolidated net sales for the fiscal year 2024.
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 unfavorable impact of $1.4 million on consolidated net sales for the fiscal year 2025.
At August 31, 2024, 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 August 31, 2024, we had a total of $46.7 million in cash and cash equivalents.
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 August 31, 2025, we had a total of $58.1 million in cash and cash equivalents.
Dollar and the Euro against the Pound Sterling. Provision for Income Taxes The provision for income taxes was 23.9% and 22.5% of income before income taxes for the fiscal years ended August 31, 2024 and 2023, respectively.
Dollar against the Pound Sterling. Provision for Income Taxes The provision for income taxes was 10.5% and 23.9% of income before income taxes for the fiscal years ended August 31, 2025 and 2024, respectively.
Net Income Net income was $69.6 million, or $5.11 per common share on a fully diluted basis, for fiscal year 2024 compared to $66.0 million, or $4.83 per common share on a fully diluted basis, for the prior fiscal year.
Net Income Net income was $91.0 million, or $6.69 per common share on a fully diluted basis, for fiscal year 2025 compared to $69.6 million, or $5.11 per common share on a fully diluted basis, for the prior fiscal year.
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.
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.
Increases in sales volume favorably impacted net sales by approximately $41.3 million from period to period. Increases in the average selling price of our products positively impacted net sales by approximately $4.2 million from period to period, primarily due to sales price increases implemented in certain regions during the prior fiscal year.
Increases in the average selling price of our products positively impacted net sales by approximately $5.6 million from period to period, primarily due to sales price increases implemented in certain regions during the prior fiscal year.
Asia-Pacific Asia-Pacific Operating Income – Fiscal Year Ended – August 31, 2024 Compared to August 31, 2023 Income from operations for the Asia-Pacific segment increased to $29.7 million, up $3.8 million, or 15%, primarily due to a $8.0 million increase in sales and a higher gross margin, partially offset by an increase in operating expenses.
Asia-Pacific Asia-Pacific Operating Income – Fiscal Year Ended – August 31, 2025 Compared to August 31, 2024 Income from operations for the Asia-Pacific segment increased to $30.8 million, up $1.1 million, or 4%, primarily due to a $5.3 million increase in sales and a slightly higher gross margin, partially offset by an increase in operating expenses.
These costs totaled $17.3 million and $17.1 million for the fiscal years ended August 31, 2024 and 2023, respectively.
These costs totaled $18.2 million and $17.3 million for the fiscal years ended August 31, 2025 and 2024, respectively.
Cash Flows The following table summarizes our cash flows by category for the periods presented (in thousands): Fiscal Year Ended August 31, 2024 2023 2022 Net cash provided by operating activities $ 92,034 $ 98,391 $ 2,604 Net cash used in investing activities (9,735) (6,216) (7,691) Net cash used in financing activities (83,936) (85,048) (38,011) Effect of exchange rate changes on cash and cash equivalents 193 3,173 (5,020) Net (decrease) increase in cash and cash equivalents $ (1,444) $ 10,300 $ (48,118) 32 Table of Contents Operating Activities Net cash provided by operating activities decreased $6.4 million to $92.0 million for fiscal year 2024.
Cash Flows The following table summarizes our cash flows by category for the periods presented (in thousands): Fiscal Year Ended August 31, 2025 2024 2023 Net cash provided by operating activities $ 87,925 $ 92,034 $ 98,391 Net cash used in investing activities (2,388) (9,735) (6,216) Net cash used in financing activities (74,116) (83,936) (85,048) Effect of exchange rate changes on cash and cash equivalents 10 193 3,173 Net increase (decrease) in cash and cash equivalents $ 11,431 $ (1,444) $ 10,300 Operating Activities Net cash provided by operating activities decreased $4.1 million to $87.9 million for fiscal year 2025.
Gross Profit The following general information is important when assessing fluctuations in our gross margin: • There is often a delay before changes in costs of raw materials, such as specialty chemicals used in the formulation of our products, impact cost of products sold due to production and inventory life cycles.
Our homecare and cleaning businesses in the Asia-Pacific segment are not held for sale. 25 Table of Contents Gross Profit The following general information is important when assessing fluctuations in our gross margin: • There is often a delay before changes in costs of raw materials, such as specialty chemicals used in the formulation of our products, impact cost of products sold due to production and inventory life cycles.
EIMEA Sales – Fiscal Year Ended – August 31, 2024 Compared to August 31, 2023 Net sales increased in the EIMEA segment from period to period, highlighted by the following: • WD-40 Multi-Use Product sales increased $25.5 million, or 18%, primarily due to higher sales volume.
EIMEA Sales – Fiscal Year Ended – August 31, 2025 Compared to August 31, 2024 Net sales increased in the EIMEA segment from period to period, highlighted by the following: • WD-40 Multi-Use Product sales increased $13.2 million, or 8%, primarily due to higher sales volume across nearly all regions.
However, we intend to focus our resources and investments from the potential sale of those brands on growing our higher growth and higher gross margin core business. 30 Table of Contents The following table summarizes the results of these performance measures: Fiscal Year Ended August 31, 2024 2023 2022 Gross margin – GAAP 53 % 51 % 49 % Cost of doing business as a percentage of net sales – non-GAAP 36 % 33 % 31 % Adjusted EBITDA as a percentage of net sales – non-GAAP (1) 18 % 18 % 18 % (1) Percentages may not aggregate to Adjusted EBITDA percentage due to rounding and because amounts recorded in other income (expense), net on our consolidated statement of operations are not included as an adjustment to earnings in the Adjusted EBITDA calculation.
The following table summarizes the results of these performance measures: Fiscal Year Ended August 31, 2025 2024 2023 Gross margin – GAAP 55 % 53 % 51 % Cost of doing business as a percentage of net sales – non-GAAP 37 % 36 % 33 % Adjusted EBITDA as a percentage of net sales – non-GAAP (1) 18 % 18 % 18 % (1) Percentages may not aggregate to Adjusted EBITDA percentage due to rounding and because amounts recorded in other income (expense), net on our consolidated statements of operations are not included as an adjustment to earnings in the Adjusted EBITDA calculation.
Through an analysis of end-of-period shipments for these particular sales, we estimate the time of transit and delivery of product to our customers to determine whether revenue should be recognized during the current 34 Table of Contents reporting period for such shipments.
For certain of our sales we must make judgments and certain assumptions in order to determine when delivery has occurred. Through an analysis of end-of-period shipments for these particular sales, we estimate the time of transit and delivery of product to our customers to determine whether revenue should be recognized during the current reporting period for such shipments.
Dollar. The strengthening or weakening of the Euro and U.S.
The strengthening or weakening of the Pound Sterling and Euro against the U.S.
Americas Sales – Fiscal Year Ended – August 31, 2024 Compared to August 31, 2023 Net sales in the Americas segment increased from period to period, highlighted by the following: • WD-40 Multi-Use Product sales increased $14.1 million, or 7%, primarily due to the increase in Latin America of $14.8 million, or 40%.
Americas Sales – Fiscal Year Ended – August 31, 2025 Compared to August 31, 2024 Net sales in the Americas segment increased from period to period, highlighted by the following: • WD-40 Multi-Use Product sales increased $8.0 million, or 4%, primarily due to increases in Latin America and U.S. of $6.2 million and $2.4 million, respectively.
Investing Activities Net cash used in investing activities increased $3.5 million to $9.7 million for fiscal year 2024, primarily due to the purchase of our Brazilian distributor, Theron, as we shifted from an indirect distribution model to a direct model. Financing Activities Net cash used in financing activities decreased $1.1 million to $83.9 million for fiscal year 2024.
Investing Activities Net cash used in investing activities decreased $7.3 million to $2.4 million for fiscal year 2025 primarily due to the prior year acquisition of a Brazilian distributor for $6.2 million as we shifted from an indirect distribution model to a direct model in the fiscal year 2024.
The following table summarizes gross margin and gross profit (in thousands, except percentages): Fiscal Year Ended August 31, 2024 2023 Change from Prior Year Gross profit $ 315,227 $ 274,220 $ 41,007 Gross margin 53.4 % 51.0 % 240 bps (1) (1) Basis points (“bps”) change in gross margin.
The following table summarizes gross margin and gross profit (in thousands, except percentages): Fiscal Year Ended August 31, 2025 2024 Change from Prior Year Gross profit $ 341,343 $ 315,227 $ 26,116 Gross margin 55.1 % 53.4 % 170 bps (1) (1) Basis points (“bps”) change in gross margin.
Asia-Pacific Sales The following table summarizes net sales by product line for the Asia-Pacific segment (in thousands, except percentages): Fiscal Year Ended August 31, 2024 2023 Change from Prior Year Dollars Percent WD-40 Multi-Use Product 67,706 62,056 5,650 9 % WD-40 Specialist 10,096 8,630 1,466 17 % Other maintenance products 1,143 1,023 120 12 % Total maintenance products 78,945 71,709 7,236 10 % HCCP 8,684 7,956 728 9 % Total net sales 87,629 79,665 7,964 10 % % of consolidated net sales 15 % 14 % CC Net sales – non-GAAP (1) $ 88,754 $ 79,665 $ 9,089 11 % Currency impact on current period – non-GAAP $ (1,125) (1) Current fiscal year constant currency net sales translated at the foreign currency exchange rates in effect for the corresponding period of the prior fiscal year, compared to prior period actual net sales. 25 Table of Contents The following table summarizes management’s estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the Asia-Pacific segment (in millions): Change from Prior Year First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Increase (decrease) in average selling price (1) $ 1.6 $ 1.4 $ (0.1) $ — $ 2.9 Increase (decrease) in sales volume (1) 0.3 (0.3) 3.0 3.2 6.2 Currency impact on current period – non-GAAP (0.4) (0.3) (0.4) — (1.1) Increase in net sales $ 1.5 $ 0.8 $ 2.5 $ 3.2 $ 8.0 (1) Management’s estimates of changes in net sales attributable to volumes and the average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period.
Asia-Pacific Sales The following table summarizes net sales by product line for the Asia-Pacific segment, which includes Australia, China and other countries in the Asia region (in thousands, except percentages): Fiscal Year Ended August 31, 2025 2024 Change from Prior Year Dollars Percent WD-40 Multi-Use Product $ 71,546 $ 67,706 $ 3,840 6 % WD-40 Specialist 11,321 10,096 1,225 12 % Other maintenance products 1,047 1,143 (96) (8) % Total maintenance products 83,914 78,945 4,969 6 % HCCP 9,038 8,684 354 4 % Total net sales $ 92,952 $ 87,629 $ 5,323 6 % % of consolidated net sales 15 % 15 % The following table summarizes management’s estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the Asia-Pacific segment (in millions): Change from Prior Year First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Increase (decrease) in average selling price (1) $ 0.5 $ (1.1) $ — $ 0.8 $ 0.2 (Decrease) increase in sales volume (1) (2.1) 1.3 1.7 4.4 5.3 Currency impact on current period – non-GAAP 0.6 (0.5) (0.2) (0.1) (0.2) (Decrease) increase in net sales $ (1.0) $ (0.3) $ 1.5 $ 5.1 $ 5.3 (1) Management’s estimates of changes in net sales attributable to volumes and the average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period.
See Note 9 – Debt for additional information on these agreements. 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.
See Note 10 — Debt, incorporated by reference to Part IV—Item 15, “Exhibits, Financial Statement Schedules” for additional information on these agreements. 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.
Americas Americas Operating Income – Fiscal Year Ended – August 31, 2024 Compared to August 31, 2023 Income from operations for the Americas increased to $65.0 million, up $4.2 million, or 7%, due to a $15.1 million increase in sales and a higher gross margin, partially offset by higher operating expenses.
EIMEA EIMEA Operating Income – Fiscal Year Ended – August 31, 2025 Compared to August 31, 2024 Income from operations for the EIMEA segment increased to $52.3 million, up $5.5 million, or 12%, primarily due to a $15.4 million increase in sales and a higher gross margin, which was partially offset by higher operating expenses.
On December 12, 2023, our Board approved a 6% increase in the regular quarterly cash dividend, increasing it from $0.83 per share to $0.88 per share. On October 4, 2024, our Board declared a cash dividend of $0.88 per share payable on October 31, 2024 to stockholders of record on October 18, 2024.
On December 11, 2024, our Board approved a 7% increase in the regular quarterly cash dividend, increasing it from $0.88 per share to $0.94 per share. On October 9, 2025, our Board declared a cash dividend of $0.94 per share payable on October 31, 2025 to stockholders of record at the close of business on October 20, 2025.
These performance measures are part of our current 55/30/25 business model, which includes gross margin, cost of doing business, and earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), the latter two of which are non-GAAP performance measures.
These performance measures are part of our current 55/30/25 business model, which includes gross margin, cost of doing business, and Adjusted EBITDA (defined below), the latter two of which are non-GAAP performance measures.
Under the 2023 Repurchase Plan, which became effective on September 1, 2023, we are authorized to acquire up to $50.0 million of our outstanding shares through August 31, 2025, of which $41.9 million remained available for the repurchase of shares of common stock as of August 31, 2024.
We are authorized to acquire up to $50.0 million of our outstanding shares through August 31, 2026, of which $29.6 million remained available for the repurchase of shares of common stock as of August 31, 2025.
Changes in our working capital increased net cash provided by operating activities by $4.6 million for the fiscal year 2024, compared to a $19.5 million increase in the prior fiscal year. The unfavorable net change in working capital was primarily attributable to changes in inventory and trade and other accounts receivable.
Changes in our working capital decreased net cash provided by operating activities by $10.5 million for the fiscal year 2025, compared to a $4.6 million increase in the prior fiscal year. This unfavorable $15.1 million net change in working capital was primarily due to changes in inventory, other assets, and accrued payroll.
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.
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.
Asia-Pacific Sales – Fiscal Year Ended – August 31, 2024 Compared to August 31, 2023 Net sales in the Asia-Pacific segment increased from period to period, highlighted by the following: • WD-40 Multi-Use Product sales increased $5.7 million, or 9%.
Asia-Pacific Sales – Fiscal Year Ended – August 31, 2025 Compared to August 31, 2024 Net sales in the Asia-Pacific segment increased from period to period, highlighted by the following: • WD-40 Multi-Use Product sales increased $3.8 million, or 6%, primarily due to sales increases in China and Asia distributor markets of $2.1 million and $1.1 million, respectively.
This team leverages its development capabilities by collaborating with a network of outside resources including our current and prospective third-party contract manufacturers.
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.
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.
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 31 Table of Contents Agreement.
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 9 – Debt for additional information on these financial covenants.
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.
For additional details on these borrowings, including ability and intent assessment on our credit facility agreement with Bank of America, N.A., refer to the information set forth in Part IV—Item 15, “Exhibits, Financial Statement Schedules”, Note 9 – Debt.
For additional details on these borrowings, including ability and intent assessment on our credit facility agreement with Bank of America, N.A., refer to the information set forth in Part IV—Item 15, “Exhibits, Financial Statement Schedules”, Note 10 — Debt. 33 Table of Contents We have ongoing relationships with various suppliers (contract manufacturers) that manufacture the Company’s products, and third-party distribution centers that warehouse and ship the Company’s products to customers as well as adhere to certain minimum purchase obligations with these contract manufacturers.
Canada, in particular, saw an increase in sales of $0.8 million, or 46% from period to period primarily due to premiumization of the Specialist product line in the region. • Other maintenance product sales remained relatively constant from period to period. 23 Table of Contents • Homecare and cleaning product sales decreased $1.6 million, or 10%, primarily due to 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.
Other contributing factors include increased promotional activities in many regions of our direct markets such as DACH and France. • Homecare and cleaning product sales decreased $2.8 million, or 31%, 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.
Reconciliations of these non-GAAP financial measures to our financial statements as prepared in accordance with GAAP are as follows: Cost of Doing Business (in thousands, except percentages): Fiscal Year Ended August 31, 2024 2023 2022 Total operating expenses – GAAP $ 218,876 $ 184,496 $ 167,435 Amortization (1) (2,327) (1,005) (1,434) Depreciation (in operating departments) (4,112) (4,147) (4,369) Cost of doing business $ 212,437 $ 179,344 $ 161,632 Net sales $ 590,557 $ 537,255 $ 518,820 Cost of doing business as a percentage of net sales – non-GAAP 36 % 33 % 31 % (1) Includes amortization of definite-lived intangible assets and cloud computing amortization.
Reconciliations of these non-GAAP financial measures to our financial statements as prepared in accordance with GAAP are as follows: Cost of Doing Business (in thousands, except percentages): Fiscal Year Ended August 31, 2025 2024 2023 Total operating expenses – GAAP $ 237,550 $ 218,876 $ 184,496 Amortization (1) (in operating departments) (1,868) (2,327) (1,005) Depreciation (in operating departments) (3,634) (4,112) (4,147) Cost of doing business $ 232,048 $ 212,437 $ 179,344 Net sales $ 619,985 $ 590,557 $ 537,255 Cost of doing business as a percentage of net sales – non-GAAP 37 % 36 % 33 % (1) Includes amortization of definite-lived intangible assets and cloud computing amortization. 30 Table of Contents Adjusted EBITDA (in thousands, except percentages): Fiscal Year Ended August 31, 2025 2024 2023 Net income – GAAP $ 90,994 $ 69,644 $ 65,993 Provision for income taxes 10,632 21,864 19,170 Interest income (517) (474) (231) Interest expense 3,441 4,287 5,614 Amortization (1)(2) 2,254 2,327 1,005 Depreciation (2) 7,622 8,350 7,146 Adjusted EBITDA $ 114,426 $ 105,998 $ 98,697 Net sales $ 619,985 $ 590,557 $ 537,255 Adjusted EBITDA as a percentage of net sales – non-GAAP 18 % 18 % 18 % (1) Includes amortization of definite-lived intangible assets and cloud computing amortization.
Interest Expense Interest expense decreased $1.3 million primarily due to a decrease in weighted average outstanding balance on our revolving credit facility slightly offset by higher interest rates related to draws on this credit facility. 29 Table of Contents Other (Expense) Income, Net Other (expense) income, net changed by $1.9 million from period to period which was primarily due to net foreign currency gains during fiscal year 2023 as compared to net foreign currency exchange losses in fiscal year 2024 due to fluctuations in the foreign currency exchange rates for both the U.S.
Other Income (Expense), Net Other income (expense), net changed by $1.8 million from period to period which was primarily due to net foreign currency losses during fiscal year 2024 as compared to net foreign currency exchange gains in fiscal year 2025 due to fluctuations in the foreign currency exchange rates for both the Euro and the U.S.
During the first quarter of fiscal year 2025 we reclassified our homecare and cleaning product portfolios in the Americas and EIMEA segments to held for sale.
During the fiscal year 2025, our homecare and cleaning business in EIMEA was sold and we have reclassified our homecare and cleaning business in Americas to held for sale. Our homecare and cleaning business in the Asia-Pacific segment continues to be held for use.
Results from Brazil continue to be reported in the Americas segment for the fiscal year ended August 31, 2024. Highlights The following summarizes the financial and operational highlights for our business during the fiscal year ended August 31, 2024: • Consolidated net sales increased $53.3 million, or 10%, for fiscal year 2024 compared to the prior fiscal year.
Highlights The following summarizes the financial and operational highlights for our business during the fiscal year ended August 31, 2025: • Consolidated net sales increased $29.4 million, or 5%, for fiscal year 2025 compared to the prior fiscal year. Increases in sales volume favorably impacted net sales by approximately $25.2 million from period to period.
These expenses are reported separate from our identified segments and are included in Selling, General and Administrative expenses on our consolidated statements of operations.
These expenses are reported separate from our identified segments and are included in Selling, General and Administrative expenses on our consolidated statements of operations. Americas Americas Operating Income – Fiscal Year Ended – August 31, 2025 Compared to August 31, 2024 Income from operations for the Americas remained relatively constant year over year.
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 Pound Sterling against the U.S. Dollar.
Dollar terms was not significant in both fiscal years 2025 and 2024, and was an increase in cash of $3.2 million in fiscal year 2023. 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.
These favorable impacts were partially offset by increases in the costs of aerosol cans and filling fees at our third-party manufacturers. Operating expenses increased $8.6 million due to higher employee-related costs as a result of increased headcount and annual compensation increases.
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 $7.7 million primarily due to higher employee-related costs as a result of increased headcount, higher accrued incentive compensation and annual compensation increases.
As of August 31, 2024, $20.0 million of the facility was classified as long-term and was entirely denominated in Euros. $7.8 million was classified as short-term and was entirely denominated in U.S. Dollars. In the United States, we held $66.8 million in fixed rate long-term borrowings as of August 31, 2024, consisting of senior notes under our Note Agreement.
In the United States, we held $66.0 million in fixed rate long-term borrowings as of August 31, 2025, consisting of senior notes under our Note Agreement. We paid $0.8 million in principal payments on our Series A Notes during fiscal year 2025.
Non-Operating Items The following table summarizes non-operating income and expenses for our consolidated operations (in thousands): Fiscal Year Ended August 31, 2024 2023 Change Interest income $ 474 $ 231 $ 243 Interest expense $ 4,287 $ 5,614 $ (1,327) Other (expense) income, net $ (1,030) $ 822 $ (1,852) Provision for income taxes $ 21,864 $ 19,170 $ 2,694 Interest Income Interest income was not significant for both the fiscal years ended August 31, 2024 and 2023.
Operating income as a percentage of net sales decreased from 33.9% to 33.1% period over period. 28 Table of Contents Non-Operating Items The following table summarizes non-operating income and expenses for our consolidated operations (in thousands): Fiscal Year Ended August 31, 2025 2024 Change Interest income $ 517 $ 474 $ 43 Interest expense $ 3,441 $ 4,287 $ (846) Other income (expense), net $ 757 $ (1,030) $ 1,787 Provision for income taxes $ 10,632 $ 21,864 $ (11,232) Interest Income Interest income was not significant for both the fiscal years ended August 31, 2025 and 2024.
Income from Operations by Segment The following table summarizes income from operations by segment (in thousands, except percentages): Fiscal Year Ended August 31, 2024 2023 Change from Prior Year Dollars Percent Americas $ 65,037 $ 60,797 $ 4,240 7 % EIMEA 46,809 39,456 7,353 19 % Asia-Pacific 29,714 25,888 3,826 15 % Unallocated corporate (1) (45,209) (36,417) (8,792) (24) % Total $ 96,351 $ 89,724 $ 6,627 7 % (1) Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the business segments.
Therefore, our total expenditure on A&P activities totaled $71.7 million and $66.6 million for the fiscal years ended August 31, 2025 and 2024, respectively. 27 Table of Contents Income from Operations by Segment The following table summarizes income from operations by segment (in thousands, except percentages): Fiscal Year Ended August 31, 2025 2024 Change from Prior Year Dollars Percent Americas $ 65,393 $ 65,037 $ 356 1 % EIMEA 52,331 46,809 5,522 12 % Asia-Pacific 30,813 29,714 1,099 4 % Unallocated corporate (1) (44,744) (45,209) 465 1 % Total $ 103,793 $ 96,351 $ 7,442 8 % (1) Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the business segments.
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. 27 Table of Contents Advertising and Sales Promotion (“A&P”) Expenses Fiscal Year Ended August 31, 2024 2023 Change from Prior Year Dollars Percent A&P expenses $ 33,911 $ 28,807 $ 5,104 18 % % of net sales 5.7 % 5.4 % A&P Expenses – Fiscal Year Ended – August 31, 2024 Compared to August 31, 2023 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.
Advertising and Sales Promotion (“A&P”) Expenses Fiscal Year Ended August 31, 2025 2024 Change from Prior Year Dollars Percent A&P expenses $ 37,431 $ 33,911 $ 3,520 10 % % of net sales 6.0 % 5.7 % A&P Expenses – Fiscal Year Ended – August 31, 2025 Compared to August 31, 2024 The increase in A&P expenses was primarily due to a higher level of promotional programs and marketing support, particularly in certain countries in the EIMEA segment as well as U.S. and China.
Operating expenses increased $3.0 million from period to period primarily due to higher employee-related costs, including increased accrued incentive compensation. In addition, operating expenses increased as a result of a higher level of A&P expenses, professional service costs and travel and meeting expenses. Operating income as a percentage of net sales increased from 32.5% to 33.9% period over period.
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. Operating income as a percentage of net sales increased from 21.2% to 22.1% period over period.
The following table summarizes management’s estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the EIMEA segment (in millions): Change from Prior Year First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Increase (decrease) in average selling price (1) $ 0.7 $ 0.0 $ (1.2) $ (0.7) $ (1.2) Increase in sales volume (1) 3.7 5.1 6.5 8.0 23.3 Currency impact on current period – non-GAAP 3.6 2.4 1.6 0.5 8.1 Increase in net sales $ 8.0 $ 7.5 $ 6.9 $ 7.8 $ 30.2 (1) Management’s estimates of changes in net sales attributable to volumes and the average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period.
EIMEA Sales T he following table summarizes net sales by pr oduct line for the EIMEA segme nt, which includes Europe, India, the Middle East and Africa (in thousands, except percentages): Fiscal Year Ended August 31, 2025 2024 Change from Prior Year Dollars Percent WD-40 Multi-Use Product $ 181,604 $ 168,450 $ 13,154 8 % WD-40 Specialist 35,651 30,876 4,775 15 % Other maintenance products 12,963 12,741 222 2 % Total maintenance products 230,218 212,067 18,151 9 % HCCP 6,216 8,978 (2,762) (31) % Total net sales $ 236,434 $ 221,045 $ 15,389 7 % % of consolidated net sales 38 % 37 % The following table summarizes management’s estimates of effects on net sales of changes in price, volume and foreign currency exchange rate impacts for the EIMEA segment (in millions): Change from Prior Year First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Increase (decrease) in average selling price (1) $ 0.5 $ 0.9 $ 1.7 $ (0.9) $ 2.2 Increase (decrease) in sales volume (1) 6.2 7.4 (4.8) 0.9 9.7 Currency impact on current period – non-GAAP 2.0 (3.0) 0.4 4.1 3.5 Increase (decrease) in net sales $ 8.7 $ 5.3 $ (2.7) $ 4.1 $ 15.4 (1) Management’s estimates of changes in net sales attributable to volumes and the average selling price of our products are impacted by differences in sales mix related to products, markets and distribution channels from period to period.
Operating expenses increased $14.0 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.
Gross margin for the Asia-Pacific segment increased slightly from 58.0% to 58.7%. Operating expenses increased $2.6 million from period to period primarily due to higher employee-related costs. In addition, operating expenses increased as a result of a higher level of A&P expenses, professional service costs and travel and meeting expenses.
Gross margin for the Americas segment increased from 48.9% to 50.9% primarily due to the favorable impact of price increases and decreases to costs of petroleum-based specialty chemicals as well as lower warehousing, distribution and freight costs from period to period.
Gross margin for the Americas segment increased from 50.9% to 52.1% primarily due to decreases in the costs of petroleum-based specialty chemicals, increases in average selling prices and a lower level of discounts that we gave to our customers.
In addition, sales in China increased $1.6 million, or 8%, due to increased sales volume from successful promotional programs and marketing activities throughout fiscal year 2024. • WD-40 Specialist sales increased $1.5 million, or 17%, primarily due to increased sales volume in China due to successful promotional programs and marketing activities as well as increased sales volume due to distribution of a motorbike product line new to the region. • Homecare and cleaning product sales increased $0.7 million or 9%.
Sales in Asia distributor markets increased due to higher sales volume from successful promotional programs and marketing activities. • WD-40 Specialist sales increased $1.2 million, or 12%, primarily due to increased sales volumes in China and Asia distributor markets as a result of successful promotional programs and marketing activities. • Homecare and cleaning product sales increased $0.4 million or 4%, primarily due to increased sales volume as a result of successful relaunch of the Solvol soap bar in Australia.
Gross Margin – Fiscal Year Ended – August 31, 2024 Compared to August 31, 2023 Gross margin increased 240 bps primarily due to the following favorable impacts: Favorable Explanations 130 bps Favorable sales mix and other miscellaneous mix impacts 80 bps Lower costs of specialty chemicals used in the formulation of our products 80 bps Lower warehousing, distribution and freight costs, primarily in the Americas segment Selling, General and Administrative (“SG&A”) Expenses Fiscal Year Ended August 31, 2024 2023 Change from Prior Year Dollars Percent SG&A expenses $ 183,859 $ 154,684 $ 29,175 19 % % of net sales 31.1 % 28.8 % SG&A Expenses – Fiscal Year Ended – August 31, 2024 Compared to August 31, 2023 The increase in SG&A expenses was primarily due to increases in employee-related costs of $16.1 million primarily due to an increase in accrued incentive compensation of $8.8 million, as well as annual compensation increases and higher headcount.
Selling, General and Administrative (“SG&A”) Expenses Fiscal Year Ended August 31, 2025 2024 Change from Prior Year Dollars Percent SG&A expenses $ 199,936 $ 183,859 $ 16,077 9 % % of net sales 32.2 % 31.1 % 26 Table of Contents SG&A Expenses – Fiscal Year Ended – August 31, 2025 Compared to August 31, 2024 The increase in SG&A expenses was primarily due to increases in employee-related costs of $10.4 million primarily due to higher accrued incentive compensation, annual compensation increases, higher stock-based compensation expense and higher headcount.
Unfavorable changes in foreign currency exchange rates increased SG&A expenses by $2.1 million from period to period. 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.
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 for the fiscal years ended August 31, 2025 and 2024 were $8.7 million and $8.0 million, respectively.
This favorable impact from changes in foreign currency exchange rates mainly came from our EIMEA segment, which accounted for 37% of our consolidated sales for the fiscal year ended August 31, 2024. • Gross profit as a percentage of net sales increased to 53.4% for fiscal year 2024 compared to 51.0% for the prior fiscal year. • Consolidated net income increased $3.7 million, or 6%, for fiscal year 2024 compared to the corresponding period of the prior fiscal year.
Gross profit as a percentage of net sales increased to 55.1% for fiscal year 2025 compared to 53.4% for the prior fiscal year. • Consolidated net income increased $21.4 million, or 31%, for fiscal year 2025 compared to the corresponding period of the prior fiscal year.
Our targets for gross margin and these other performance measures are long-term in nature and we expect to make progress towards them over time. Given the anticipated divestiture of certain of our household brands, progression on certain aspects of our business model may be challenged if the potential divestiture occurs.
Our targets for gross margin, cost of doing business and Adjusted EBITDA are long-term in nature. We expect to make progress towards our cost of doing business and Adjusted EBITDA targets over time.
Changes in foreign currency exchange rates from period to period had a favorable impact of $1.5 million on consolidated net income for fiscal year 2024.
Changes in foreign currency exchange rates from period to period had an insignificant effect on consolidated net income for fiscal year 2025. • Diluted earnings per common share for fiscal year 2025 were $6.69 versus $5.11 in the prior fiscal year.
Changes in foreign currency exchange rates primarily in EIMEA segment had a $0.9 million unfavorable impact on A&P expenses from period to period. Total promotional costs recorded as a reduction to sales were $32.7 million and $29.1 million, or 5.5% and 5.4% of net sales, for the fiscal years ended August 31, 2024 and 2023, respectively.
Total promotional costs recorded as a reduction to sales were $34.3 million and $32.7 million for the fiscal years ended August 31, 2025 and 2024, respectively.
The combination of recovering volumes and increased selling prices resulted in higher sales across most regions. Sales increased most significantly for our direct markets in France, the DACH and Benelux regions, and Iberia, which were up $5.2 million, $5.0 million and $2.1 million, respectively.
Sales in direct markets increased significantly in France, Iberia, Benelux, and Italy which were up $3.3 million, $2.0 million, $2.0 million, and $1.7 million, respectively. Sales to our marketing distributors in various regions, increased $1.5 million, most predominately in areas such as India, Croatia, and Romania, primarily due to increased distribution, higher levels of demand and timing of customer orders.
This change was primarily due to lower net repayments on our revolving credit facility which was $25.4 million during the fiscal year, compared to $28.4 million in the prior fiscal year, as well as decreases in treasury stock purchases of $2.3 million during the fiscal year compared to the prior period.
This decrease is primarily due to lower net repayments on our revolving credit facility of $17.5 million. This decrease in net cash used in financing activity was partially offset by an increase of $4.2 million in treasury stock purchases and an increase in dividends paid to our stockholders of $3.1 million.
Trade and other accounts receivable increased significantly during fiscal year 2024 as a result of higher sales and timing of collection of payments from customers. These unfavorable changes in working capital were partially offset by favorable changes in accounts payable, accrued liabilities, accrued payroll and related expenses.
In addition, net cash provided by operating activities decreased by $7.0 million due to significantly lower accruals for earned incentive compensation in fiscal year 2025 as compared to fiscal year 2024. 32 Table of Contents These unfavorable changes in working capital were partially offset by favorable changes in trade and other accounts receivable balances of $15.8 million primarily due to the timing of collection of payments from customers in the United States.
In addition, professional services fees increased due to costs associated with the development of a direct market in Brazil. Travel and meeting expense increased SG&A expense by $2.5 million primarily as a result of increased travel related to geographic expansion and other initiatives aligned with our strategic framework.
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. Travel and meeting expenses increased $1.3 million as a result of additional travel related to geographic expansion and other initiatives aligned with our strategic framework.
For additional information on income tax matters, see Part IV—Item 15, “Exhibits, Financial Statement Schedules” Note 14 — Income Taxes, included in this report.
For additional details on these purchase commitments, refer to the information set forth in Part IV—Item 15, “Exhibits, Financial Statement Schedules” Note 14 — Commitments and Contingencies. We have also recorded a liability for uncertain tax positions.
Cash flows from operating activities depend heavily on operating performance and changes in working capital. Our primary source of operating cash flows for fiscal year ended August 31, 2024 was net income of $69.6 million, which increased $3.7 million from period to period.
Cash flows from operating activities depend heavily on operating performance and changes in working capital.
Gross margin for the EIMEA segment increased from 52.2% to 54.7% primarily due to favorable changes from foreign currency exchange rates and changes in sales mix and market mix, as well as the combined impact of decreases in the costs of petroleum-based specialty chemicals and aerosol cans from period to period.
Gross margin for the EIMEA segment increased from 54.7% to 57.3% primarily due to the favorable impact of increases in average selling price and decreases in the cost of aerosol cans and other input costs. Operating expenses increased $8.9 million primarily due to higher employee-related costs as a result of annual compensation increases and increased headcount.
Removed
Use of Non-GAAP Constant Currency In order to show the impact of changes in foreign currency exchange rates on our results of operations, we have included constant currency disclosures, where necessary, in the Overview and Results of Operations sections which follow.
Added
During the second quarter of fiscal year 2025, we released an uncertain tax position that generated a favorable income tax adjustment.
Removed
Constant currency disclosures represent the translation of our current fiscal year revenues, expenses and net income from the functional currencies of our subsidiaries to U.S. Dollars using the exchange rates in effect for the corresponding period of the prior fiscal year.
Added
Sales in Brazil increased $6.7 million primarily due to operating under a direct model for the full fiscal year. In the third quarter of fiscal year 2024, we acquired a Brazilian distributor and shifted from an indirect distribution model to a direct model.
Removed
Results on a constant currency basis are not in accordance with accounting principles generally accepted in the United States of America (“non-GAAP”) and should be considered in addition to, not as a substitute for, results prepared in accordance with U.S. GAAP.
Added
In addition, sales in other Latin American markets increased $1.0 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 a higher level of promotional programs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+3 added−3 removed1 unchanged
Biggest changeFor additional details on our long-term borrowings as of August 31, 2024, refer to the information set forth in Part IV—Item 15, “Exhibits, Financial Statement Schedules” and Note 9 – Debt. Interest rates associated with this revolving credit facility are based on the following rates: • Secured Overnight Financing Rate (U.S.
Biggest changeIn addition, we had $66.0 million in fixed rate borrowings consisting of senior notes under our note purchase agreements as of August 31, 2025. For additional details on our long-term borrowings as of August 31, 2025, refer to the information set forth in Part IV—Item 15, “Exhibits, Financial Statement Schedules” and Note 10 — Debt.
Based on the outstanding balance on our revolving credit facility as of August 31, 2024, the annualized effect of a one percentage point increase in variable interest rates would have resulted in a pretax reduction of our earnings and cash flows of approximately $0.3 million in fiscal year 2024.
Based on the outstanding balance on our revolving credit facility as of August 31, 2025, the annualized effect of a one percentage point increase in variable interest rates would have resulted in a pretax reduction of our earnings and cash flows of approximately $0.3 million in fiscal year 2025.
Dollar borrowings) • Sterling Overnight Index Average Reference Rate (Pound Sterling borrowings) • Euro Interbank Offered Rate (Euro borrowings) As of August 31, 2024, our primary interest rate exposure was from changes in interest rates which affect the variable rate on our revolving credit facility.
Dollar borrowings) • Sterling Overnight Index Average Reference Rate (Pound Sterling borrowings) • Euro Interbank Offered Rate (Euro borrowings) As of August 31, 2025, our primary interest rate exposure was from changes in interest rates which affect the variable rate on our revolving credit facility.
As of August 31, 2024, our weighted average cost of short-term debt, including both fixed and variable rate borrowings, was 6.1% .
As of August 31, 2025, our weighted average cost of short-term debt, including both fixed and variable rate borrowings, was 5.5% .
Volatility in the price of oil directly impacts the cost of specialty chemicals which are indexed to the price of crude oil. If there are significant increases in the costs of crude oil, our gross margins and operating results will be negatively impacted.
Volatility in the price of oil indirectly impacts the cost of specialty chemicals which are in part, indexed to related refined products. If there are significant increases in the costs of crude oil and related refined products, our gross margins and operating results could be negatively impacted.
All of our international subsidiaries operate in functional currencies other than the U.S. Dollar. As a result, we are exposed to foreign currency related risk when the financial statements of our international subsidiaries are translated for consolidation purposes from functional currencies to U.S. Dollars.
As a result, we are exposed to foreign currency related risk when the financial statements of our international subsidiaries are translated for consolidation purposes from functional currencies to U.S. Dollars. This foreign currency risk can affect sales, expenses and profits as well as assets and liabilities that are denominated in currencies other than the U.S. Dollar.
Our U.K. subsidiary utilizes foreign currency forward contracts to limit our exposure to net asset balances held in non-functional currencies. We regularly monitor our foreign exchange exposures to ensure the overall effectiveness of our 35 Table of Contents foreign currency hedge positions.
We do not enter into any hedging activities to mitigate this foreign currency translation risk. Our U.K. subsidiary utilizes foreign currency forward contracts to limit our exposure to net asset balances held in non-functional currencies. We regularly monitor our foreign exchange exposures to ensure the overall effectiveness of our foreign currency hedge positions.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Risk We are exposed to a variety of risks, including foreign currency exchange rate fluctuations. In the normal course of business, we employ established policies and procedures to manage our exposure to fluctuations in foreign currency values.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Risk We are exposed to a variety of risks, including foreign currency exchange rate fluctuations.
Interest Rate Risk As of August 31, 2024, we had a $27.8 million outstanding balance on our existing $125.0 million revolving credit facility agreement with Bank of America, N.A. This $125.0 million revolving credit facility is subject to interest rate fluctuations. Under the terms of the credit facility agreement, we make borrowings in U.S.
This $125.0 million revolving credit facility is subject to interest rate fluctuations. Under the terms of the credit facility agreement, we make borrowings in U.S. Dollars or in foreign currencies from time to time until April 30, 2029.
Removed
This foreign currency risk can affect sales, expenses and profits as well as assets and liabilities that are denominated in currencies other than the U.S. Dollar. We do not enter into any hedging activities to mitigate this foreign currency translation risk.
Added
In the normal course of business, we employ established policies and procedures to manage our exposure to fluctuations in foreign currency values. 34 Table of Contents All of our international subsidiaries operate in functional currencies other than the U.S. Dollar.
Removed
We do not currently have a strategy or policy to enter into transactions to hedge crude oil price volatility, but we regularly review our position based on market conditions and other factors.
Added
Since none of our specialty chemicals are directly indexed to crude oil, we do not have a strategy or policy to enter into transactions to hedge crude oil price volatility. Interest Rate Risk As of August 31, 2025, we had a $21.0 million outstanding balance on our existing $125.0 million revolving credit facility agreement with Bank of America, N.A.
Removed
Dollars or in foreign currencies from time to time until April 30, 2029. In addition, we had $66.8 million in fixed rate borrowings consisting of senior notes under our note purchase agreements as of August 31, 2024.
Added
Interest rates associated with this revolving credit facility are based on the following rates: • Secured Overnight Financing Rate (U.S.

Other WDFC 10-K year-over-year comparisons