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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
___________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 10, 2025
WD-40 COMPANY
(Exact Name of Registrant as specified in its charter)
___________
Delaware
(State or other jurisdiction of incorporation or organization)
000-06936
(Commission File Number)
WD 40 CO
(Commission Company Name)
95-1797918
(I.R.S. Employer
Identification Number)
9715 Businesspark Avenue, San Diego, California 92131
(Address of principal executive offices, with zip code)
(619) 275-1400
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of exchange on which registered
Common stock, par value $0.001 per share WDFC NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o On July 10, 2025, WD-40 Company issued a news release with respect to earnings for the quarter ended May 31, 2025.



ITEM 2.02.    Results of Operations and Financial Condition.
The full text of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
All of the information furnished in this Item 2.02 and Item 9.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01.    Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description
99.1
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WD-40 Company
(Registrant)
Date: July 10, 2025
/s/ SARA K. HYZER
Sara K. Hyzer
Vice President, Finance and
Chief Financial Officer

EX-99.1 2 wdfc-20250710xexx991.htm EX-99.1 Document

EXHIBIT 99.1
WD-40 Company Reports Third Quarter 2025 Financial Results
~ Net Sales of Maintenance Products up 6 percent Year-To-Date ~
~ Management Narrows Net Sales Outlook; Raises Operating Income and EPS Guidance ~
SAN DIEGO — July 10, 2025 — WD-40 Company (NASDAQ:WDFC), a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories and homes around the world, today reported financial results for its third fiscal quarter ended May 31, 2025.
Third Quarter Highlights and Summary:
•Total net sales were $156.9 million, an increase of 1 percent compared to the prior year fiscal quarter.
•Translation of the Company’s foreign subsidiaries’ results from their functional currencies to U.S. dollars had an unfavorable impact on net sales of approximately $1.6 million for the current quarter.
•Maintenance product sales were $150.4 million, an increase of 2 percent compared to the prior year fiscal quarter.
•Gross margin was 56.2 percent compared to 53.1 percent in the prior year fiscal quarter.
•Selling, general, and administrative expenses were $51.5 million, up 13 percent compared to the prior year fiscal quarter.
•Advertising and sales promotion expenses were $9.2 million, down 2 percent compared to the prior year fiscal quarter. These expenses accounted for 5.8 percent of total net sales, down from 6.0 percent in the prior year fiscal quarter.
•Operating income was $27.4 million, an increase of 1 percent from the prior year fiscal quarter.
•Net income was $21.0 million, an increase of 6 percent from the prior year fiscal quarter.
•Diluted earnings per share were $1.54 compared to $1.46 in the prior year fiscal quarter, an increase of 5 percent.

“Today we reported third quarter net sales of $156.9 million — a new record high for net sales in a quarter — reflecting a modest 1 percent year-over-year increase,” said Steve Brass, president and chief executive officer. “Our core maintenance products grew 2 percent in the quarter and are up 6 percent year-to-date, aligning with our long-term growth objectives. At the same time, we’ve made significant progress on gross margin recovery, reaching 56 percent in the third quarter — an improvement of 310 basis points over last year. We now expect to exceed our 55 percent long-term gross margin target for the fiscal year 2025, a full year ahead of schedule. While we remain mindful of external risks, we’re confident in our trajectory and our ability to deliver on the measures that drive long-term value creation for our stockholders.”
Net Sales by Segment (in thousands):
Three Months Ended May 31, Nine Months Ended May 31,
2025 2024 Dollars Change 2025 2024 Dollars Change
Americas (1)
$ 78,162  $ 75,103  $ 3,059  % $ 213,127  $ 202,685  $ 10,442  %
EIMEA (2)
56,705  59,399  (2,694) (5) % 173,763  162,466  11,297  %
Asia-Pacific (3)
22,048  20,543  1,505  % 69,624  69,415  209  —  %
Total $ 156,915  $ 155,045  $ 1,870  % $ 456,514  $ 434,566  $ 21,948  %
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Third Quarter Highlights by Segment:
Americas
•The Americas segment represented 50 percent of total net sales in the third quarter.
•Total net sales in the Americas increased 4 percent in the third quarter compared to the prior year fiscal quarter primarily due to a 5 percent increase in net sales of WD-40® Multi-Use Product. WD-40® Multi-Use Product sales increased most significantly in the United States, which increased $3.0 million compared to the prior year fiscal quarter. Sales growth in the United States was largely attributable to increased promotional activity and the timing of customer orders. These increases were slightly offset by lower sales of WD-40® Multi-Use Product in Canada, which were down $0.2 million due to changes in distribution and reduced promotional activity. Sales in Latin America remained constant.
•Net sales of WD-40 Specialist® increased $0.4 million, or 4 percent, compared to the prior year fiscal quarter primarily due to expanded distribution in the United States.
•Translation of the Company’s foreign subsidiaries’ results from their functional currencies to U.S. dollars had an unfavorable impact on net sales in the Americas of approximately $1.8 million for the current quarter.

EIMEA
•The EIMEA segment represented 36 percent of total net sales in the third quarter.
•Total net sales in EIMEA decreased 5 percent in the third quarter compared to the prior year fiscal quarter primarily due to a 6 percent decrease in net sales of WD-40® Multi-Use Product. WD-40® Multi-Use Product sales decreased $2.6 million resulting from a decrease in sales volume in the EIMEA distributor markets, primarily in Turkey and the Middle East. This was driven by the timing of customer orders as well as operational changes in the region. These decreases were partially offset by increases in most of the EIMEA direct markets.
•Net sales of WD-40 Specialist® increased $1.3 million, or 15 percent, compared to the prior year fiscal quarter primarily due to higher sales volume as a result of increased promotional activity for our WD-40 Specialist® Bike product line in the DACH region, as well as stronger levels of demand in France and other direct markets.
•Translation of the Company’s foreign subsidiaries’ results from their functional currencies to U.S. dollars had a favorable impact on net sales in EIMEA of approximately $0.4 million for the current quarter.

Asia-Pacific
•The Asia-Pacific segment represented 14 percent of total net sales in the third quarter.
•Total net sales in Asia-Pacific increased 7 percent in the third quarter compared to the prior year fiscal quarter primarily due to a 10 percent increase in sales of WD-40® Multi-Use Product. WD-40® Multi-Use Product sales increased by $0.9 million in China and by $0.6 million in the Asia distributor markets. The growth in China was due to successful promotional programs and expanded distribution. The growth in the Asia distributor markets was driven by successful promotional programs and increased demand, particularly in Indonesia and Taiwan.
•Net sales of WD-40 Specialist® increased 6 percent primarily due to higher sales volume from successful promotional programs and marketing activities in the Asia distributor markets and China.
•Homecare and cleaning product sales, which remain a strategic focus for the Company in Australia, decreased 8 percent due to reduced promotional activity and the timing of customer orders.
•Translation of the Company’s foreign subsidiaries’ results from their functional currencies to U.S. dollars had an unfavorable impact on net sales in Asia-Pacific of approximately $0.2 million for the current quarter.
2


Net Sales by Product Group (in thousands):
Three Months Ended May 31, Nine Months Ended May 31,
2025 2024 Dollars Change 2025 2024 Dollars Change
WD-40 Multi-Use Product $ 120,687  $ 119,053  $ 1,634  % $ 352,926  $ 333,964  $ 18,962  %
WD-40 Specialist 22,028  20,224  1,804  % 59,762  53,883  5,879  11  %
Other maintenance products (4)
7,687  7,885  (198) (3) % 22,538  22,699  (161) (1) %
Total maintenance products 150,402  147,162  3,240  % 435,226  410,546  24,680  %
HCCP (5)
6,513  7,883  (1,370) (17) % 21,288  24,020  (2,732) (11) %
Total $ 156,915  $ 155,045  $ 1,870  % $ 456,514  $ 434,566  $ 21,948  %
•Net sales of maintenance products, which are considered the primary strategic focus for the Company, represented 96 percent of total net sales in the third quarter. Net sales of maintenance products increased 2 percent in the third quarter compared to the prior year fiscal quarter primarily due to higher sales of WD-40® Multi-Use Product in the United States and certain Asia-Pacific regions such as China and the Asia distributor markets.
•Net sales of homecare and cleaning products represented 4 percent of total net sales in the third quarter. Net sales of homecare and cleaning products decreased 17 percent in the third quarter compared to the prior year fiscal quarter. The Company has announced its intent to sell its homecare and cleaning product portfolios in the Americas and United Kingdom.
Dividend and Share Repurchase Update
•On June 17, 2025, the Company’s board of directors declared a regular quarterly dividend of $0.94 per share payable on July 31, 2025 to stockholders of record at the close of business on July 18, 2025.
•On June 16, 2025, the Company’s board approved an extension of the expiration date to August 31, 2026 for the 2023 Repurchase Plan, which became effective on September 1, 2023 and was set to expire August 31, 2025. The Company is currently authorized to acquire up to $50.0 million of its outstanding shares through the expiration date of August 31, 2026, of which $32.2 million remains available for the repurchase of shares of common stock as of May 31, 2025.
•During the period from September 1, 2024 through the end of the third quarter, the Company repurchased 39,000 shares at a total cost of $9.7 million.
•The timing and amount of repurchases under the plan are based on terms and conditions as may be acceptable to the Company’s chief executive officer and chief financial officer, subject to present loan covenants, and in compliance with all laws and regulations applicable thereto.

Updated Fiscal Year 2025 Guidance
The Company updated the following fiscal year guidance. This guidance is on a pro forma basis, excluding the full fiscal year financial impact of certain homecare and cleaning products classified as assets held for sale and the impact of the previously disclosed uncertain tax position benefit.

•Net sales growth from the pro forma 2024 results has been narrowed to be projected to be between 6 and 9 percent, with net sales between $600 million and $620 million, after adjusting for estimated translation impacts of foreign currency.
•Gross margin for the full year continues to be expected to be between 55 and 56 percent.
•Advertising and promotion investments continues to be projected to be around 6 percent of net sales.
3


•Operating income has been increased to be projected to be between $96 million and $101 million. This range now reflects anticipated growth of between 7 to 12 percent compared to 2024 pro forma results.
•The provision for income tax continues to be expected to be around 22.5 percent.
•Diluted earnings per share have been increased and are now expected to be between $5.30 and $5.60 based on an estimated 13.5 million weighted average shares outstanding. This new range reflects anticipated growth of between 12 to 18 percent compared to 2024 pro forma results.
This guidance is expressed in good faith and is based on management’s current view of anticipated results on a pro forma basis. Unanticipated inflationary headwinds, foreign currency exchange fluctuations, changes in trade tariffs, and other unforeseen events may further affect the Company’s financial results. Net sales guidance is adjusted for estimated translation impact of foreign currency use weighted average fiscal year 2024 foreign currency exchange rates. In the event the Company is unsuccessful in the divestiture of its assets currently held for sale, its guidance would be positively impacted by approximately $20 million in net sales, approximately $6 million in operating income, and approximately $0.33 in diluted EPS for the full fiscal year.
Webcast Information
As previously announced, WD-40 Company management will host a live webcast at approximately 2:00 p.m. PDT today to discuss these results. Other forward-looking and material information may also be discussed during this call. Please visit http://investor.wd40company.com for more information and to view supporting materials.
About WD-40 Company
WD-40 Company is a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories, and homes around the world. The Company owns a wide range of well-known brands that include maintenance products and homecare and cleaning products: WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, 2000 Flushes®, no vac®, 1001®, Spot Shot®, Lava®, Solvol®, X-14®, and Carpet Fresh®.

Headquartered in San Diego, California, USA, WD-40 Company recorded net sales of $590.6 million in fiscal year 2024 and its products are currently available in more than 176 countries and territories worldwide. WD-40 Company is traded on the NASDAQ Global Select Market under the ticker symbol “WDFC.” For additional information about WD-40 Company please visit http://www.wd40company.com.
Forward-Looking Statements
Except for the historical information contained herein, this press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect the Company’s current expectations with respect to currently available operating, financial and economic information. These forward-looking statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated in or implied by the forward-looking statements. These forward-looking statements are generally identified with words such as “believe,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “aim,” “anticipate,” “target,” “estimate” and similar expressions.
These forward-looking statements include, but are not limited to, discussions about future financial and operating results, including: expected benefits from any acquisition or divestiture transaction; acquired business not performing as expected; assuming unexpected risks, liabilities and obligations of the acquired business; disruption to the parties’ business as a result of the announcement and acquisition or divestiture transaction; integration of acquired business and operations into the Company; the Company's ability to successfully complete any planned divestiture; expected timing of the closing for the divestiture; expected proceeds from the divestiture; the intended use of proceeds by the Company from the divestiture transaction; impact of the divestiture transaction on the Company's stock price or EPS; growth expectations for maintenance products; expected levels of promotional and advertising spending; anticipated input costs for manufacturing and the costs associated with distribution of our products; plans for and success of product innovation, the impact of new product introductions on the growth of sales; anticipated results from product line extension sales; expected tax rates and the impact of tax legislation and regulatory action; changes in the political conditions or relations between the United States and other nations; changes in trade policies and tariffs; the impacts from inflationary trends, supply chain constraints and supply chain disruptions; changes in interest rates; and forecasted foreign currency exchange rates and commodity prices.
4


The Company’s expectations, beliefs and forecasts are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that the Company’s expectations, beliefs or forecasts will be achieved or accomplished. All forward-looking statements reflect the Company’s expectations as of July 10, 2025. We undertake no obligation to revise or update any forward-looking statements.
Actual events or results may materially differ from those projected in forward-looking statements due to various factors, including, but not limited to, those identified in Part I—Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024 which the Company filed with the SEC on October 21, 2024, and in the Company’s Quarterly Report on Form 10-Q for the period ended May 31, 2025, which the Company expects to file with the SEC on July 10, 2025.
5


Table Notes and General Definitions
(1)The Americas segment consists of the U.S., Canada and Latin America.
(2)The EIMEA segment consists of countries in Europe, India, the Middle East and Africa.
(3)The Asia-Pacific segment consists of Australia, China and other countries in the Asia region.
(4)The Company markets its other maintenance products under the GT85® and 3-IN-ONE® brand names.
(5)The Company markets its homecare and cleaning products (“HCCP”) under the X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, 1001®, Lava®, and Solvol® brand names.






6


WD-40 COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited and in thousands, except share and per share amounts)
May 31,
2025
August 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 51,682  $ 46,699 
Trade and other accounts receivable, net 112,409  117,493 
Inventories 77,249  79,088 
Other current assets 25,117  12,161 
Total current assets 266,457  255,441 
Property and equipment, net 60,101  62,983 
Goodwill 96,951  96,985 
Other intangible assets, net 2,356  6,222 
Right-of-use assets 13,492  11,611 
Deferred tax assets, net 1,068  993 
Other assets 15,527  14,804 
Total assets $ 455,952  $ 449,039 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 27,801  $ 35,960 
Accrued liabilities 29,091  31,272 
Accrued payroll and related expenses 25,962  26,055 
Short-term borrowings 10,264  8,659 
Income taxes payable 603  1,554 
Total current liabilities 93,721  103,500 
Long-term borrowings 85,562  85,977 
Deferred tax liabilities, net 9,766  9,066 
Long-term operating lease liabilities 8,388  5,904 
Other long-term liabilities 1,453  14,066 
Total liabilities 198,890  218,513 
Commitments and Contingencies
Stockholders’ equity:
Common stock — authorized 36,000,000 shares, $0.001 par value; 19,954,495 and 19,925,212 shares issued at May 31, 2025 and August 31, 2024, respectively; and 13,538,864 and 13,548,581 shares outstanding at May 31, 2025 and August 31, 2024, respectively 20  20 
Additional paid-in capital 178,475  175,642 
Retained earnings 532,180  499,931 
Accumulated other comprehensive loss (28,075) (29,268)
Common stock held in treasury, at cost — 6,415,631 and 6,376,631 shares at May 31, 2025 and August 31, 2024, respectively (425,538) (415,799)
Total stockholders’ equity 257,062  230,526 
Total liabilities and stockholders’ equity $ 455,952  $ 449,039 
7


WD-40 COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands, except per share amounts)
Three Months Ended May 31, Nine Months Ended May 31,
2025 2024 2025 2024
Net sales $ 156,915  $ 155,045  $ 456,514  $ 434,566 
Cost of products sold 68,804  72,657  204,600  203,684 
Gross profit 88,111  82,388  251,914  230,882 
Operating expenses:
Selling, general and administrative 51,541  45,564  151,054  134,722 
Advertising and sales promotion 9,160  9,345  24,957  23,053 
Amortization of definite-lived intangible assets 45  303  136  806 
Total operating expenses 60,746  55,212  176,147  158,581 
Income from operations 27,365  27,176  75,767  72,301 
Other income (expense):
Interest income 104  136  358  276 
Interest expense (887) (1,182) (2,781) (3,336)
Other income (expense), net 880  (283) 813  (516)
Income before income taxes 27,462  25,847  74,157  68,725 
Provision for income taxes 6,485  6,005  4,404  15,865 
Net income $ 20,977  $ 19,842  $ 69,753  $ 52,860 
Earnings per common share:
Basic $ 1.54  $ 1.46  $ 5.13  $ 3.89 
Diluted $ 1.54  $ 1.46  $ 5.13  $ 3.88 
Shares used in per share calculations:
Basic 13,544 13,552 13,548 13,556
Diluted 13,567 13,577 13,570 13,581

8


WD-40 COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
Nine Months Ended May 31,
2025 2024
Operating activities:
Net income $ 69,753  $ 52,860 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 6,099  7,186 
Amortization of cloud computing implementation costs 1,265  650 
Net gains on sales and disposals of property and equipment (87) (141)
Deferred income taxes (86) 539 
Tax benefit from release of uncertain tax position (11,929) — 
Stock-based compensation 5,716  5,051 
Unrealized foreign currency exchange losses 348  108 
Provision for credit losses 1,044  325 
Write-off of inventories 693  1,347 
Changes in assets and liabilities:
Trade and other accounts receivable 4,644  (15,771)
Inventories (2,776) 9,137 
Other assets (6,387) (186)
Operating lease assets and liabilities, net (17) (26)
Accounts payable and accrued liabilities (10,001) (347)
Accrued payroll and related expenses (205) 1,915 
Other long-term liabilities and income taxes payable (94) 2,177 
Net cash provided by operating activities 57,980  64,824 
Investing activities:
Purchases of property and equipment (3,177) (3,359)
Proceeds from sales of property and equipment 329  457 
Net cash used in investing activities (2,848) (9,103)
Financing activities:
Treasury stock purchases (9,739) (8,094)
Dividends paid (37,504) (35,239)
Repayments of long-term senior notes (800) (800)
Net proceeds (repayments) from revolving credit facility 1,605  (11,592)
Shares withheld to cover taxes upon conversions of equity awards (2,883) (2,420)
Net cash used in financing activities (49,321) (58,145)
Effect of exchange rate changes on cash and cash equivalents (828) (419)
Net increase (decrease) in cash and cash equivalents 4,983  (2,843)
Cash and cash equivalents at beginning of period 46,699  48,143 
Cash and cash equivalents at end of period $ 51,682  $ 45,300 
9