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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): October 22, 2025
WD40-Company-logo-small (2).jpg
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 October 22, 2025, WD-40 Company issued a news release with respect to earnings for the quarter ended August 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: October 22, 2025
/s/ SARA K. HYZER
Sara K. Hyzer
Vice President, Finance and
Chief Financial Officer

EX-99.1 2 wdfc-20251022xexx991.htm EX-99.1 Document

EXHIBIT 99.1
WD-40 Company Reports Fourth Quarter and Fiscal Year 2025 Financial Results
~ Full-year gross margin above 55%, achieving recovery a year ahead of expectations ~
~ Management to deploy remaining buyback authorization, signaling strong confidence in long-term business fundamentals ~
SAN DIEGO — October 22, 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 fourth quarter and fiscal year ended August 31, 2025.
Fiscal Year 2025 Highlights and Summary:
•Total net sales were $620.0 million, an increase of 5 percent compared to the prior fiscal year.
•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 $1.5 million for the current fiscal year.
•Total maintenance product sales were $591.0 million, an increase of 6 percent compared to the prior year fiscal quarter.
•Gross margin was 55.1 percent compared to 53.4 percent in the prior fiscal year.
•Selling, general, and administrative expenses were $199.9 million, up 9 percent compared to the prior fiscal year.
•Advertising and sales promotion expenses were $37.4 million, up 10 percent compared to the prior fiscal year.
•Operating income was $103.8 million, an increase of 8 percent compared to the prior fiscal year.
•Net income was $91.0 million, an increase of 31 percent compared to the prior fiscal year. During the second quarter of fiscal year 2025, the Company released an uncertain tax position that generated a favorable income tax adjustment of $11.9 million(1). Excluding this one-time benefit, net income would have increased $9.4 million, or 14 percent compared to the prior fiscal year.
•Diluted earnings per share were $6.69 compared to $5.11 for the prior fiscal year. The income tax benefit of $11.9 million(1) resulted in a favorable impact to diluted earnings per share of $0.87. As a result, Non-GAAP adjusted diluted earnings per share were $5.82 compared to $5.11 in the prior year fiscal year, an increase of 14 percent.
Fourth Quarter Highlights and Summary:
•Total net sales were $163.5 million, an increase of 5 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 a favorable impact on net sales of approximately $3.6 million for the current quarter.
•Maintenance product sales were $155.7 million, an increase of 6 percent compared to the prior year fiscal quarter.
•Gross margin was 54.7 percent compared to 54.1 percent in the prior year fiscal quarter.
•Selling, general, and administrative expenses was $48.9 million, relatively constant with the prior year fiscal quarter.
•Advertising and sales promotion expenses were $12.5 million, up 15 percent compared to the prior year fiscal quarter.
•Operating income was $28.0 million, an increase of 17 percent compared to the prior year fiscal quarter.
•Net income was $21.2 million, an increase of 27 percent compared to the prior year fiscal quarter.
•Diluted earnings per share were $1.56 compared to $1.23 in the prior year fiscal quarter, an increase of 27 percent.




“We delivered solid results in fiscal 2025, with currency adjusted pro forma net sales of $603 million—an increase of 6 percent over last year and in line with our expectations,” said Steve Brass, president and chief executive officer of WD-40 Company. “Maintenance product sales rose 6 percent in both the fourth quarter and the full fiscal year, reinforcing our confidence in our long-term growth targets. We continue to see a meaningful runway ahead, with a benchmarked sales growth opportunity of approximately $1.4 billion for our flagship WD-40 Multi-Use Product—highlighting the significant growth potential that remains untapped.

“I’m also pleased to report that our gross margin continues to strengthen and has now exceeded our target of 55 percent. For the full fiscal year, we delivered a gross margin of 55.1 percent, or 55.6 percent when excluding the financial impact of assets held for sale. In the fourth quarter, gross margin reached 54.7 percent—a 730-basis-point improvement compared to the same period in fiscal year 2021, when our long-term margin recovery plan began to take hold.
“Our capital-light, efficient business model continues to generate strong cash flow, enabling us to invest in brand growth, develop future leaders, and return capital to stockholders. Looking ahead, we plan to accelerate our share repurchase activity and fully utilize our remaining authorization—reflecting our strong conviction in the long-term fundamentals of the business and our confidence in the enduring value of our stock,” concluded Brass.

Net Sales by Segment (in thousands):
Three Months Ended August 31, Fiscal Year Ended August 31,
2025 2024 Dollars Change 2025 2024 Dollars Change
Americas (2)
$ 77,472  $ 79,198  $ (1,726) (2) % $ 290,599  $ 281,883  $ 8,716  %
EIMEA (3)
62,671  58,579  4,092  % 236,434  221,045  15,389  %
Asia-Pacific (4)
23,328  18,214  5,114  28  % 92,952  87,629  5,323  %
Total $ 163,471  $ 155,991  $ 7,480  % $ 619,985  $ 590,557  $ 29,428  %

Fourth Quarter Highlights by Segment:

Americas
•The Americas segment represented 47 percent of total net sales in the fourth quarter.
•Net sales in the Americas decreased $1.7 million or 2 percent in the fourth quarter compared to the prior year fiscal quarter. The decrease was due primarily to a decrease in net sales of WD-40® Multi-Use Product of $1.0 million or 2 percent compared to the prior year fiscal quarter. WD-40® Multi-Use Product sales decreased most significantly in Latin America and U.S., which were down $0.6 million and $0.3 million, respectively.
•Net sales of WD-40 Specialist® remained relatively constant in the fourth quarter.
•Translation of the Company’s foreign subsidiaries’ results from their functional currencies to U.S. dollars did not have a significant impact on sales in the Americas for the current quarter.
EIMEA
•The EIMEA segment represented 38 percent of total net sales in the fourth quarter.
•Net sales in EIMEA increased $4.1 million or 7 percent in the fourth quarter compared to the prior year fiscal quarter. The increase was due primarily to an increase in net sales of WD-40® Multi-Use Product of $3.1 million or 7 percent. WD-40® Multi-Use Product sales increased most significantly in the EIMEA direct markets which were up $3.8 million, in particular DACH(5) and France, which were up $1.2 million and $1.1 million, respectively. This was partially offset by decreases in distributor markets of $0.7 million.



•Net sales of WD-40 Specialist® increased $1.5 million or 18 percent due primarily to the combined impact of higher sales volume and increased demand in certain direct markets.
•Translation of the Company’s foreign subsidiaries’ results from their functional currencies to U.S. dollars had a favorable impact on sales in EIMEA for the current quarter. After adjusting for the impact of foreign currency translation, net sales in EIMEA would have been $58.6 million for the fourth quarter.

Asia-Pacific
•The Asia-Pacific segment represented 15 percent of total net sales in the fourth quarter.
•Net sales in Asia-Pacific increased $5.1 million or 28 percent in the fourth quarter compared to the prior year fiscal quarter. This increase was due primarily to an increase in sales of WD-40® Multi-Use Product of $4.0 million or 29 percent. WD-40® Multi-Use Product sales increased most significantly in the Asia distributor markets, which were up $3.7 million due to broader distribution and geographic expansion, as well as the timing of customer orders.
•Net sales of WD-40 Specialist® increased $0.8 million or 38 percent due primarily to successful brand building in certain regions and the timing of customer orders.
•Translation of the Company’s foreign subsidiaries’ results from their functional currencies to U.S. dollars did not have a significant impact on sales in Asia-Pacific for the current quarter.
Net Sales by Product Group (in thousands):
Three Months Ended August 31, Fiscal Year Ended August 31,
2025 2024 Dollars Change 2025 2024 Dollars Change
WD-40 Multi-Use Product 125,035  $ 118,961  $ 6,074  % $ 477,961  $ 452,925  $ 25,036  %
WD-40 Specialist 22,200  20,055  2,145  11  % 81,962  73,938  8,024  11  %
Other maintenance products (6)
8,505  8,474  31  —  % 31,043  31,173  (130) —  %
Total maintenance products 155,740  147,490  8,250  % 590,966  558,036  32,930  %
HCCP (7)
7,731  8,501  (770) (9) % 29,019  32,521  (3,502) (11) %
Total $ 163,471  $ 155,991  $ 7,480  % $ 619,985  $ 590,557  $ 29,428  %
•Net sales of maintenance products increased 6 percent in the fourth quarter when compared to the prior year fiscal quarter primarily due to increased sales of WD-40® Multi-Use Product in EIMEA and the Asia distributor markets from period to period. Maintenance products are considered the primary strategic focus for the Company.
•Net sales of homecare and cleaning products decreased 9 percent in the fourth quarter compared to the prior year fiscal quarter. The Company announced its intent to sell its homecare and cleaning product portfolios in the Americas. It previously announced the sale of its 1001 and 1001 Carpet Fresh brands in the United Kingdom.
Dividend and Share Repurchase Update
•On October 9, 2025, the Company’s board of directors declared a regular quarterly dividend of $0.94 per share payable on October 31, 2025 to stockholders of record at the close of business on October 20, 2025.
•On June 19, 2023, the board of directors approved a $50 million share repurchase plan, which took effect on Sept. 1, 2023. On June 16, 2025, the board extended the plan’s expiration date to August 31, 2026.



•During fiscal year 2025, the Company repurchased 50,250 shares at a total cost of $12.3 million under the plan. As of August 31, 2025, $29.6 million remained available for future repurchases.
•The timing and amount of share repurchases are determined by the Company’s chief executive officer and chief financial officer, in accordance with loan covenants and applicable regulations. Management has indicated plans to accelerate repurchase activity and fully utilize the remaining authorization in fiscal year 2026—reflecting strong confidence in the Company’s long-term fundamentals.

Fiscal Year 2026 Guidance
The Company is providing the following fiscal year guidance on a pro forma basis, excluding the financial impact of the assets the Company expects to divest in fiscal year 2026:
•Net sales growth from the 2025 pro forma results is projected to be between 5 and 9 percent with net sales expected to be between $630 million and $655 million after adjusting for foreign currency impacts.
•Gross margin for the full year is expected to be between 55.5 and 56.5 percent.
•Advertising and promotion investments are projected to be around 6 percent of net sales.
•Operating income is projected to be between $103 million and $110 million. This range reflects anticipated growth of between 5 to 12 percent compared to 2025 pro forma results.
•The provision for income tax is expected to be between 22.5 and 23.5 percent.
•Diluted earnings per share is expected to be between $5.75 and $6.15 based on an estimated 13.4 million weighted average shares outstanding. This range reflects anticipated growth of between 5 to 12 percent compared to 2025 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 and other unforeseen events may further affect the Company’s financial results. Net sales guidance presented on a currency adjusted basis use weighted average fiscal year 2025 foreign currency exchange rates. In the event the Company is unsuccessful in the divestiture of its homecare and clearing brands in the Americas, its guidance would be positively impacted by approximately $12.5 million in net sales, approximately $3.6 million in operating income, and approximately $0.20 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®, Spot Shot®, Lava®, Solvol®, X-14®, and Carpet Fresh®.
Headquartered in San Diego, California, USA, WD-40 Company recorded net sales of $620.0 million in fiscal year 2025 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 divestiture transaction; disruption to the parties’ business as a result of the announcement or completion of any divestiture transaction; the Company's ability to successfully complete any planned divestiture; expected timing for the closing of any divestitures; expected proceeds from any divestiture; the intended use of proceeds by the Company from any divestiture transaction; impact of any divestiture transaction on the Company's stock price or EPS; growth expectations for maintenance products; expected levels of promotional and advertising spending; anticipated input costs for manufacturing and the costs associated with distribution of our products; plans for and success of product innovation, the impact of new product introductions on the growth of sales; anticipated results from product line extension sales; expected tax rates and the impact of tax legislation and regulatory action; changes in the political conditions or relations between the United States and other nations; changes in trade policies and tariffs and the impact therefrom; the impacts from inflationary trends; the impacts from supply chain constraints and supply chain disruptions; changes in interest rates; and forecasted foreign currency exchange rates and commodity prices.
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 October 22, 2025. We undertake no obligation to revise or update any forward-looking statements.
Actual events or results may differ materially 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 Part I—Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025, which the Company expects to file with the SEC on October 27, 2025.



Table Notes and General Definitions
(1)This income tax benefit was the result of an uncertain tax position associated with the Tax Cuts and Jobs Act of 2017 mandatory “toll tax” on unremitted foreign earnings that was released in the second quarter of fiscal year 2025 due to the expiration of the statute of limitations. This item is infrequent in nature and not reflective of the underlying operational results of our business.
(2)The Americas segment consists of the U.S., Canada and Latin America.
(3)The EIMEA segment consists of countries in Europe, India, the Middle East and Africa.
(4)The Asia-Pacific segment consists of Australia, China and other countries in the Asia region.
(5)The DACH region is comprised of the countries of Germany, Austria and Switzerland.
(6)The Company markets its other maintenance products under the GT85® and 3-IN-ONE® brand names.
(7)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. The Company divested of its 1001® and 1001 Carpet Fresh® brands late in the fourth quarter of fiscal year 2025.










WD-40 COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited and in thousands, except share and per share amounts)
August 31,
2025
August 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 58,130  $ 46,699 
Trade and other accounts receivable, net 120,589  117,493 
Inventories 79,871  79,088 
Other current assets 26,366  12,161 
Total current assets 284,956  255,441 
Property and equipment, net 60,394  62,983 
Goodwill 97,150  96,985 
Other intangible assets, net 2,416  6,222 
Right-of-use assets 13,534  11,611 
Deferred tax assets, net 1,027  993 
Other assets 16,332  14,804 
Total assets $ 475,809  $ 449,039 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 37,955  $ 35,960 
Accrued liabilities 34,230  31,272 
Accrued payroll and related expenses 28,415  26,055 
Short-term borrowings 800  8,659 
Income taxes payable 857  1,554 
Total current liabilities 102,257  103,500 
Long-term borrowings 86,195  85,977 
Deferred tax liabilities, net 9,375  9,066 
Long-term operating lease liabilities 8,423  5,904 
Other long-term liabilities 1,407  14,066 
Total liabilities 207,657  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 August 31, 2025 and 2024, respectively; and 13,527,614 and 13,548,581 shares outstanding at August 31, 2025 and 2024, respectively 20  20 
Additional paid-in capital 180,065  175,642 
Retained earnings 540,665  499,931 
Accumulated other comprehensive loss (24,485) (29,268)
Common stock held in treasury, at cost — 6,426,881 and 6,376,631 shares at August 31, 2025 and 2024, respectively (428,113) (415,799)
Total stockholders’ equity 268,152  230,526 
Total liabilities and stockholders’ equity $ 475,809  $ 449,039 



WD-40 COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands, except per share amounts)
Three Months Ended August 31, Fiscal Year Ended August 31,
2025 2024 2025 2024
Net sales $ 163,471  $ 155,991  $ 619,985  $ 590,557 
Cost of products sold 74,042  71,646  278,642  275,330 
Gross profit 89,429  84,345  341,343  315,227 
Operating expenses:
Selling, general and administrative 48,882  49,137  199,936  183,859 
Advertising and sales promotion 12,474  10,858  37,431  33,911 
Amortization of definite-lived intangible assets 47  300  183  1,106 
Total operating expenses 61,403  60,295  237,550  218,876 
Income from operations 28,026  24,050  103,793  96,351 
Other income (expense):
Interest income 159  198  517  474 
Interest expense (660) (951) (3,441) (4,287)
Other (expense) income, net (56) (514) 757  (1,030)
Income before income taxes 27,469  22,783  101,626  91,508 
Provision for income taxes 6,228  5,999  10,632  21,864 
Net income $ 21,241  $ 16,784  $ 90,994  $ 69,644 
Earnings per common share:
Basic $ 1.57  $ 1.23  $ 6.70  $ 5.12 
Diluted $ 1.56  $ 1.23  $ 6.69  $ 5.11 
Shares used in per share calculations:
Basic 13,532 13,548 13,544 13,554
Diluted 13,557 13,577 13,567 13,580




WD-40 COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
Fiscal Year Ended August 31,
2025 2024
Operating activities:
Net income $ 90,994  $ 69,644 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 8,191  9,456 
Amortization of cloud computing implementation costs 1,688  1,221 
Deferred income taxes (455) (1,156)
Tax benefit from release of uncertain tax position (11,929) — 
Stock-based compensation 7,306  6,535 
Unrealized foreign currency exchange losses, net 355  200 
Provision for credit losses 929  325 
Write-off of inventories 1,109  1,425 
Other 244  (241)
Changes in assets and liabilities:
Trade and other accounts receivable 319  (15,498)
Inventories (5,212) 6,414 
Other assets (10,513) (1,444)
Operating lease assets and liabilities, net 33  (35)
Accounts payable and accrued liabilities 2,920  4,322 
Accrued payroll and related expenses 1,881  8,879 
Other long-term liabilities and income taxes payable 65  1,987 
Net cash provided by operating activities 87,925  92,034 
Investing activities:
Purchases of property and equipment (4,528) (4,206)
Proceeds from sales of property and equipment 409  672 
Proceeds from sale of business 1,731  — 
Acquisition of business, net of cash acquired —  (6,201)
Net cash used in investing activities (2,388) (9,735)
Financing activities:
Treasury stock purchases (12,314) (8,094)
Dividends paid (50,260) (47,201)
Repayments of long-term senior notes (800) (800)
Net repayments from revolving credit facility (7,859) (25,402)
Shares withheld to cover taxes upon conversion of equity awards (2,883) (2,439)
Net cash used in financing activities (74,116) (83,936)
Effect of exchange rate changes on cash and cash equivalents 10  193 
Net increase (decrease) in cash and cash equivalents 11,431  (1,444)
Cash and cash equivalents at beginning of period 46,699  48,143 
Cash and cash equivalents at end of period $ 58,130  $ 46,699