WDFC · 10-K filed 27 Oct 2025 · year to 31 Aug 2025

WD-40

29 named things its latest annual report says its results depend on, each in the company's own words. 19 of them are also named by other companies we've read.

Read the filing on SEC.gov ↗

Customers

Large retail chain customers

earns from · less than 10% of our consolidated net salesnamed as a risk

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.Risk factors (Item 1A)

Online retailers

earns fromnamed as a risk

As a result of changes in end-user preference, sales are increasingly shifting to these online retail sales channels, and this shift may present a challenge in our markets where we have a less developed e-commerce business.Risk factors (Item 1A)

Suppliers

Third-party contract manufacturers

depends onnamed as a risk

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.Risk factors (Item 1A)

Also named by CIEN, KVUE, NBIX, ON, SYM

Legacy ERP systems vendor

depends onnamed as a risk

If the company that owns and supports the legacy systems 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.Risk factors (Item 1A)

Partners and platforms

Bank of America, N.A.

depends on · $21.0 million outstanding balance on our existing $125.0 million revolving credit facility

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.Market risk (Item 7A)

Also named by AGX, DORM, GSBD, OCSL, VICR, VRSK, ZETA

Marketing distributors

depends onnamed as a risk

Should our relationship with new or existing marketing distributors be unsuccessful, our sales within such a marketing distributor’s territory could be adversely impacted until such time as a suitable replacement can be found and our key marketing strategies are implemented.Risk factors (Item 1A)

Other companies

Non-U.S. Dollar currencies

exposed to its price · Approximately 51% of our revenuesnamed as a risk

Approximately 51% of our revenues in fiscal year 2025 were generated in currencies other than the U.S. Dollar, which is our reporting currency.Risk factors (Item 1A)

Also named by RBA, ZM, ZTS

WD-40 Multi-Use Product

concentrated in · significant majority of our sales in the maintenance product categorynamed as a risk

It accounts for a significant majority of our sales in the maintenance product category.Business (Item 1)

Homecare and cleaning brands divestiture (Americas)

named as a risk

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.Business (Item 1)

Places

Outside the United States

earns from · approximately 66% of consolidated net salesnamed as a risk

Our sales outside the U.S. were approximately 66% of consolidated net sales in fiscal year 2025.Risk factors (Item 1A)

Also named by APD, ARW, BALL, CCK, COO, GGG, GIS, HPE and 10 more

United Kingdom

concentrated innamed as a risk

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.Risk factors (Item 1A)

Also named by AGX, AJG, AMP, BAC, BF/B, BGC, BRO, C and 59 more

China

operates innamed as a risk

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.Risk factors (Item 1A)

Also named by A, AA, AAOI, AAP, AAPL, AB, ADI, AEHR and 261 more

Mexico

operates innamed as a risk

As we further develop and grow our business operations outside the U.S., we are exposed to additional complexities and risks, particularly in China, Mexico, Brazil and other emerging markets.Risk factors (Item 1A)

Also named by AAP, AME, AMRC, ANET, AOS, ARES, AYI, AZO and 83 more

Brazil

operates innamed as a risk

Also named by ADM, ASO, AZO, BALL, CPAY, CPRT, CTVA, DE and 32 more

Hazards

Russia-Ukraine war

named as a risk

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.Risk factors (Item 1A)

Also named by ADSK, ATR, AVAV, CSCO, CTVA, EMR, FIS, FLO and 21 more

Commodities and inputs

Crude oil

exposed to its pricenamed as a risk

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.Market risk (Item 7A)

Also named by AESI, ALK, APA, ARLP, BDX, CFR, CL, CLMT and 48 more

Gasoline and diesel fuel

exposed to its pricenamed as a risk

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.Risk factors (Item 1A)

Also named by FLO, IMKTA, PATK

Specialty chemicals

exposed to its pricenamed as a risk

Specialty chemicals and aerosol cans constitute a significant portion of the cost of many of our maintenance products.Market risk (Item 7A)

Also named by EL

Aerosol cans

exposed to its pricenamed as a risk

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.Risk factors (Item 1A)

Aerosol production capacity

depends onnamed as a risk

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.Risk factors (Item 1A)

Laws and programs

U.K. corporate tax rate

subject to · from 19% to 25%named as a risk

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.Risk factors (Item 1A)

U.S. tariffs (April 2025)

subject tonamed as a risk

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.Risk factors (Item 1A)

Also named by A, AAPL, ACHR, ADI, AEHR, AEP, AIOT, AKAM and 170 more

U.S. Foreign Corrupt Practices Act

subject tonamed as a risk

In many foreign countries, particularly in those with developing economies, business practices that are prohibited by the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act or other applicable anti-corruption laws and regulations may be prevalent.Risk factors (Item 1A)

Also named by A, ADBE, ADP, AIR, AJG, ALB, AME, AMZN and 112 more

EU Corporate Sustainability Reporting Directive (CSRD)

subject tonamed as a risk

While CSRD rules are prescriptive for the types of data to be reported, the standards to quantify and qualify such data are still evolving and uncertain and will impose increased costs on us related to complying with our reporting obligations.Risk factors (Item 1A)

Also named by AMAT, AVY, CBRE, FFIV, GNRC, HLT, IEX, INGR and 19 more

U.K. Bribery Act

subject tonamed as a risk

Also named by EEFT, EMR, FSS, GXO, PH, TTEK, ULTA

California SB 253 and SB 261

subject tonamed as a risk

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.Risk factors (Item 1A)

Also named by ARE, CHE, CVLG, EWBC, HTLD, M, WTS

Extended Producer Responsibility (EPR) laws

subject tonamed as a risk

EPR fees have been in place in EIMEA and Canada for several years and are beginning to be established within certain states in the U.S. in calendar year 2025.Risk factors (Item 1A)

Also named by CAG, COST, HRL, RSG

Dodd-Frank Act Section 1502 (conflict minerals)

subject to

We are subject to an SEC rule mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that requires management to conduct annual due diligence to determine whether certain minerals and metals, known as “conflict minerals”, are contained in our products and, if so, whether they originate from the Democratic Republic of Congo or adjoining countries.Risk factors (Item 1A)

Also named by JOUT

Technology

WD-40 Multi-Use Product formulation trade secret

depends onnamed as a risk

If such agreements, policies and procedures are not effective to maintain the secrecy of our trade secrets or if chemical disclosure regulations do not allow for continued protection of essential elements of our trade secret formulations, the loss of trade secret protection could have a material adverse effect on our business, financial condition or results of operations.Risk factors (Item 1A)