WD-40 Company (NASDAQ: WDFC) details new officer indemnity and severance
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
WD-40 Company filed an amendment to a prior current report to update disclosure about its newly appointed principal accounting officer, Nicholas D. Giordano. The amendment notes that on June 19, 2026, the company and Mr. Giordano entered into an indemnity agreement and a change in control severance agreement.
Both agreements are in standard forms previously approved by the board for officers and will become effective on June 29, 2026, the effective date of his appointment. No other portions of the earlier report are being changed.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Agreement execution date: June 19, 2026
Agreements effective date: June 29, 2026
Prior 10-K reference date: October 22, 2013
+1 more
4 metrics
Agreement execution date
June 19, 2026
Date WD-40 Company and Nicholas D. Giordano entered into two material agreements
Agreements effective date
June 29, 2026
Effective date of both agreements and of Giordano’s appointment
Prior 10-K reference date
October 22, 2013
Date of Form 10-K containing the form of indemnity agreement as Exhibit 10(d)
Prior 10-Q reference date
January 9, 2023
Date of Form 10-Q containing the form of change in control severance agreement as Exhibit 10(a)
Key Terms
principal accounting officer, indemnity agreement, change in control severance agreement, change in control, +2 more
6 terms
principal accounting officer financial
"the Company and its newly appointed principal accounting officer, Nicholas D. Giordano, have executed certain material agreements"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
indemnity agreement financial
"the Company and Mr. Giordano entered into two material agreements: (i) an indemnity agreement"
change in control severance agreement financial
"and (ii) a change in control severance agreement, both agreements of which are substantially in the form previously approved"
change in control financial
"Form of Change in Control Severance Agreement between WD-40 Company and officers"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Annual Report on Form 10-K regulatory
"filed with the SEC on October 22, 2013 as Exhibit 10(d) to the Annual Report on Form 10-K"
An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.
Quarterly Report on Form 10-Q regulatory
"filed on January 9, 2023 as Exhibit 10(a) to the Quarterly Report on Form 10-Q"
A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K/A
(Amendment No. 1)
______
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 25, 2026 (June 1, 2026 )
(Exact Name of Registrant as specified in its charter)
__________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) WD 40 CO (Commission Company Name) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices, with zip code)
(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):
| Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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 | ||||||||||||
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
Explanatory Note
This Amendment No. 1 on Form 8-K/A (“Amendment”) amends the Current Report on Form 8-K originally filed by WD-40 Company (“Company”) with the Securities and Exchange Commission (“SEC”) on June 4, 2026 (“Form 8-K”). This Amendment is being filed to update the disclosure under Item 5.02(c)(3) to reflect that the Company and its newly appointed principal accounting officer, Nicholas D. Giordano, have executed certain material agreements, which at the time of appointment had not been contemplated. Except as described herein, no other information in the Form 8-K is being amended or updated.
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2026, the Company and Mr. Giordano entered into two material agreements: (i) an indemnity agreement, and (ii) a change in control severance agreement, both agreements of which are substantially in the form previously approved by the Board for officers.
Both agreements become effective on June 29, 2026, which is the effective date of Mr. Giordano’s appointment. The foregoing descriptions of the agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of agreements filed with the SEC on October 22, 2013 as Exhibit 10(d) to the Annual Report on Form 10-K, and filed on January 9, 2023 as Exhibit 10(a) to the Quarterly Report on Form 10-Q, respectively, and are incorporated by reference herein.
| ITEM 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits | ||||
| Exhibit No. | Description | ||||
| 10.1 | Form of Indemnity Agreement between the Registrant and its officers and directors, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2013, Exhibit 10(d) thereto. | ||||
| 10.2 | Form of Change in Control Severance Agreement between WD-40 Company and officers, incorporated by reference from the Registrant’s Form 10-Q filed January 9, 2023, Exhibit 10(a) thereto. | ||||
| 104 | The cover page from this Current Report on Form 8-K/A, 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: June 25, 2026 | /s/ PHENIX Q. KIAMILEV | ||||
| Phenix Q. Kiamilev | |||||
| Vice President, General Counsel and | |||||
| Chief Compliance Officer | |||||
FAQ
What does WD-40 Company’s latest 8-K/A filing change?
The amendment updates disclosure about agreements with WD-40 Company’s new principal accounting officer. It records that he entered into a standard indemnity agreement and a change in control severance agreement, with no other parts of the earlier report revised.
Who is the WD-40 Company executive mentioned in this 8-K/A?
The filing concerns Nicholas D. Giordano, WD-40 Company’s newly appointed principal accounting officer. It confirms his entry into standard officer agreements and ties their effectiveness to June 29, 2026, the effective date of his appointment.
What agreements did WD-40 Company execute with Nicholas D. Giordano?
WD-40 Company and Nicholas D. Giordano executed two material agreements: an indemnity agreement and a change in control severance agreement. Both follow forms previously approved by the board for officers and referenced in earlier 10-K and 10-Q exhibits.
When do Nicholas D. Giordano’s agreements with WD-40 Company become effective?
Both the indemnity and change in control severance agreements become effective on June 29, 2026. That date matches the effective date of Nicholas D. Giordano’s appointment as principal accounting officer, aligning his role and contractual protections.
Does WD-40 Company’s amendment change any financial information?
The amendment does not revise financial statements or results. It is limited to updating Item 5.02(c)(3) to describe executed agreements with the new principal accounting officer, leaving all other previously reported information unchanged.