WD 40 CO CEO has 3,101 shares withheld for taxes

The withholding was tied to vesting of 6,092 RSUs, and the reported post-transaction direct holding was 40,517 shares.

Rhea-AI Filing Summary

WD 40 CO CEO and President Steven A. Brass reported that 3,101 shares were withheld on October 26, 2026, to satisfy tax-withholding obligations upon vesting of 6,092 restricted stock units. He reported 40,517 directly held shares after the transaction. No Rule 10b5-1 plan is reported. A footnote states the total previously reported should have reflected 43,618 shares.

Insider Trade Summary

Tax Withholding: 3,101 shares

Tax Withholding 1 txn

Insider Brass Steven A

Role CEO and President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	3,101	--	--

Holdings After Transaction: Common Stock — 40,517 shares (Direct)

Footnotes (2)

1. F1. Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreement(s) in satisfaction of tax withholding obligations upon vesting of 6,092 RSUs.
2. F2. Amount reported includes: (i) 16,906 unvested RSUs, (ii) 1,218 shares of restricted Common Stock received upon settlement of performance share units, (iii) 108 vested deferred performance units or DPUs, which are Common Stock equivalents, and (iv) 2,669 shares held in Reporting Person's WD-40 Company Profit Sharing / 401(k) Plan account. Note: The total previously reported should have reflected 43,618 shares.

Key Figures

Shares withheld for tax obligations: 3,101 shares RSUs vested: 6,092 RSUs Direct shares after transaction: 40,517 shares +2 more

5 metrics

Shares withheld for tax obligations 3,101 shares October 26, 2026

RSUs vested 6,092 RSUs Vesting associated with the tax withholding on October 26, 2026

Direct shares after transaction 40,517 shares Reported after the transaction

Previously reported total 43,618 shares A footnote says the total previously reported should have reflected this amount

Unvested RSUs included in reported amount 16,906 RSUs Included in the amount reported after the transaction

Key Terms

RSU Award Agreement(s), deferred performance units or DPUs, performance share units, tax withholding obligations

4 terms

RSU Award Agreement(s) financial

"mandatory provisions of Restricted Stock Unit (RSU) Award Agreement(s)"

deferred performance units or DPUs financial

"108 vested deferred performance units or DPUs"

performance share units financial

"shares of restricted Common Stock received upon settlement of performance share units"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

tax withholding obligations financial

"in satisfaction of tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many WDFC shares did CEO Steven A. Brass have withheld?

Steven A. Brass, WD 40 CO’s CEO and President, had 3,101 shares withheld on October 26, 2026, to satisfy tax-withholding obligations upon vesting of 6,092 RSUs. He reported 40,517 directly held shares afterward. No Rule 10b5-1 plan is reported.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/27/2026 - 09:01 PM EDT Accepted by SEC EDGAR 10/27/2026 - 09:01 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brass Steven A

(Last) (First) (Middle)

C/O: WD-40 COMPANY

9715 BUSINESSPARK AVENUE

(Street)

SAN DIEGO CALIFORNIA 92131

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WD 40 CO [ WDFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/26/2026		F		3,101	D	(1)	40,517(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreement(s) in satisfaction of tax withholding obligations upon vesting of 6,092 RSUs.

2. Amount reported includes: (i) 16,906 unvested RSUs, (ii) 1,218 shares of restricted Common Stock received upon settlement of performance share units, (iii) 108 vested deferred performance units or DPUs, which are Common Stock equivalents, and (iv) 2,669 shares held in Reporting Person's WD-40 Company Profit Sharing / 401(k) Plan account. Note: The total previously reported should have reflected 43,618 shares.

	Ann T. Nguyen, attorney-in-fact for Steven A. Brass	10/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)