WD-40 CEO receives 7,783 RSUs; 3,883 performance shares settled

Rhea-AI Filing Summary

WD-40 Company director and CEO Steven A. Brass reported two equity transactions dated 10/09/2025. He received 7,783 restricted stock units (RSUs) granted under the 2016 Stock Incentive Plan that generally vest annually over 3 years. He also recorded the settlement/vesting of 3,883 market share units (MSUs) tied to a 3-year performance cliff originally granted on 10/10/2022, which will be settled in common stock per the MSU agreement. After these transactions the filing shows beneficial ownership of 37,751 shares (including unvested RSUs, MSUs to be issued, vested deferred performance units and 401(k) plan shares). The report was signed by an attorney-in-fact on 10/10/2025.

Positive

• 7,783 RSU grant with 3-year annual vesting aligns executive incentives with long-term shareholder value
• 3,883 MSUs settled upon certified market performance, showing compensation tied to measurable goals
• Total beneficial ownership of 37,751 shares (including plan holdings and equivalents) increases insider stake

Negative

• None.

Insights

Compensation & Governance Analyst

Equity awards and performance-settled units increase insider alignment with shareholders.

The 7,783 RSU grant uses multi-year time-based vesting, which phases compensation over 3 years and encourages retention. The 3,883 MSUs represent performance-based equity tied to a three-year vesting cliff that vests upon certification of market performance achieved.

Key dependencies include the MSU performance certification schedule and the remaining unvested RSU tranche timing; monitor upcoming vesting dates around the end of the applicable performance/vesting periods for potential share settlement and dilution over the next 1–3 years.

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 AVE.

(Street)

SAN DIEGO CA 92131

(City) (State) (Zip)

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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

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

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

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

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	10/09/2025		A		7,783	A	(1)	33,868	D
Common Stock	10/09/2025		A		3,883	A	(2)	37,751(3)	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. Represents a grant of restricted stock units (RSUs) under the WD-40 Company 2016 Stock Incentive Plan, as amended and restated effective December 12, 2023. Except as otherwise provided in the RSU award agreement, the RSUs vest annually over 3 years.

2. Represents the vesting of market share units (MSUs) upon certification of market performance achieved. The 3-year performance cliff vesting MSUs were granted on October 10, 2022 under the WD-40 Company 2016 Stock Incentive Plan and will be settled with Issuer's Common Stock on the date provided for in the MSU award agreement.

3. As of the filing date, the amount reported includes: (i) 14,672 unvested RSUs (which include the grant of RSUs reported in this Form 4), (ii) 3,883 shares of Common Stock to be issued upon settlement of MSUs, (iii) 108 vested deferred performance units or DPUs, which are Common Stock equivalents, and (iv) 2,259 shares held in Reporting Person's WD-40 Company Profit Sharing / 401(k) Plan account. The current balance in the 401(k) account includes quarterly stock dividends received since the last Form 4 filing.

	Ann T. Nguyen, attorney-in-fact for Steven A. Brass	10/10/2025
	** 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.

FAQ

What transactions did Steven A. Brass report on Form 4 for WDFC?

He reported a grant of 7,783 RSUs and the settlement/vesting of 3,883 MSUs, both dated 10/09/2025.

How do the reported RSUs vest?

The RSUs vest annually over 3 years under the WD-40 Company 2016 Stock Incentive Plan, subject to the RSU award agreement.

When were the MSUs originally granted and how are they settled?

The MSUs were granted on 10/10/2022 with a 3-year performance cliff and will be settled in the issuer's common stock upon certification of performance.

What is Steven Brass's total beneficial ownership after the transactions?

The filing reports 37,751 shares beneficially owned, including unvested RSUs, MSU settlement shares, vested DPUs, and 401(k) plan shares.