WD-40 officer receives 1,011 RSUs and 1,120 MSUs; holdings rise

Rhea-AI Filing Summary

Insider transaction summary: An officer of WD-40 Company (WDFC) received equity awards and holds both direct and indirect common stock. On 10/09/2025 the reporting person was granted 1,011 restricted stock units (RSUs) that generally vest annually over 3 years and had 1,120 market share units (MSUs) that vested upon certification of performance. Following these items and existing holdings, the filing reports 3,450 shares beneficially owned directly and 5,274 shares indirectly via the Olsem Family Trust.

The MSUs were originally granted on 10/10/2022 and are to be settled in common stock per the award agreement. The reporting person shares voting power and investment discretion for the trust with a spouse. The Form 4 was signed on 10/10/2025.

Positive

• 1,011 RSUs granted provide retention incentives through annual vesting
• 1,120 MSUs settled upon market performance alignment ties pay to company results
• Direct beneficial ownership increased to 3,450 shares, strengthening officer alignment with shareholders

Negative

• Indirect ownership of 5,274 shares via family trust shares voting power, which may dilute individual voting transparency
• MSU settlement contingent on certification, so actual share issuance depends on future performance verification

Insights

Corporate Governance Analyst

Officer received time- and performance-based equity that increases stake and aligns pay with company results.

The grant of 1,011 RSUs with annual vesting over three years and the settlement of 1,120 MSUs tied to certified market performance increases direct beneficial ownership to 3,450 shares. Time-based RSUs provide retention incentives while MSUs link compensation to measurable market outcomes.

Governance dependencies include the MSU certification process and the trust's shared voting power. Watch for future filings showing MSU settlement timing and any additional vesting events within the next 3 years that would affect dilution and insider ownership.

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
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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^*

Olsem Patricia Q

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Division President, Americas

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		1,011	A	(1)	2,330	D
Common Stock	10/09/2025		A		1,120	A	(2)	3,450(4)	D
Common Stock								5,274(5)	I(3)	By Trust

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. Under the 2007 Olsem Family Trust, Reporting Person shares voting power and investment discretion with her spouse.

4. As of the filing date, the amount reported includes: (i) 1,011 unvested RSUs (the grant of RSUs reported in this Form 4), (ii) 1,120 shares of Common Stock to be issued upon settlement of MSUs, (iii) 644 shares of restricted Common Stock received upon settlement of performance stock units or PSUs, and (iv) 89 vested deferred performance units or DPUs, which are Common Stock equivalents.

5. As of the filing date, the amount reported includes 831 unvested RSUs.

	Ann T. Nguyen, attorney-in-fact for Patricia Q. Olsem	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 did WDFC insider Patricia Q. Olsem acquire on 10/09/2025?

The filing reports a grant of 1,011 RSUs and the vesting/settlement of 1,120 MSUs on 10/09/2025.

How many WDFC shares does the reporting person beneficially own after the transactions?

Following the reported transactions, the filing lists 3,450 shares beneficially owned directly and 5,274 shares indirectly via the Olsem Family Trust.

What are the vesting terms for the RSUs reported by WDFC insider?

The 1,011 RSUs generally vest annually over 3 years unless the RSU award agreement specifies otherwise.

When were the MSUs that settled awarded?

The MSUs were granted on 10/10/2022 and are settled in common stock upon certification of market performance.

Does the reporting person control the trust holdings?

The filing states the reporting person shares voting power and investment discretion in the 2007 Olsem Family Trust with her spouse.