WD-40 Company (WDFC) director reports $125,000 RSU stock award

Rhea-AI Filing Summary

WD-40 Company director Daniel T. Carter reported receiving a restricted stock unit (RSU) award covering 612 shares of WD-40 common stock on December 12, 2025. The award was granted under the company’s Directors' Compensation Policy and Election Plan adopted on June 16, 2025, represents the non-elective portion of annual director compensation, had an aggregate fair market value of approximately $125,000 on the grant date, and vests upon grant.

Following this transaction, the director beneficially owns 7,817 shares in total, consisting of 1,000 shares acquired via stock purchase and 6,817 vested RSUs treated as common stock equivalents, which will be settled in WD-40 common stock after the director’s service ends.

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

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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^*

CARTER DANIEL T

(Last) (First) (Middle)

C/O: WD-40 COMPANY

9715 BUSINESSPARK AVENUE

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		A		612(1)	A	(1)	7,817(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. Represents a restricted stock unit ("RSU") award covering shares of Issuer's common stock granted in accordance with Issuer's Directors' Compensation Policy and Election Plan adopted on June 16, 2025. This RSU award, which was granted effective December 12, 2025 and had an aggregate fair market value of approximately $125,000 on such date, is the non-elective portion of annual director compensation and vests upon grant.

2. Represents: (i) 1,000 shares acquired via stock purchase by Reporting Owner, and (ii) 6,817 vested RSUs treated as common stock equivalents. Following termination of the Reporting Person's service as a director, vested RSUs will be settled with Issuer's common stock.

	Ann T. Nguyen, attorney-in-fact for Daniel T. Carter	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did WD-40 Company (WDFC) report for director Daniel T. Carter?

The filing reports that Daniel T. Carter, a director of WD-40 Company, received a restricted stock unit (RSU) award covering 612 shares of the company’s common stock on December 12, 2025.

What is the value of the RSU award reported in the WDFC insider filing?

The RSU award covering 612 shares of WD-40 common stock had an aggregate fair market value of approximately $125,000 on December 12, 2025, the grant date.

How do the new RSUs granted to the WD-40 (WDFC) director vest?

The RSU award granted to the WD-40 director is described as the non-elective portion of annual director compensation and vests upon grant, meaning it becomes fully vested immediately on the grant date.

How many WD-40 Company (WDFC) shares does the director beneficially own after this transaction?

After the reported RSU grant, the director beneficially owns 7,817 shares, consisting of 1,000 shares acquired via stock purchase and 6,817 vested RSUs treated as common stock equivalents.

What happens to the director’s vested RSUs in WD-40 Company (WDFC)?

The filing states that following termination of the director’s service, vested RSUs will be settled with WD-40 Company common stock, meaning the RSUs will convert into actual shares at that time.

Under what plan was the WD-40 (WDFC) director’s RSU award granted?

The RSU award was granted in accordance with WD-40 Company’s Directors' Compensation Policy and Election Plan, which was adopted on June 16, 2025.