WD-40 (WDFC) Form 4: 1,751 RSUs Granted; 895 MSUs Vested for CFO

Rhea-AI Filing Summary

Sara K. Hyzer, Vice President, Finance & Chief Financial Officer of WD-40 Company (WDFC), reported transactions on 10/09/2025 showing a grant and performance settlement in company equity. She was granted 1,751 restricted stock units (RSUs) that vest annually over 3 years, and 895 market share units (MSUs) vested upon certification of market performance; the MSUs were originally granted on 10/10/2022 with a three-year performance cliff and will be settled in common stock per the award agreement.

The Form 4 shows beneficial ownership following these transactions of 6,723 shares (direct). The filing notes the total reported balance includes 2,906 unvested RSUs, 895 shares to be issued on MSU settlement, and 619 shares held in the reporting person’s WD-40 Company Profit Sharing/401(k) account (which has received quarterly stock dividends since the prior Form 4).

Positive

• 1,751 RSU grant aligns CFO incentives with shareholder value through 3-year vesting
• 895 MSUs vested upon certified market performance, indicating performance targets were met
• Transparent reporting of holdings including unvested RSUs, MSU settlement shares, and 401(k) stock balance

Negative

• Potential dilution when RSUs and MSUs settle into common stock (shares to be issued upon settlement)
• Vesting dependence on continued employment for RSUs could create retention risk if employment ends before vesting

Insights

Compensation & Equity Plan Analyst

RSU grant plus MSU settlement shows standard senior‑executive equity compensation and multi‑year alignment.

The 1,751 RSU grant vests annually over 3 years, a common structure to retain senior executives and align incentives across fiscal years. The 895 MSU shares vested on market performance tied to the three‑year cliff that began on 10/10/2022, indicating the company certified the underlying performance condition.

Key dependencies include future stock settlement timing and continued employment for RSU vesting; investors may monitor the settlement dates and any similar future awards as near‑term dilution events within the next 3 years.

Corporate Governance Specialist

Filing documents transparent insider holdings and standard plan mechanics; no unusual transactions disclosed.

The Form 4 reports direct beneficial ownership of 6,723 shares after the reported transactions and details holdings across unvested RSUs, settled MSUs, and the 401(k) account. The inclusion of quarterly stock dividends into the 401(k) balance is explicitly noted.

Governance watchers should note continued routine equity compensation for the CFO and can track future Form 4 filings for changes in ownership or new awards that would affect executive alignment and outstanding share count over the coming 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
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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^*

HYZER SARA KATHLEEN

(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)
	VP, Finance & CFO

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		1,751	A	(1)	5,828	D
Common Stock	10/09/2025		A		895	A	(2)	6,723(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) 2,906 unvested RSUs (which include the grant of RSUs reported in this Form 4), (ii) 895 shares of Common Stock to be issued upon settlement of MSUs, and (iii) 619 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 Sara K. Hyzer	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).
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FAQ

What did WDFC CFO Sara Hyzer report on the Form 4 dated 10/09/2025?

The Form 4 shows a grant of 1,751 RSUs and the vesting/settlement of 895 MSUs, resulting in 6,723 shares beneficially owned following the transactions.

How do the RSUs granted to Sara Hyzer vest?

Unless otherwise specified in the award agreement, the RSUs vest annually over 3 years under the WD-40 Company 2016 Stock Incentive Plan.

When were the MSUs that vested originally granted?

The MSUs were granted on 10/10/2022 with a 3-year performance cliff and were certified for settlement based on achieved market performance.

How many unvested RSUs and other share types are included in the reported balance?

The filing reports 2,906 unvested RSUs, 895 shares to be issued upon MSU settlement, and 619 shares held in the reporting person’s WD-40 Company Profit Sharing/401(k) account.

Does the Form 4 indicate any sale of shares by the reporting person?

No. The Form 4 reports only acquisitions/vestings (Code A); there are no dispositions reported on these transactions.