WD-40 Company (WDFC) director reports $200,000 in RSU awards and 9,349 shares owned

Rhea-AI Filing Summary

WD-40 Company director reports receipt of restricted stock units as part of board compensation. On December 12, 2025, a director of WD-40 Company received two restricted stock unit (RSU) awards under the company’s 2025 Directors’ Compensation Policy. One award covered 612 RSUs as the non-elective portion of annual director compensation, with an aggregate fair market value of approximately $125,000, and this award vests immediately upon grant. A second, elective award covered 367 RSUs in lieu of cash base compensation, with an aggregate fair market value of approximately $75,000, and is scheduled to vest in equal 1/12th installments per month over one year, subject to continued board service. After these grants, the reporting person beneficially owned 9,349 shares or share equivalents of WD-40 common stock, including purchased shares, vested RSUs treated as common stock equivalents, and unvested RSUs, which will be settled in common stock after board service ends.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Etchart Eric

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	612	$0.00	--
Grant/Award	Common Stock	367	$0.00	--

Holdings After Transaction: Common Stock — 8,982 shares (Direct)

Footnotes (1)

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 ("2025 Directors' Compensation Policy"). 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. Represents an elective RSU award covering shares of Issuer's common stock granted in accordance the 2025 Directors' Compensation Policy. This RSU award, which was granted effective December 12, 2025 ("Grant Date") and was in lieu of receiving cash for annual base compensation for directors, had an aggregate fair market value of approximately $75,000 on the Grant Date. Unless as otherwise provided in the 2025 Directors' Compensation Policy, and subject to continuous service as a director, the RSU award vests 1/12th per month over one year commencing on the first day of the calendar month after the Grant Date. Represents: (i) 2,000 shares acquired via stock purchases by Reporting Owner, (ii) 6,982 vested RSUs treated as common stock equivalents, and (iii) 367 unvested RSUs. Following termination of Reporting Person's service as a director, vested RSUs will be settled with Issuer's common stock.

Form 4 Insider Transactions: What Each Field Means →

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^*

Etchart Eric

(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)	8,982	D
Common Stock	12/12/2025		A		367(2)	A	(2)	9,349(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 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 ("2025 Directors' Compensation Policy"). 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 an elective RSU award covering shares of Issuer's common stock granted in accordance the 2025 Directors' Compensation Policy. This RSU award, which was granted effective December 12, 2025 ("Grant Date") and was in lieu of receiving cash for annual base compensation for directors, had an aggregate fair market value of approximately $75,000 on the Grant Date. Unless as otherwise provided in the 2025 Directors' Compensation Policy, and subject to continuous service as a director, the RSU award vests 1/12th per month over one year commencing on the first day of the calendar month after the Grant Date.

3. Represents: (i) 2,000 shares acquired via stock purchases by Reporting Owner, (ii) 6,982 vested RSUs treated as common stock equivalents, and (iii) 367 unvested RSUs. Following termination of Reporting Person's service as a director, vested RSUs will be settled with Issuer's common stock.

	Ann T. Nguyen, attorney-in-fact for Eric Etchart	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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