WD-40 Company (WDFC) director reports $125K RSU grant, 6,474 shares held

Rhea-AI Filing Summary

WD-40 Company director David Pendarvis reported receiving a restricted stock unit (RSU) award covering 612 shares of the company’s common stock. The grant was effective December 12, 2025, had an aggregate fair market value of approximately $125,000, represents the non-elective portion of annual director compensation, and vests upon grant.

Following this award, Pendarvis beneficially owns 6,474 common stock equivalents, consisting of 851 shares acquired through stock purchases and 5,623 vested RSUs. The vested RSUs are treated as common stock equivalents and will be settled in WD-40 Company common stock after his service as a director 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

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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^*

PENDARVIS DAVID

(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)	6,474(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) 851 shares acquired via stock purchases by Reporting Owner, and (ii) 5,623 vested RSUs treated as common stock equivalents. 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 David Pendarvis	12/12/2025
	** 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).
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FAQ

What insider transaction did WD-40 Company (WDFC) report on December 12, 2025?

WD-40 Company reported that director David Pendarvis received a restricted stock unit award covering 612 shares of common stock effective December 12, 2025, with an aggregate fair market value of approximately $125,000.

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

After the reported transaction, director David Pendarvis beneficially owns 6,474 common stock equivalents of WD-40 Company.

What is the value of the RSU award granted to the WD-40 Company (WDFC) director?

The restricted stock unit award granted to director David Pendarvis had an aggregate fair market value of approximately $125,000 on December 12, 2025.

How is the director compensation RSU award at WD-40 Company (WDFC) structured?

The 612-share RSU award is the non-elective portion of annual director compensation granted under the Directors' Compensation Policy and Election Plan and vests upon grant.

How are vested RSUs for WD-40 Company (WDFC) director David Pendarvis settled?

The filing states that 5,623 vested RSUs are treated as common stock equivalents and, after termination of his service as a director, will be settled in WD-40 Company common stock.

What makes up David Pendarvis' beneficial ownership in WD-40 Company (WDFC)?

Director David Pendarvis beneficially owns 6,474 common stock equivalents, comprised of 851 shares acquired through stock purchases and 5,623 vested RSUs.