WD-40 insider filing shows tax-withholding on RSU/MSU vesting

Rhea-AI Filing Summary

WD-40 Company (WDFC) reported an insider transaction for officer Jeffrey G. Lindeman. On 10/27/2025, two tax-withholding transactions (code F) occurred upon equity vesting: 260 shares from RSU vesting and 294 shares from MSU vesting were withheld to satisfy taxes. Following these transactions, direct beneficial ownership is listed as 4,900 shares. Footnotes state this amount includes 1,514 unvested RSUs, 253 shares of restricted common stock from PSU settlement, and 697 shares held in a WD-40 Company Profit Sharing / 401(k) Plan account.

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^*

LINDEMAN JEFFREY G

(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, Chief People, Cult. & Cap.

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2025

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	10/27/2025		F		260	D	(1)	5,194	D
Common Stock	10/27/2025		F		294	D	(2)	4,900(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. Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreement(s) in satisfaction of tax withholding obligations upon vesting of 721 RSUs.

2. Shares withheld pursuant to mandatory provisions of Market Share Unit (MSU) Award Agreement in satisfaction of tax withholding obligations upon vesting of 821 MSUs.

3. Amount reported includes: (i) 1,514 unvested RSUs, (ii) 253 shares of restricted Common Stock received upon settlement of performance stock units or PSUs, and (iii) 697 shares held in Reporting Person's WD-40 Company Profit Sharing / 401(k) Plan account.

	Ann T. Nguyen, attorney-in-fact for Jeffrey G. Lindeman	10/28/2025
	** 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 disclose on this Form 4?

An officer reported two tax-withholding transactions (code F) on 10/27/2025 tied to vesting equity awards, with shares withheld to satisfy tax obligations.

How many WDFC shares were withheld for taxes and from which awards?

260 shares were withheld upon vesting of 721 RSUs, and 294 shares were withheld upon vesting of 821 MSUs.

What is the officer’s beneficial ownership after the transactions?

Direct beneficial ownership is reported as 4,900 shares following the transactions.

What additional equity holdings are noted in the footnotes?

The amount reported includes 1,514 unvested RSUs, 253 restricted common shares from PSU settlement, and 697 shares in a WD-40 Company Profit Sharing / 401(k) Plan.

Who is the reporting person and their role at WDFC?

Jeffrey G. Lindeman, listed as VP, Chief People, Cult. & Cap.

What was the transaction date on the WDFC Form 4?

The transactions occurred on 10/27/2025.