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WDFC insider reports RSU/MSU tax withholding; 8,097 shares owned

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WD-40 Company (WDFC) insider filing: Officer and Group Managing Director William B. Noble reported two tax-withholding transactions on 10/27/2025 related to equity awards. The filing shows 258 and 316 shares of Common Stock withheld under Transaction Code F to satisfy taxes upon the vesting of 546 RSUs and 672 MSUs, respectively.

Following these events, Noble beneficially owned 8,097 shares directly. This total includes 479 unvested RSUs, 522 shares of restricted Common Stock received from PSU settlements, and 280 vested deferred performance units (Common Stock equivalents).

Positive

  • None.

Negative

  • None.

Insights

Administrative share withholding; no open‑market sale.

Transaction Code F indicates shares were withheld to cover taxes upon equity vesting, not sold on the open market. The filing lists 258 and 316 shares withheld tied to vesting of 546 RSUs and 672 MSUs.

After these settlements, beneficial ownership is reported at 8,097 shares, which includes unvested RSUs, restricted stock from PSU settlements, and vested deferred performance units. Actual trading activity depends on future awards and vesting outcomes.

Insider NOBLE WILLIAM B
Role Group Managing Director
Type Security Shares Price Value
Tax Withholding Common Stock 258 $0.00 --
Tax Withholding Common Stock 316 $0.00 --
Holdings After Transaction: Common Stock — 7,741 shares (Direct)
Footnotes (1)
  1. Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreement(s) in satisfaction of tax withholding obligations upon vesting of 546 RSUs. Shares withheld pursuant to mandatory provisions of Market Share Unit (MSU) Award Agreement in satisfaction of tax withholding obligations upon vesting of 672 MSUs. Total includes: (i) 479 unvested restricted stock units, (ii) 522 shares of restricted Common Stock received upon settlement of performance stock units or PSUs, and (iii) 280 vested deferred performance units, which are Common Stock equivalents.
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
NOBLE WILLIAM B
(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)
Group Managing Director
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 258 D (1) 7,741 D
Common Stock 10/27/2025 F 316 D (2) 8,097(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 546 RSUs.
2. Shares withheld pursuant to mandatory provisions of Market Share Unit (MSU) Award Agreement in satisfaction of tax withholding obligations upon vesting of 672 MSUs.
3. Total includes: (i) 479 unvested restricted stock units, (ii) 522 shares of restricted Common Stock received upon settlement of performance stock units or PSUs, and (iii) 280 vested deferred performance units, which are Common Stock equivalents.
Ann T. Nguyen, attorney-in-fact for William B. Noble 10/29/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did WD-40 (WDFC) report in this Form 4?

An officer reported two tax-withholding transactions (Code F) on 10/27/2025 related to equity award vesting.

How many WD-40 (WDFC) shares were withheld for taxes?

Shares withheld totaled 258 and 316 for tax withholding tied to RSU and MSU vesting.

What equity awards vested for the WDFC officer?

Vesting covered 546 Restricted Stock Units (RSUs) and 672 Market Share Units (MSUs).

How many WD-40 (WDFC) shares does the officer report owning after these transactions?

Beneficial ownership is reported at 8,097 shares directly after the transactions.

What does Transaction Code F mean on a Form 4 for WDFC?

Code F indicates shares were withheld to satisfy tax obligations upon the vesting of equity awards.

What components are included in the 8,097 WDFC shares?

They include 479 unvested RSUs, 522 restricted shares from PSU settlements, and 280 vested deferred performance units.