WD-40 insider receives 972 RSUs and 821 MSUs, ownership 4,809

Rhea-AI Filing Summary

Reporting person: Phenix Q. Kiamilev, VP, GC & Chief Compliance Officer of WD-40 Company (WDFC), reported equity changes on 10/09/2025.

The filing shows a grant of 972 restricted stock units (RSUs) that vest annually over three years and the certification-based vesting of 821 market share units (MSUs) granted on 10/10/2022, which will settle in common stock when the MSU agreement's settlement date occurs. Following these transactions the reporting person beneficially owns 4,809 shares indirectly through The Kiamilev Family Trust and holds 1,659 unvested RSUs plus 213 shares in a WD-40 401(k) account (including quarterly stock dividends).

Insights

Corporate Governance Analyst

Insider awarded equity tied to service and performance; holdings are largely indirect via family trust.

The report documents a 972-unit RSU grant that vests over three years and 821 MSUs that vest on a three-year performance cliff and will settle in common stock. These awards align compensation with multi-year retention and performance objectives, increasing potential future dilution only if awards vest and settle.

Key dependencies include actual performance certification for the MSUs and the RSU vesting schedule; the trustee arrangement under The Kiamilev Family Trust shares voting and investment discretion with the spouse. Watch for MSU settlement timing and future Form 4s around the MSU settlement date in the next performance cycle.

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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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^*

KIAMILEV PHENIX Q.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, GC & Chief Compliance Ofcr

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		972	A	(1)	3,988	I(2)	By Trust
Common Stock	10/09/2025		A		821	A	(3)	4,809(4)	I(2)	By Trust

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. Under The Kiamilev Family Trust established on October 5, 2012, Reporting Person shares voting power and investment discretion with her spouse.

3. 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.

4. As of the filing date, the amount reported includes: (i) 1,659 unvested RSUs (which include the grant of RSUs reported in this Form 4), (ii) 821 shares of Common Stock to be issued upon settlement of MSUs, and (iii) 213 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 Phenix Q. Kiamilev	10/10/2025
	** Signature of Reporting Person	Date
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