WD-40 (WDFC) insider RSU grant and MSU settlement on 10/09/2025

Rhea-AI Filing Summary

Insider award and vesting recorded for WD-40 Company (WDFC). The filing shows that Jeffrey G. Lindeman, VP, Chief People, Cult. & Cap., received 843 restricted stock units (RSUs) and had 821 market share units (MSUs) settled/issued on 10/09/2025. The RSUs are grants under the 2016 Stock Incentive Plan and generally vest annually over 3 years, while the MSUs were granted on 10/10/2022 with a three-year performance cliff and will be settled in common stock when certified. The filing reports total beneficial ownership components including 1,510 unvested RSUs, 821 shares to be issued upon MSU settlement, and 697 shares in the WD-40 401(k) plan, with quarterly stock dividends credited to the 401(k) since the last Form 4.

Positive

• Grant of 843 RSUs supports executive retention through 3-year annual vesting
• 821 MSUs settled/issued indicate performance awards were certified and converted to shares
• 401(k) holdings include quarterly stock dividends, showing reinvestment of dividends into plan

Negative

• Significant portion of holdings are unvested (1,510 unvested RSUs), so immediate ownership is limited
• MSU settlement depends on future certification, creating uncertainty about final share issuance timing

Insights

Corporate Governance Analyst

Insider compensation and performance-based vesting may align executive incentives with shareholder value.

The transaction records a mix of time-based RSUs and performance-based MSUs, which is common for aligning retention and performance goals. The RSUs vest annually over 3 years, supporting executive retention, while the MSUs use a 3-year performance cliff that ties payout to certified market metrics.

Dependencies include the certification of performance that triggers MSU settlement and the continued accrual of quarterly stock dividends into the reporting person's 401(k). Monitor the next certification milestone and future Form 4 filings for additional vesting or settlements within the next 12 months.

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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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)
10/09/2025

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		843	A	(1)	4,633	D
Common Stock	10/09/2025		A		821	A	(2)	5,454(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 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. 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.

3. As of the filing date, the amount reported includes: (i) 1,510 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) 697 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 Jeffrey G. Lindeman	10/10/2025
	** 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.
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FAQ

What insider activity did WDFC report on 10/09/2025?

The filing shows 843 RSUs were granted and 821 MSUs were settled/issued on 10/09/2025 to Jeffrey G. Lindeman.

How do the RSUs granted to the WDFC executive vest?

The RSUs are granted under the 2016 Stock Incentive Plan and, unless the award agreement provides otherwise, vest annually over 3 years.

When were the MSUs originally granted for the WDFC filing?

The MSUs were granted on 10/10/2022 with a 3-year performance cliff and settle in common stock upon certification of market performance.

How many unvested RSUs and 401(k) shares does the reporting person hold?

As of the filing date the reporting person had 1,510 unvested RSUs and 697 shares held in the WD-40 Company Profit Sharing / 401(k) Plan account.

Does the filing show any cash prices or exercise prices for these awards?

No cash sale, purchase price, or derivative exercise price is disclosed; the reported items are grants and settlements of RSUs and MSUs.