WD-40 CEO reports tax-withholding transactions; holdings at 33,399

Rhea-AI Filing Summary

WD-40 Company (WDFC) President & CEO and Director Steven A. Brass filed a Form 4 reporting tax-withholding related share transactions. On 10/27/2025, the issuer withheld 2,380 shares and 1,972 shares (transaction code F) to satisfy taxes upon the vesting of 4,684 RSUs and 3,883 MSUs, respectively. Following these withholdings, Brass directly beneficially owns 33,399 shares.

Footnotes note that the reported holdings include 13,189 unvested RSUs, 1,218 shares of restricted common stock, 108 DPUs (common stock equivalents), and 2,259 shares held in a 401(k) plan account.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Brass Steven A

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,380	$0.00	--
Tax Withholding	Common Stock	1,972	$0.00	--

Holdings After Transaction: Common Stock — 35,371 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 4,684 RSUs. Shares withheld pursuant to mandatory provisions of Market Share Unit (MSU) Award Agreement in satisfaction of tax withholding obligations upon vesting of 3,883 MSUs. Amount reported includes: (i) 13,189 unvested RSUs, (ii) 1,218 shares of restricted Common Stock received upon settlement of performance stock units, (iii) 108 vested deferred performance units or DPUs, which are Common Stock equivalents, and (iv) 2,259 shares held in Reporting Person's WD-40 Company Profit Sharing / 401(k) Plan account.

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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^*

Brass Steven A

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		2,380	D	(1)	35,371	D
Common Stock	10/27/2025		F		1,972	D	(2)	33,399(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 4,684 RSUs.

2. Shares withheld pursuant to mandatory provisions of Market Share Unit (MSU) Award Agreement in satisfaction of tax withholding obligations upon vesting of 3,883 MSUs.

3. Amount reported includes: (i) 13,189 unvested RSUs, (ii) 1,218 shares of restricted Common Stock received upon settlement of performance stock units, (iii) 108 vested deferred performance units or DPUs, which are Common Stock equivalents, and (iv) 2,259 shares held in Reporting Person's WD-40 Company Profit Sharing / 401(k) Plan account.

	Ann T. Nguyen, attorney-in-fact for Steven A. Brass	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).
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.

FAQ

What did WDFC’s CEO report on this Form 4?

Steven A. Brass reported tax-withholding transactions where shares were withheld upon vesting of equity awards, coded as F for tax withholding.

How many WDFC shares were withheld for taxes?

The issuer withheld 2,380 shares tied to 4,684 RSUs and 1,972 shares tied to 3,883 MSUs on 10/27/2025.

How many WDFC shares does the CEO now directly own?

After the reported transactions, Steven A. Brass directly beneficially owns 33,399 shares.

What is transaction code F on a Form 4?

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

What equity awards vested for the WDFC CEO?

Vesting involved 4,684 RSUs and 3,883 MSUs.

What else is included in the CEO’s reported holdings?

Footnotes state the amount includes 13,189 unvested RSUs, 1,218 restricted shares, 108 DPUs, and 2,259 shares in a 401(k) plan.