WD-40 Company (WDFC) details 612-share RSU grant to director Lara L. Lee

Rhea-AI Filing Summary

WD-40 Company director Lara L. Lee received a restricted stock unit (RSU) award covering 612 shares of the company’s common stock, effective December 12, 2025. The grant was made under the company’s Directors’ Compensation Policy and Election Plan and represents the non-elective portion of annual director compensation. It had an aggregate fair market value of approximately $125,000 on the grant date and vests immediately upon grant.

After this transaction, Lee beneficially owns 2,503 fully vested RSUs that are treated as common stock equivalents. The total reflects a downward adjustment of 7 units because a prior year’s grant was previously reported as 412 RSUs instead of the correct 405. These RSUs will be settled in WD-40 Company common stock after she ceases serving as a director.

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

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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^*

Lee Lara L

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		A		612(1)	A	(1)	2,503(2)	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 restricted stock unit ("RSU") award covering shares of Issuer's common stock granted in accordance with Issuer's Directors' Compensation Policy and Election Plan adopted on June 16, 2025. This RSU award, which was granted effective December 12, 2025 and had an aggregate fair market value of approximately $125,000 on such date, is the non-elective portion of annual director compensation and vests upon grant.

2. Represents fully vested RSUs treated as common stock equivalents (adjusted downward by 7 due to last year's grant erroneously reported as 412 instead of 405). Following termination of the Reporting Person's service as a director, the RSUs will be settled with Issuer's common stock.

	Ann T. Nguyen, attorney-in-fact for Lara L. Lee	12/12/2025
	** 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 transaction did WD-40 Company (WDFC) report for its director?

Director Lara L. Lee received a restricted stock unit (RSU) award covering 612 shares of WD-40 Company common stock effective December 12, 2025.

What was the value and vesting terms of the new WD-40 Company RSU grant?

The RSU award had an aggregate fair market value of approximately $125,000 on the grant date and vests upon grant as part of annual director compensation.

How many WD-40 Company shares does the director beneficially own after this grant?

Following the transaction, Lara L. Lee beneficially owns 2,503 fully vested RSUs that are treated as common stock equivalents.

When will the director’s RSUs be settled into WD-40 Company common stock?

The fully vested RSUs will be settled in WD-40 Company common stock after Lara L. Lee’s termination of service as a director.

Why was the WD-40 Company director’s RSU balance adjusted by 7 units?

The 2,503-unit total reflects a downward adjustment of 7 RSUs because a prior year’s grant was erroneously reported as 412 instead of 405.

Under what plan was the WD-40 Company RSU award granted to the director?

The 612-share RSU award was granted under WD-40 Company’s Directors’ Compensation Policy and Election Plan adopted on June 16, 2025.