WD-40 officer reports tax withholding on RSU and MSU vesting

Rhea-AI Filing Summary

WD-40 Company (WDFC) officer Patricia Q. Olsem reported tax-withholding transactions on 10/27/2025. Two entries coded F reflect shares withheld to satisfy taxes upon equity vesting: 335 shares tied to the vesting of 933 RSUs and 401 shares tied to the vesting of 1,120 MSUs. These are not open‑market buys or sells.

Following the transactions, Olsem reported 5,074 shares held directly, which include components noted by the issuer’s equity awards, and 2,914 shares held indirectly by a family trust where voting and investment power are shared with a spouse. The filing lists her role as Division President, Americas.

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^*

Olsem Patricia Q

(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)
	Division President, Americas

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		335	D	(1)	5,475	D
Common Stock	10/27/2025		F		401	D	(2)	5,074(3)	D
Common Stock								2,914(4)	I	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. Shares withheld pursuant to mandatory provisions of Restricted Stock Unit (RSU) Award Agreement(s) in satisfaction of tax withholding obligations upon vesting of 933 RSUs.

2. Shares withheld pursuant to mandatory provisions of Market Share Unit (MSU) Award Agreement in satisfaction of tax withholding obligations upon vesting of 1,120 MSUs.

3. Amount reported includes: (i) 1,842 unvested RSUs, (ii) 644 shares of restricted Common Stock received upon settlement of performance stock units or PSUs, and (iii) 89 vested deferred performance units or DPUs, which are Common Stock equivalents.

4. Under the 2007 Olsem Family Trust, Reporting Person shares voting power and investment discretion with her spouse. Note: 5,274 shares previously reported as held by such trust was incorrect, and the difference is held directly by Reporting Person.

	Ann T. Nguyen, attorney-in-fact for Patricia Q. Olsem	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.

FAQ

What did WDFC’s officer report on Form 4?

Two tax-withholding transactions (code F) on 10/27/2025, withholding 335 and 401 shares upon RSU and MSU vesting.

Which awards triggered the share withholding for WDFC (WDFC)?

Vesting of 933 RSUs and 1,120 MSUs led to tax-withholding of shares.

How many WDFC shares does the reporting person hold directly after the transactions?

Direct holdings reported are 5,074 shares.

Does the reporting person have indirect WDFC holdings?

Yes. 2,914 shares are held indirectly by a family trust with shared voting and investment power.

Who is the reporting person and role at WDFC?

Patricia Q. Olsem, Division President, Americas.

What is transaction code F on a Form 4?

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