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WD 40 CO

For the period ended Dec 12, 2025. Filed Oct 31, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 12, 2025 · Filed Oct 31, 2025

WDFC$221.58-2.5%Stored close · as of Nov 6, 2026
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Contents

Pay versus Performance Table

The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended August 31, 2025, 2024, 2023, 2022, and 2021, and our financial performance for each such fiscal year. The tabular and narrative disclosures provided are intended to be calculated in a manner consistent with applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate.

Fiscal Year · Summary Compensation Table Total PEO(1) · Compensation Actually Paid to PEO(1)(2) · Average Summary Compensation Table Total for Non-PEO NEOs(1) · Average Compensation Actually Paid to Non-PEO NEOs (1)(2) · Value of Initial Fixed $100 Investment Based On: · Net Income (in 000s)(4) · Global Adjusted EBITDA Post-GRP (in 000s)(5)
Total Shareholder Return (3) · Peer Group Total Shareholder Return (3)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
2025$4,266,899$1,479,081$1,137,795$655,935$114.01$151.51$90,994$107,927
2024$3,660,174$4,970,863$1,076,687$1,363,462$136.49$141.98$69,644$108,567
2023$2,458,653$2,715,405$817,106$865,284$109.96$121.63$65,993$94,734
2022$3,632,413$3,455,230$945,276$723,034$95.05$118.07$67,329$93,258
2021$3,729,888$4,241,228$1,267,213$1,490,577$118.59$145.58$70,229$105,932
Fiscal YearPrincipal Executive Officer (“PEO”)Non-PEO NEOs
2025Steven A. BrassSara K. Hyzer, Jeffrey G. Lindeman, William B. Noble, and Patricia Q. Olsem
2024Steven A. BrassSara K. Hyzer, Jeffrey G. Lindeman, William B. Noble, and Patricia Q. Olsem
2023Steven A. BrassJay W. Rembolt, Sara K. Hyzer, Phenix Q. Kiamilev, Jeffrey G. Lindeman, and Patricia Q. Olsem
2022Garry O. RidgeSteven A. Brass, Jay W. Rembolt, Phenix Q. Kiamilev, and Patricia Q. Olsem
2021Garry O. RidgeSteven A. Brass, Jay W. Rembolt, William B. Noble, and Patricia Q. Olsem

2 In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations were computed in accordance with FASB ASC Topic 718. Time-vested RSU grant date fair values are calculated using the stock price as of the date of grant. In accordance with the relevant rules, the fair values were remeasured as of the end of each fiscal year and as of each vesting date, during the years displayed in the table, using the stock price as of fiscal year end and as of each vesting date, respectively. Performance-based market share unit (“MSU”) fair values are calculated based on the Monte-Carlo valuation model as of the date of grant. Adjustments have been made using performance-based market share unit fair values as of each measurement date using the stock price as of the measurement date and updated Monte-Carlo assumptions. Performance-vested restricted stock (“PSU”) fair values are valued at zero at each respective measurement date, given all outstanding PSUs were accrued at and estimated to be earned below threshold (i.e., all shares forfeited) as of each respective measurement date. We provide information regarding the assumptions used to calculate the valuation of the awards in Note 16 to the consolidated financial statements included in the Annual Report on Form 10-K filed on October 27, 2025.

In the calculation of “Compensation Actually Paid” and presented in the table, the following amounts were deducted and added:

Fiscal YearNamed Executive OfficerSummary Compensation TableGrant Date Fair Value of Awards Granted in Fiscal YearYear End Fair Value of Unvested Awards Granted in Fiscal YearChange in Fair Value of Unvested Prior Year AwardsChange in Fair Value of Vested Prior Year AwardsValue of Awards Granted and Vested in Fiscal YearFair Value of Prior Year Awards Canceled as of Prior FYETotal Equity AdjustmentsCompensation Actually Paid
(a) · (b) · (c) · (d) · (e) · (f) · (g) · (h)=(c)+(d)+(e)+(f)+(g) · = (a)-(b)+(h)
2025PEO$4,266,899$3,242,147$2,111,234$(1,664,959)$8,054$—$—$454,329$1,479,081
Non-PEO NEOs$1,137,795$415,801$270,764$(338,710)$1,887$—$—$(66,059)$655,935

3 The Company Total Shareholder Return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our Annual Report on Form 10-K for the year ended August 31, 2025 pursuant to Item 201(e) of Regulation S-K: Russell 2000® Index (“Russell 2000”). The Russell 2000 was chosen because we do not believe we can reasonably identify any other industry index or specific peer issuer that would offer a meaningful comparison.

4 Represents the amount of net income reflected in the Company’s audited financial statements for the year indicated.

5 We have selected Global Adjusted EBITDA Post-GRP as our most important financial measure (that is not otherwise required to be disclosed in the table) used to link “compensation actually paid” to our NEOs to Company performance for fiscal year 2025. Global Adjusted EBITDA is used by the Compensation Committee and the Company as part of its calculation to determine GRP earned and as the sole measure for determining the level of achievement for vesting of PSUs. See additional information in the CD&A section of the Proxy Statement, including for the definition of Global Adjusted EBITDA Post-GRP.

Pay-versus-Performance Comparative Disclosure

The following tables reflect the relationships between compensation actually paid (“CAP” in the graphics below) to our PEO, and the average of compensation actually paid to our non-PEO NEOs, to (i) our net income, (ii) our Global Adjusted EBITDA (both Pre-GRP and Post-GRP) for the fiscal years 2021, 2022, 2023, 2024 and 2025 and (iii) the Company’s cumulative TSR and our peer group TSR for the same periods.

MetricFY 2021FY 2022FY 2023FY 2024FY 2025
PEO CAP ($M) - Garry O. Ridge$4.24$3.46N/AN/AN/A
PEO CAP ($M) - Steven A. Brass$0.00$0.00$2.72$4.97$1.48
Average NEO CAP ($M)$1.49$0.72$0.87$1.36$0.66
Net Income (000s)$70,229$67,329$65,993$69,644$90,994
MetricFY 2021FY 2022FY 2023FY 2024FY 2025
PEO CAP ($M) - Garry O. Ridge$4.24$3.46N/AN/AN/A
PEO CAP ($M) - Steven A. BrassN/AN/A$2.72$4.97$1.48
Average NEO CAP ($M)$1.49$0.72$0.87$1.36$0.66
Global Adjusted EBITDA Post-GRP (000s)$105,932$93,258$94,734$108,567$107,927
MetricFY 2021FY 2022FY 2023FY 2024FY 2025
PEO CAP ($M) - Garry O. Ridge$4.24$3.46N/AN/AN/A
PEO CAP ($M) - Steven A. BrassN/AN/A$2.72$4.97$1.48
Average NEO CAP ($M)$1.49$0.72$0.87$1.36$0.66
WDFC TSR$118.59$95.05$109.96$136.49$114.01
Russell 2000 TSR$145.58$118.07$121.63$141.98$151.51

Pay-versus-Performance Tabular List

We believe the following list reflects the most important financial performance measures used by us to link compensation actually paid to our NEOs to company performance for the fiscal year ended August 31, 2025 (see descriptions of such measures in the CD&A section of the Proxy Statement):

Adjusted EBITDA Pre-GRP (Global and Regional);

Global Adjusted EBITDA Post-GRP;

Adjusted Net Sales (Global and Regional);

Strategic Performance Measures; and

Relative Total Shareholder Return

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.