Form 8-K

8-K — WD 40 CO

Accession: 0000105132-26-000068

Filed: 2026-09-03

Period: 2026-09-01

CIK: 0000105132

SIC: 2890 (MISCELLANEOUS CHEMICAL PRODUCTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — wdfc-20260901.htm (Primary)

EX-99.1 (exh9911.htm)

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FALSE000010513200001051322026-09-032026-09-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

FORM 8-K

__________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): September 3, 2026 (September 1, 2026)

WD-40 COMPANY

(Exact Name of Registrant as specified in its charter)

__________

Delaware 000-06936 95-1797918

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

WD 40 CO

(Commission Company Name)

(I.R.S. Employer

Identification Number)

9715 Businesspark Avenue, San Diego, California 92131

(Address of principal executive offices, with zip code)

(619) 275-1400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of exchange on which registered

Common stock, par value $0.001 per share WDFC NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Keith Stauffer as Vice President, Global Finance, and Chief Financial Officer

On September 3, 2026, WD-40 Company (the “Company”) announced the appointment of Keith Stauffer, age 57, as Vice President, Global Finance, effective September 7, 2026, and Chief Financial Officer (“CFO”), effective November 2, 2026. To support this leadership transition, Sara K. Hyzer will continue to serve in her current roles as Vice President, Finance, and CFO until November 2, 2026 when she assumes her new role as Division President, Americas.

Prior to joining the Company, Mr. Stauffer served as CFO, U.S. for Galderma S.A. from July 2025 to August 2026, and CFO for TerrAscend Corp., a publicly traded company, from April 2020 to July 2025. Earlier in his career, Mr. Stauffer held senior finance leadership positions at Coty Inc., The Hershey Company, Dell Technologies and Procter & Gamble, gaining extensive experience in consumer products, international operations and business transformation. Mr. Stauffer holds a Bachelor of Science in Industrial Engineering and a Master of Business Administration, Finance from Purdue University.

Mr. Stauffer’s compensation arrangements in connection with his appointment include the following: (i) an annual base salary of $525,000; (ii) eligibility in the Company’s Growth Reward Program (an annual cash incentive) with a target of 60% of eligible earnings during the fiscal year (with a maximum of up to 120%); (iii) a retention-based equity award of restricted stock units (“RSUs”) equal to $500,000 that vest annually over three years; (iv) two long-term performance-based equity awards: (1) market share units or MSUs equal to $250,000, with achievement based on the Company’s total stockholder return, and (2) performance share units or PSUs equal to $250,000, with achievement based on a Company financial metric; the determination of the level of achievement and whether each three-year fiscal period performance-based award will vest will not occur until October 2029; and (v) a one-time grant of $700,000 in RSUs, which vest annually over three years. These equity awards under the 2016 Stock Incentive Plan, as amended, are expected to be granted during the Company’s annual grant cycle that typically occurs in early October.

In connection with his appointment, Mr. Stauffer will receive a one-time cash sign-on bonus of approximately $543,000. The payment includes a tax gross-up intended to provide Mr. Stauffer with approximately $338,000 after taxes, corresponding to the amount he must repay to his former employer for a previously paid retention bonus. The Company will pay the sign-on bonus on September 25, 2026 (unless Mr. Stauffer elects to defer such payment), and such sign-on bonus will be subject to applicable tax withholding. If Mr. Stauffer voluntarily terminates his employment or the Company terminates his employment for cause before September 6, 2028, he must repay a prorated portion of the sign-on bonus not to exceed $408,000. Mr. Stauffer will also receive benefits generally consistent with those offered to other U.S.-based executive officers, which includes an annual vehicle allowance of $19,800 and employer profit sharing and matching contributions to the Company’s Profit Sharing / 401(k) Plan and Trust, the cost of which is estimated to be $96,000.

There is no arrangement or understanding between Mr. Stauffer and any other person pursuant to which he was appointed CFO. Furthermore, there are no family relationships between Mr. Stauffer and any director or other executive officer of the Company, or with any person selected or nominated to become an executive officer or a director of the Company. Other than the compensatory arrangements described above, there are no related party transactions with Mr. Stauffer requiring disclosure pursuant to Item 404(a) of Regulation S-K.

ITEM 7.01. Regulation FD Disclosure.

On September 3, 2026, the Company issued a press release announcing the appointment of Mr. Stauffer as Vice President, Global Finance, and CFO. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release by WD-40 Company, dated September 3, 2026

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WD-40 Company

(Registrant)

Date: September 3, 2026 /s/ PHENIX Q. KIAMILEV

Phenix Q. Kiamilev

Vice President, General Counsel and

Chief Compliance Officer

EX-99.1

Filename: exh9911.htm · Sequence: 2

Document

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Media and Investor Contact:

Wendy Kelley

investorrelations@wd40.com

+1-619-275-9304

WD-40 Company Hires Keith Stauffer to Assume Role of Chief Financial Officer Following a Transition Period

SAN DIEGO – September 3, 2026 ― WD-40 Company (NASDAQ: WDFC), a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories and homes around the world, today announced that Keith Stauffer will join the Company as vice president, global finance, effective Sept. 7, 2026.

As previously announced, the Company’s current chief financial officer, Sara Hyzer, will transition to the role of division president, Americas. The company today confirmed Nov. 2, 2026, as the effective date of that previously disclosed transition, concurrent with Mr. Stauffer’s appointment as chief financial officer. Ms. Hyzer will continue to serve as chief financial officer during the transition period and through the filing of WD-40 Company's Annual Report on Form 10-K for fiscal year 2026.

“After a rigorous search process, I’m excited to welcome Keith to WD-40 Company and our executive leadership team,” said Steve Brass, president and chief executive officer of WD-40 Company. “Keith brings a strong combination of financial leadership, operational experience and global consumer products expertise to our Company. His experience leading finance organizations across public companies and international businesses will be valuable as we continue to execute our long-term strategy and drive sustainable growth. Keith will work closely with Sara during the planned transition period, allowing him to become immersed in our business and ensuring a smooth handoff as he assumes the role of chief financial officer.”

Prior to joining WD-40 Company, Mr. Stauffer served as chief financial officer, U.S., at Galderma S.A., where he led finance for the company's U.S. business. Previously, he served as chief financial officer of TerrAscend Corp., a publicly traded company, from 2020 to 2025. Earlier in his career, Mr. Stauffer held senior finance leadership positions at Coty Inc., The Hershey Company, Dell Technologies and Procter & Gamble, gaining extensive experience in consumer products, international operations and business transformation. Mr. Stauffer holds a Bachelor of Science in industrial engineering and a Master of Business Administration both from Purdue University.

About WD-40 Company

WD-40 Company is a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories, and homes around the world. The Company owns a wide range of well-known brands that include maintenance products and homecare and cleaning products: WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, 2000 Flushes®, no vac®, Spot Shot®, Lava®, Solvol®, X-14®, and Carpet Fresh®.

Headquartered in San Diego, California, USA, WD-40 Company recorded net sales of $620.0 million in fiscal year 2025 and its products are currently available in more than 176 countries and territories worldwide. WD-40 Company is traded on the NASDAQ Global Select Market under the ticker symbol “WDFC”. For additional information about WD-40 Company please visit http://www.wd40Company.com.

Forward-Looking Statements

Except for the historical information contained herein, this press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect the Company’s current expectations with respect to currently available operating, financial and economic information. These forward-looking statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated in or implied by the forward-looking statements. These forward-looking statements are generally identified with words such as “believe,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “aim,” “anticipate,” “target,” “estimate” and similar expressions.

These forward-looking statements include, but are not limited to, discussions about future financial and operating results, including: the Company’s ability to successfully manage the transition of responsibilities; the effectiveness of interim or newly appointed leadership; the retention of key personnel; potential disruption to financial reporting processes, internal controls over financial reporting, or external audit activities; the timing and completion of the appointment of an incoming chief financial officer; growth expectations for maintenance products; expected levels of promotional and advertising spending; anticipated input costs for manufacturing and the costs associated with distribution of our products; plans for and success of product innovation, the impact of new product introductions on the growth of sales; anticipated results from product line extension sales; expected tax rates and the impact of tax legislation and regulatory action; changes in the geopolitics and political conditions or relations between the United States and other nations; changes in trade policies and tariffs and the impact therefrom; the impacts from inflationary trends; the impacts from supply chain constraints and supply chain disruptions; changes in interest rates; and forecasted foreign currency exchange rates and commodity prices and specialty chemicals.

The Company’s expectations, beliefs and forecasts are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that the Company’s expectations, beliefs or forecasts will be achieved or accomplished. All forward-looking statements reflect the Company’s expectations as of September 3, 2026. We undertake no obligation to revise or update any forward-looking statements.

Actual events or results may materially differ from those projected in forward-looking statements due to various factors, including, but not limited to, those identified in Part I—Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2025 which the Company filed with the SEC on October 27, 2025, and in the Company’s Quarterly Report on Form 10-Q for the period ended May 31, 2026, which the Company filed with the SEC on July 9, 2026.

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