Form 8-K

8-K — WD 40 CO

Accession: 0000105132-26-000031

Filed: 2026-06-04

Period: 2026-06-01

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

Documents

8-K — wdfc-20260601.htm (Primary)

EX-99.1 (exh991.htm)

GRAPHIC (image_0a.jpg)

GRAPHIC (wdfc-20260601_g1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: wdfc-20260601.htm · Sequence: 1

wdfc-20260601

FALSE000010513200001051322026-06-012026-06-01

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): June 4, 2026 (June 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.

On June 4, 2026, WD-40 Company (“Company”) announced that Sara K. Hyzer, the Company’s Chief Financial Officer (“CFO”) and principal accounting officer (“PAO”), has informed the Company of her intention to transition from those roles and is expected to assume the role of Division President, Americas following the appointment of a new CFO. Ms. Hyzer will continue to serve as CFO until the Company appoints a successor and will continue to serve as PAO until June 29, 2026, the effective date of Nicholas D. Giordano’s appointment as PAO.

The Company has commenced an external search to identify a successor CFO. A successor has not yet been identified, and the Company will file a Current Report on Form 8‑K once a successor is named. Any changes to Ms. Hyzer’s compensation in connection with her new role will be evaluated in the Company’s normal annual compensation cycle, which typically occurs in October.

The Company also announced that Patricia Q. Olsem, the Company’s Division President, Americas, will transition to the newly created executive role of Chief Strategy and Innovation Officer, effective on the same date that Ms. Hyzer assumes the role of Division President, Americas. Any changes to Ms. Olsem’s compensation in connection with her new role will be evaluated in the Company’s normal annual compensation cycle.

On June 1, 2026, the board of directors of the Company designated Mr. Giordano, age 37, to serve as the Company’s PAO. Mr. Giordano will continue to serve in his current role as Vice President, Corporate Controller, a position he has held since April 2024, until he assumes the role of Vice President, Corporate Controller and Chief Accounting Officer on June 29, 2026. Mr. Giordano joined the Company in 2014 and has served as its Global Accounting Controller (April 2023 - April 2024), Assistant Corporate Controller (September 2020 to April 2023), and several other roles in the Company’s Corporate Finance department.

In his new role, Mr. Giordano will receive an annual base salary of $250,000 and remain eligible for a salary review in the Company’s normal annual compensation cycle. Eligibility in the Company’s Growth Reward Program (an annual cash incentive) will remain at a target of 25% (with a maximum of up to 50%) of eligible earnings during the fiscal year. Performance stock units or PSUs, which is the annual equity incentive, will remain at 25% of Mr. Giordano’s base salary. In October 2026, Mr. Giordano will be granted long-term equity awards valued at 28% of his base salary as of August 31, 2026. These long-term incentives will be allocated between restricted stock units or RSUs (50%) that vest annually over three years and market share units or MSUs (50%) with stock performance measured over a three-year fiscal period. His other employment terms will remain unchanged.

There are no family relationships between Mr. Giordano and any director or executive officer of the Company, and there are no related‑party transactions involving Mr. Giordano that require disclosure under Item 404(a).

ITEM 7.01. Regulation FD Disclosure.

On June 4, 2026, the Company issued a press release announcing the executive leadership appointments and pending transitions of the CFO, PAO and Division President, Americas roles, among other leadership roles. 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 June 4, 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: June 4, 2026 /s/ PHENIX Q. KIAMILEV

Phenix Q. Kiamilev

Vice President, General Counsel and

Chief Compliance Officer

EX-99.1

Filename: exh991.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 Announces Executive Leadership Appointments

SAN DIEGO – June 4, 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, announced today four executive leadership appointments as part of a planned transition to strengthen organizational alignment, support long-term strategic priorities, and ensure the continued growth and continuity of the business.

Patricia Olsem will be appointed chief strategy and innovation officer, and Claudia Fenske will be appointed chief brand and marketing officer. These newly created roles are designed to enhance collaboration, accelerate innovation, and proactively harness AI and digital technologies to drive growth and advance the company’s long-term strategy.

Olsem and Fenske will remain in their current roles through the end of fiscal year 2026, with a planned transition into their new positions in the first quarter of fiscal year 2027.

Sara Hyzer, currently vice president, finance and chief financial officer, will be appointed president, Americas division. Hyzer will continue to serve in her current role during the transition and until a new chief financial officer has been appointed. In addition, effective June 29, 2026, Nicholas Giordano will be appointed vice president, corporate controller, and chief accounting officer, ensuring seamless continuity in the Company’s accounting and financial reporting functions.

“At WD-40 Company, we take a thoughtful, long-term approach to building a strong and resilient business,” said Steve Brass, president and chief executive officer. “Ensuring we have the right structure and leadership in place is essential to support our continued success through 2030 and beyond. We are also deeply committed to developing our people and building leadership from within—an important part of creating an enduring Company we can be proud to pass on to the next generation.”

Patricia Olsem has been with the Company since 2005 and currently serves as president, Americas division. She has held several leadership roles at WD-40 Company, including senior vice president and general manager, United States, and senior vice president, Americas innovation. Olsem holds a bachelor’s degree in marketing from King’s College and a master’s degree in executive leadership from the University of San Diego.

Claudia Fenske has been with the Company since 2012 and currently serves as vice president, global brand and innovation. She has held various leadership roles at the Company, including sales director, United States, and sales and marketing director, Canada. Fenske holds a bachelor’s degree in law from the University of Mannheim and a master’s degree in international marketing and business from the University of San Diego.

Sara Hyzer has been with the Company since 2021 and currently serves as vice president, finance and chief financial officer. She previously served as vice president, global finance strategy. Prior to joining WD-40 Company, Hyzer spent more than 20 years with PricewaterhouseCoopers LLP, where she served as an audit partner for the last six years. Hyzer holds a bachelor’s degree in accounting from Colorado State University.

Nicholas Giordano has been with the Company since 2014 and currently serves as vice president, corporate controller. He has held several financial leadership roles at the Company, including global accounting controller and assistant corporate controller. Giordano holds a bachelor’s degree in accounting from the University of Redlands.

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 a permanent Chief Financial Officer or Principal Accounting 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 June 4, 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 February 28, 2026, which the Company filed with the SEC on April 9, 2026.

GRAPHIC

Filename: image_0a.jpg · Sequence: 6

Binary file (112994 bytes)

Download image_0a.jpg

GRAPHIC

Filename: wdfc-20260601_g1.jpg · Sequence: 7

Binary file (31226 bytes)

Download wdfc-20260601_g1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Document And Entity Information

Jun. 01, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Jun. 01, 2026

Entity Registrant Name

WD-40 COMPANY

Entity Incorporation, State or Country Code

Entity File Number

000-06936

Entity Tax Identification Number

95-1797918

Entity Address, Address Line One

9715 Businesspark Avenue

Entity Address, City or Town

San Diego

Entity Address, State or Province

Entity Address, Postal Zip Code

92131

City Area Code

(619)

Local Phone Number

275-1400

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.001 per share

Trading Symbol

WDFC

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0000105132

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration