WD-40 Company Files 8-K Amendment

TL;DR

WD-40 filed an 8-K amendment on March 7th, updating info from March 4th on a material agreement.

AI Summary

WD-40 Company filed an amendment (8-K/A) on March 7, 2024, to a previous report concerning events on March 4, 2024. The filing pertains to the entry into a material definitive agreement, Regulation FD disclosure, and financial statements/exhibits.

Why It Matters

This amendment provides updated or supplementary information regarding significant corporate events, which is crucial for investors to understand the company's current status and any material changes.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, likely providing clarification or additional details rather than introducing new, significant risks.

Key Players & Entities

• WD-40 Company (company) — Filer
• March 7, 2024 (date) — Filing Date
• March 4, 2024 (date) — Earliest Event Date

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share WDFC NASDAQ Global Select Mar
• $6.9 million — tion. The approximate purchase price of $6.9 million USD is subject to a 90-day post closing
• $200,000 — escrow account containing approximately $200,000 USD of the cash consideration to cover
• $2.1 million — ch the minimum fees total approximately $2.1 million USD. The foregoing descriptions of th

Filing Documents

• wdfc-20240304.htm (8-K/A) — 34KB
• ex101.htm (EX-10.1) — 384KB
• ex102.htm (EX-10.2) — 130KB
• ex991.htm (EX-99.1) — 17KB
• image_0.jpg (GRAPHIC) — 110KB
• 0000105132-24-000014.txt ( ) — 929KB
• wdfc-20240304.xsd (EX-101.SCH) — 2KB
• wdfc-20240304_lab.xml (EX-101.LAB) — 22KB
• wdfc-20240304_pre.xml (EX-101.PRE) — 13KB
• wdfc-20240304_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 4, 2024 ("Closing Date"), WD-40 Holding Company Brasil Ltda. ("Buyer"), a wholly-owned subsidiary of WD-40 Company ("Company"), acquired all of the issued and outstanding capital stock of Brazilian distributor, Theron Marketing Ltda. ("Theron"), from M12 Participaes Empresariais S.A. ("Seller") in a cash-for-stock transaction. The approximate purchase price of $6.9 million USD is subject to a 90-day post closing adjustment. Theron had been the exclusive distributor of WD-40 Brand products in Brazil for the last 27 years. The Quota Purchase Agreement of even date ("Agreement") entered into by Buyer, Seller, and Theron included the following additional terms and conditions: a. The establishment of an escrow account containing approximately $200,000 USD of the cash consideration to cover indemnifiable losses, if any, with the balance to be released to Seller on the second anniversary of the Closing Date, b. The purchase of an insurance bond or policy by Seller to cover certain taxes for which Seller agreed to indemnify Buyer, c. A three-year non-competition provision, and d. A one-year non-solicitation provision. In connection with this acquisition, Theron signed a three-year Transition Services Agreement ("TSA") with VDBN Representaes Comerciais Ltda., a related party of Seller, for logistics and related services, for which the minimum fees total approximately $2.1 million USD. The foregoing descriptions of the terms of the Agreement and TSA do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement and TSA, a copy of each which is filed as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 4, 2024, the Company issued a press release announcing the acquisition of Brazilian distributor, Theron Marketing Ltda., by its Brazilian subsidiary, WD-40 Holding Company Brasil Ltda. The Company also announced that it will share additional details of this acquisition with investors when its results for the second fiscal quarter of 2024 are reported, which are expected to be released on April 9, 2024. 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 Item 7.01, including Exhibit 99.1, is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and is not deemed incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Quota Purchase Agreement, dated March 4, 2024* 10.2 Transition Services Agreement, dated March 4, 2024* 99.1 Press Release Announcing Acquisition of Brazilian Distributor, dated March 4, 2024 104 The cover page from this Amendment No. 1 to Current Report on Form 8-K, formatted in Inline XBRL * Except for Exhibit 1.1 of the Agreement, the other exhibits, schedules and/or attachments to Exhibit 10.1 and 10.2 have been omitted in accordance with Regulation S-K Item 601(b)(10). The Company agrees to furnish a copy of any omitted schedule to the U.S. Securities and Exchange Commission upon its request. 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: March 7, 2024 /s/ PHENIX Q. KIAMILEV Phenix Q. Kiamilev Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K/A filing on SEC EDGAR