WD-40 Company Files 8-K for Material Agreement

TL;DR

WD-40 (WDFC) signed a big deal, check the 8-K for details.

AI Summary

On August 29, 2025, WD-40 Company entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and headquartered in San Diego, California.

Why It Matters

This 8-K filing indicates a significant new agreement for WD-40 Company, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Numbers

• 000-06936 — SEC File Number (Identifies the company's filing with the SEC.)
• 951797918 — EIN (Employer Identification Number for WD-40 Company.)

Key Players & Entities

• WD-40 Company (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• September 2, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• San Diego, California (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share WDFC NASDAQ Global Select Mar
• $6.2 m — n cash up to 4,570,000 or approximately $6.2 million, plus Inventory Consideration up
• $1.3 million — deration up to 991,038 or approximately $1.3 million (as defined in the Purchase Agreement),
• $1.8 million — llows: (a) a 1,300,000 or approximately $1.8 million payment to the Company in cash on the C
• $0.5 million — any in cash of 350,000 or approximately $0.5 million; and (e) within 60 days following the f
• $3.9 million — l not exceed 2,920,000 or approximately $3.9 million (the "IRS Cap"). In the event that the

Filing Documents

• wdfc-20250829.htm (8-K) — 35KB
• ex101-hccpxassetpurchaseag.htm (EX-10.1) — 483KB
• ex991.htm (EX-99.1) — 16KB
• image_0.jpg (GRAPHIC) — 4KB
• image_0a.jpg (GRAPHIC) — 110KB
• wdfc-20250829_g1.jpg (GRAPHIC) — 30KB
• 0000105132-25-000031.txt ( ) — 951KB
• wdfc-20250829.xsd (EX-101.SCH) — 2KB
• wdfc-20250829_lab.xml (EX-101.LAB) — 21KB
• wdfc-20250829_pre.xml (EX-101.PRE) — 12KB
• wdfc-20250829_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

ITEM 1.01. Entry into a Material Definitive Agreement. On August 29, 2025 (the "Closing Date"), WD-40 Company (the "Company") and its subsidiary WD-40 Company Limited, a private limited company incorporated in England and Wales with registered number 1755958 ("WD-40 Limited", together with the Company, the "Sellers") entered into an Asset Purchase Agreement (the "APA") with Supreme Imports Ltd, a private limited company incorporated in England and Wales ("Buyer"), pursuant to which Sellers sold, assigned and transferred their rights, title and interest in certain of the assets, including inventory and equipment, and contractual rights associated with developing, marketing, and selling, licensing or otherwise providing homecare and cleaning products (the "Business") under the brands of 1001 and 1001 Carpet Fresh and certain of Sellers' intellectual property including trademarks, domains, formulas, trade secrets and know-how used in the Business (collectively, the "Purchased Assets"). The purchase price for the Purchased Assets was an amount in cash up to 4,570,000 or approximately $6.2 million, plus Inventory Consideration up to 991,038 or approximately $1.3 million (as defined in the Purchase Agreement), subject to adjustment as set forth in the Purchase Agreement. Proceeds from the sale are payable to the Company as follows: (a) a 1,300,000 or approximately $1.8 million payment to the Company in cash on the Closing Date; (b) on the date that is 120 days after the Closing Date, a payment to the Company for the Inventory Consideration other than Contingent Finished Goods Inventory (as defined in the Purchase Agreement); (c) on the date that is approximately 130 days after the Closing Date, a payment to the Company for the Inventory Consideration for Contingent Finished Goods Inventory; (d) on the date that is 12 months after the Closing Date, a payment to the Company in cash of 350,000 or approximately $0.5 million; and (e) within 60 days following the first, seco

01. Regulation FD Disclosure

ITEM 7.01. Regulation FD Disclosure. On September 2, 2025, the Company issued a press release (the "Press Release") announcing the Company's entry into the Purchase Agreement. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. 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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Asset Purchase Agreement, dated August 29, 2025, by and among Supreme Imports Ltd, WD-40 Company and WD-40 Company Limited. 99.1 News Release by WD-40 Company, dated September 2, 2025. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL * * Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) or 601(b)(2) of Regulation S-K, as applicable. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. 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 2, 2025 /s/ PHENIX Q. KIAMILEV Phenix Q. Kiamilev Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR