wdfc-20240304

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)

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))

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)

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

This filing amends Item 9.01 of the Current Report on Form 8-K of WD-40 Company (“Company”) filed on March 4, 2024 to insert the agreements referenced in Item 1.01 as exhibits and to replace Exhibit 99.1 (which now contains the Media and Investor Contact).

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 Participações 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,

In connection with this acquisition, Theron signed a three-year Transition Services Agreement (“TSA”) with VDBN Representações 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.

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 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.


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.

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


Item 1.01.			Entry into a Material Definitive Agreement.


Item 7.01.			Regulation FD Disclosure.