---
schema_version: "secwatch.filing_event.v1"
accession: "0000105132-24-000011"
form_type: "8-K"
ticker: "WDFC"
cik: "0000105132"
company_name: "WD 40 CO"
filed_at: "2024-03-04T23:59:59+00:00"
generated_at: "2026-06-05T04:32:19.198853+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# WD-40 acquires Brazilian distributor Theron Marketing for ~$6.9M cash

## Summary
- Approximate purchase price of $6.9M USD, subject to 90-day post-closing adjustment.
- Escrow of ~$200K funded from cash consideration to cover indemnifiable losses; balance to seller after 2 years.
- Seller provides 3-year non-compete, 1-year non-solicit, and insurance bond for certain taxes.
- Theron signs 3-year transition services agreement with related party VDBN for logistics; minimum fees approx $2.1M.
- Acquisition included in FY2024 outlook; more details on Q2 earnings call April 9, 2024.

## SEC filing metadata
- accession: 0000105132-24-000011
- form_type: 8-K
- ticker: WDFC
- cik: 0000105132
- company_name: WD 40 CO
- filed_at: 2024-03-04T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/105132/000010513224000011/0000105132-24-000011-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/105132/000010513224000011/wdfc-20240304.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000105132-24-000011
- JSON: https://secwatch.observer/filing/0000105132-24-000011.json
- Plain text: https://secwatch.observer/filing/0000105132-24-000011.txt

## Key facts
- Material Agreements
  WD 40 CO entered into Transition Services Agreement with VDBN Representações Comerciais Ltda. valued at minimum fees total approximately $2.1 million USD.
  - Action: entry
  - Counterparty: VDBN Representações Comerciais Ltda.
  - Value: minimum fees total approximately $2.1 million USD
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/105132/000010513224000011/0000105132-24-000011-index.htm
- Material Agreements
  WD 40 CO entered into Quota Purchase Agreement with M12 Participações Empresarias S.A. valued at approximate purchase price of $6.9 million USD (effective 2024-03-04).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: M12 Participações Empresarias S.A.
  - Value: approximate purchase price of $6.9 million USD
  - Effective: 2024-03-04
  source text: 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 Empresarias 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/105132/000010513224000011/0000105132-24-000011-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.