[8-K] BRADY CORP Reports Material Event

Rhea-AI Filing Summary

Brady Corporation entered into a Change of Control Agreement with Andrew T. Gorman, its General Counsel and Secretary, replacing his prior April 6, 2020 agreement. The new agreement, approved by the Management Development and Compensation Committee, aligns Mr. Gorman’s severance arrangements with those of other named executive officers. It provides that if Mr. Gorman experiences a qualifying termination within 24 months after a change of control, he would receive two times his annual base salary and two times his target bonus. The filing notes the written agreement is filed as Exhibit 10.1 and the summary here is qualified by that document.

Positive

• Alignment of Mr. Gorman's change‑of‑control terms with other named executive officers, reducing internal inconsistency
• Clear double‑trigger severance formula: two times annual base salary and two times target bonus, providing retention clarity

Negative

• Contingent compensation obligation increased for potential change‑of‑control scenarios; exact dollar exposure is not disclosed in this filing

Insights

Financial Analyst

TL;DR: Change-of-control severance standardized; limited immediate cash impact but increases contingent post-change obligations.

The agreement formalizes a double‑trigger severance equal to two times base salary and two times target bonus for the general counsel if terminated within 24 months of a change in control. This aligns compensation with other named executives, reducing intra-company inconsistency and potential retention risk around a transaction. The arrangement creates contingent liability that could be payable upon a qualifying termination, but the filing does not disclose Mr. Gorman's current salary or bonus target, so the dollar exposure is not quantifiable from this report.

Corporate Governance Expert

TL;DR: Governance update standardizes executive protections; committee approval indicates routine board oversight.

The Management Development and Compensation Committee approved the replacement agreement to align terms across named executives, suggesting a deliberate governance decision to harmonize post‑change protections. The double‑trigger structure (change of control plus qualifying termination within 24 months) is common practice and intended to preserve independence during transaction periods. The report references Exhibit 10.1 for full terms; without that exhibit the filing provides only the key payment multipliers and the 24‑month window.

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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): September 16, 2025

BRADY CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number 1-14959

Wisconsin						39-0178960
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

6555 West Good Hope Road

Milwaukee, Wisconsin 53223

(Address of principal executive offices and Zip Code)

(414) 358-6600

(Registrant’s Telephone 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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			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 each exchange on which registered
Class A Nonvoting Common Stock, par value $0.01 per share			BRC			New York Stock Exchange

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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On September 16, 2025, Brady Corporation (the “Company”) entered into a Change of Control Agreement (the “Agreement”) with Andrew T. Gorman, General Counsel and Secretary, which replaces and supersedes the existing Change of Control Agreement between the Company and Mr. Gorman, dated April 6, 2020. The Agreement was approved by the Management Development and Compensation Committee of the Board of Directors to align with the terms of similar agreements with the Company’s other named executive officers. Under the Agreement, Mr. Gorman will receive two times his annual base salary and two times his target bonus in the event of a qualifying termination within 24 months following a change of control (as such events are defined in the Agreement). The description of the Agreement contained herein is a summary only and is qualified by the terms of the Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

EXHIBIT NUMBER			DESCRIPTION
10.1			Change of Control Agreement between the Company and Andrew T. Gorman dated as of September 16, 2025.
104			Cover Page Interactive Data File (embedded within Inline XBRL document).

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.

 

BRADY CORPORATION

Date: September 19, 2025

/s/ ANN E. THORNTON

Ann E. Thornton

Chief Financial Officer, Chief Accounting Officer and Treasurer

FAQ

What change did Brady Corporation (BRC) announce regarding Andrew T. Gorman?

Brady Corporation announced a new Change of Control Agreement with Andrew T. Gorman replacing his April 6, 2020 agreement, aligning terms with other executives.

What severance payments does the new agreement provide under Brady's 8‑K?

The agreement provides two times Mr. Gorman's annual base salary and two times his target bonus if he has a qualifying termination within 24 months after a change of control.

Who approved the new Change of Control Agreement at Brady (BRC)?

The agreement was approved by the Management Development and Compensation Committee of Brady's Board of Directors.

Is the full text of the Change of Control Agreement included in the filing?

The filing states the agreement is filed as Exhibit 10.1 and that the summary is qualified by that exhibit.

Does the 8‑K disclose the dollar amount of potential severance for Mr. Gorman?

No. The 8‑K specifies multipliers (two times salary and bonus) but does not disclose Mr. Gorman's current base salary or target bonus.