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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): October 27, 2026
FRANKLIN ELECTRIC CO., INC.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| Indiana | | 0-362 | | 35-0827455 |
| (State of incorporation) | | (Commission File Number) | | (IRS employer identification no.) |
| | | | | | | | |
| 9255 Coverdale Road | |
| Fort Wayne, | Indiana | 46809 |
| (Address of principal executive offices) | (Zip code) |
(260) 824-2900
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
| | | | | | | | | | | | | | | | | |
| Common Stock, $0.10 par value | | FELE | | NASDAQ Global Select Market |
| (Title of each class) | | (Trading symbol) | | (Name of each exchange on which registered) |
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 the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On October 27, 2026, Franklin Electric Co., Inc. (“Franklin Electric”) entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) by and among Franklin Electric (Australia) Pty Ltd, a wholly-owned subsidiary of Franklin Electric (the “Franklin Purchaser”), Challenge Pumps Holdings Pty Ltd (“Challenge Pumps”), and the shareholders of Challenge Pumps, and certain guarantors party thereto, pursuant to which the Franklin Purchaser will, subject to the terms and conditions set forth therein, purchase all of the outstanding capital stock (the “Shares”) of Challenge Pumps from its shareholders. Challenge Pumps is a manufacturer and service provider specializing in underground mine dewatering pumps, engineered pumping systems, and aftermarket solutions for mining operations and is primarily based in Australia with customers and operations across Australia and international mining markets.
Franklin Electric will provide the following consideration for the Shares:
i.An aggregate cash payment in the amount of approximately AUD $259 million (approximately $181 million USD), subject to adjustment under the Purchase Agreement; and
ii.Cash earnout of up to AUD $20.0 million payable to the sellers based on the achievement of specified targets during the measurement period ending in July 2027. No earnout will be payable if achievement is below the defined base threshold, with a maximum payout of AUD $20.0 million upon achievement of certain target metrics. Any earned earnout amount will be paid following determination and finalization of the earnout calculation in accordance with the Purchase Agreement.
The acquisition is expected to close in 2026 subject to the completion of Challenge Pumps’ annual audit and the satisfaction of other customary closing conditions, including the receipt of required third-party consents and the continued accuracy of the parties’ representations and warranties. The Purchase Agreement contains customary representations, warranties, and covenants by the sellers, Franklin Electric and the other parties thereto and other terms and conditions customary in agreements of this type.
The foregoing description of the Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this report and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On October 27, 2026, Franklin Electric Co., Inc. issued a press release (the “Press Release”) about the transaction described in this Current Report on Form 8-K. The Press Release is furnished as Exhibit 99.1 and incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| | | | | | | | |
| Exhibit Number | | Description |
| 2.1* | | Share Sale and Purchase Agreement, dated October 27, 2026, among Franklin Electric (Australia) Pty Ltd, Challenge Pumps Holdings Pty Ltd, the shareholders of Challenge Pumps, and certain guarantors party thereto. |
| 99.1 | | Press Release - "Franklin Electric Enters into Agreement to Acquire Challenge Pumps, Strengthening Global Mineral Extraction Dewatering Platform" |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
* Certain schedules and exhibits have been omitted pursuant to item 601(a)(5) of Regulation S-K. Franklin Electric agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are based on Franklin Electric’s current expectations and assumptions, and are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items related to the future. Forward-looking statements are typically identified by the use of terms such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “assumes,” “may,” “projects,” “outlook,” “future,” and variations of such words and similar expressions. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from the results of operations, financial conditions, or plans expressed or implied by the forward-looking statements. Although Franklin Electric believes the expectations reflected in its forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be achieved. Any statements contained herein that are not statements of historical fact should be deemed forward-looking statements. As a result, reliance should not be placed on these forward-looking statements as these statements are subject to known and unknown risks, uncertainties, and other factors beyond Franklin Electric’s control and could differ materially from actual results and performance. Such risks and uncertainties are detailed from time to time in filings with the Securities and Exchange Commission (“SEC”), including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” contained in Franklin Electric’s Annual Report on Form 10-K for the year ended December 31, 2025, in its subsequent quarterly reports on Form 10-Q, and in other reports Franklin Electric files with the SEC from time to time. In addition, such risks, uncertainties, and other factors include, but are not limited to, Franklin Electric’s ability to achieve the expected synergies and/or efficiencies from the acquisition; industry and market reaction to the acquisition; and the possibility that the integration of the parties may be more difficult, time-consuming or costly than expected or that operating costs and business disruptions may be greater than expected; risks that the acquisition disrupts current plans and operations. Franklin Electric assumes no obligation to update or supplement forward-looking statements that become untrue due to subsequent events.
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.
FRANKLIN ELECTRIC CO., INC.
(Registrant)
| | | | | | | | | | | |
Date: October 27, 2026 | | By | /s/ Jennifer A. Wolfenbarger |
| | | Jennifer A. Wolfenbarger |
| | | Vice President, Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |
FOR IMMEDIATE RELEASE CONTACT: Jennifer Wolfenbarger / Dean Cantrell
Franklin Electric Co., Inc.
InvestorRelations@fele.com
FRANKLIN ELECTRIC ENTERS INTO AGREEMENT TO ACQUIRE CHALLENGE PUMPS, STRENGTHENING GLOBAL MINERAL EXTRACTION DEWATERING PLATFORM
October 27, 2026
Flow control leader adds recurring aftermarket revenue, expands mineral extraction water management capabilities, and enhances exposure to attractive industrial end markets.
Expands Franklin Electric's position in mission-critical mineral extraction and industrial water management applications.
Strengthens Franklin Electric's ability to provide comprehensive mine water-management solutions across the mining lifecycle.
Adds differentiated mine dewatering technology and long-standing relationships with mining companies and contractors.
Increases exposure to recurring aftermarket revenue, with more than 55% of revenue generated from parts and services over the last three years.
Expected to be accretive to Adjusted EPS1 in 2027.
Attractive financial profile with approximately US$52 Million (A$73 Million) of FY2026 (ending June) revenue and US$18 Million (A$26 Million) of EBITDA1, representing EBITDA margins1 of approximately 35%.
Expected to create attractive revenue and cost synergy opportunities by leveraging Franklin Electric’s global commercial, operational and supply-chain capabilities.
Fort Wayne, IN – October 27, 2026 – Franklin Electric Co., Inc. (NASDAQ: FELE),
a global leader in flow control with a focus in water and energy systems, today announced it has entered into a definitive agreement to acquire Challenge Pumps Holdings Pty Ltd, a leading provider of underground mine dewatering solutions headquartered in Perth, Western Australia.
Under the terms of the agreement, Franklin Electric will acquire Challenge Pumps for approximately US$181 million (A$259 million) in cash, subject to customary purchase price adjustments, plus contingent consideration of up to US$14 million (A$20 million) tied to future revenue performance following closing. The transaction is expected to close in 2026 following completion of the target's audit process and satisfaction of customary closing conditions.
Challenge Pumps designs and manufactures specialized high-head dewatering pumps, engineered pumping systems, and aftermarket solutions for underground mining operations. The company serves leading mining companies and mining contractors across Australia and international mining regions and has established a strong reputation for reliability, application expertise, and lifecycle performance in demanding underground environments. The company generated approximately US$52 million (A$73 million) in revenue and US$18 million (A$26 million) in EBITDA1 in FY2026 ending in June, with strong profitability and a high proportion of recurring aftermarket parts and service revenue over the last three years.
“This acquisition represents another important step in our strategy to build a broader, more resilient flow control company,” said Joe Ruzynski, Chief Executive Officer of Franklin Electric. “Challenge Pumps has built a leading position in underground mine dewatering through product performance, application
expertise, and exceptional customer support. The business adds a highly differentiated technology platform, significant recurring aftermarket revenue, and strong exposure to long-term growth drivers in the mineral extraction market. Combined with Franklin Electric's global footprint and commercial capabilities, we believe there is a meaningful opportunity to accelerate growth while continuing to deliver exceptional value to customers.”
Key Strategic and Financial Benefits of the Transaction
Strengthens Franklin Electric’s position in mineral extraction and industrial water management: Challenge Pumps expands Franklin Electric's participation in underground mine dewatering, an essential operating function within mining operations. The business serves applications where water management is critical to mine productivity, safety, and operational continuity. Long-term demand is supported by global investment in mining, infrastructure, electrification, energy transition, and industrial development.
Adds a leading platform in a specialized and attractive niche market: Challenge Pumps is a recognized leader in underground mine dewatering solutions with differentiated application expertise, a strong installed base, and long-standing customer relationships. The company's proprietary technologies and systems capabilities complement Franklin Electric's existing mineral extraction portfolio and expand the company's ability to serve customers across a broader portion of the mine water-management lifecycle.
Expands recurring aftermarket revenue streams: More than 55% of Challenge Pumps' revenue over the past three years has been derived from recurring aftermarket activity, including replacement parts, service, and support of the installed base. The resulting revenue stream is supported by ongoing mine operations and equipment uptime requirements.
Creates attractive revenue and cost synergy opportunities: Franklin Electric’s established global commercial and operating footprint provides a more efficient path to international expansion than Challenge Pumps could develop independently. Franklin Electric expects to accelerate growth through broader customer access, local market presence and expanded aftermarket support, while also pursuing operating efficiencies across supply chain, logistics, manufacturing and shared services.
Supports strategy of long-term profitable growth: Challenge Pumps generated approximately US$52 million (A$73 million) of FY2026 revenue and approximately US $18 million (A$26 million) of EBITDA. Challenge recently completed a significant facility expansion, providing capacity to support future growth initiatives. The transaction is expected to support Franklin Electric's long-term growth and profitability objectives while expanding the company's presence in commercial and industrial end markets characterized by strong customer loyalty, recurring demand, and attractive returns.
Maintains strong financial position and flexibility to execute balanced capital allocation priorities: Franklin Electric expects to have a net leverage ratio1 of approximately 1.8x following the close of the transaction. Franklin Electric’s strong balance sheet and robust cash flows will create flexibility to continue to invest in key growth initiatives, while maintaining its strong track record of shareholder returns, including 34+ years of dividend growth.
Ruzynski added: “Challenge Pumps is a highly complementary addition to Franklin Electric. The company shares our focus on reliability, technical performance, customer service, and long-term partnerships. We are excited to welcome the Challenge team to Franklin Electric and look forward to supporting the company's next phase of growth.”
Transaction Details
The transaction is expected to close in 2026 following completion of the target's audit process and satisfaction of customary closing conditions.
Franklin Electric expects to fund the acquisition through a combination of cash on hand and borrowings under its existing credit facilities.
Following closing, Challenge Pumps is expected to be reported within Franklin Electric's Water Systems segment and will continue to go to market under the Challenge Pumps brand.
Forward Looking Statements
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. This release contains forward-looking statements, including statements regarding the anticipated acquisition and anticipated benefits of Franklin Electric’s proposed acquisition of Challenge Pumps, expected financial performance and Adjusted EPS accretion, anticipated revenue and cost synergies, opportunities to expand Challenge Pumps’ business in existing and adjacent markets, integration plans, future margin and return objectives, expected leverage and capital allocation flexibility, and other expectations regarding the combined businesses. These forward-looking statements are based on information currently available to management and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements.
These risks and uncertainties include, among others, the ability to satisfy the conditions necessary to complete the acquisition and the timing of the closing of the transaction; Franklin Electric’s ability to successfully integrate Challenge Pumps; retain key customers, distributors, suppliers and employees; realize the anticipated strategic, financial and operating benefits of the acquisition, including expected revenue and cost synergies and Adjusted EPS accretion; manage integration costs, business disruption and potential unknown or contingent liabilities; achieve the performance conditions associated with the contingent earnout consideration; and successfully expand Challenge Pumps’ business in existing and adjacent markets. Additional risks and uncertainties include industry and market reaction to the transaction; general economic and currency conditions; conditions specific to Franklin Electric’s businesses and industries; weather conditions; market demand; competitive factors; changes in distribution channels; supply constraints; the effect of price increases; raw material, logistics and labor costs; technology factors; litigation; government and regulatory actions; changes in tariffs or the impact of any such changes on Franklin Electric’s financial results; accounting policies; and other risks detailed in Franklin Electric’s filings with the Securities and Exchange Commission, including Item 1A of Part I of its Annual Report on Form 10-K for the year ended December 31, 2025, and Item 1A of Part II of its subsequent Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements speak only as of the date of this release, and Franklin Electric assumes no obligation to update any forward-looking statements, except as required by law.
About Franklin Electric
Franklin Electric is a global leader in the production and marketing of systems and components for the movement of water and energy. Recognized as a technical leader in its products and services, Franklin Electric serves customers worldwide in residential, commercial, agricultural, industrial, municipal and fueling applications. Franklin Electric is proud to be recognized in Newsweek’s lists of America’s Most Responsible Companies 2025, Most Trustworthy Companies 2025, and Greenest Companies 2025.
1 Non-GAAP measures used above: 1) “Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation and amortization expense, adjusted to exclude restructuring and realignment costs, special charges and tax-related special items, as applicable; 2) “EBITDA margin” is defined as Adjusted EBITDA
divided by revenue; 3) “Adjusted Earnings Per Share” is defined as diluted earnings per share, adjusted to exclude restructuring and realignment costs, amortization of acquired intangible assets, gain or loss from sale of businesses, special charges and tax-related special items, as applicable; 4) “Net Leverage Ratio” is defined as total debt less cash and cash equivalents divided by Adjusted EBITDA.
