[8-K] Franklin Electric Co Inc Reports Material Event

Rhea-AI Filing Summary

Lantern Pharma Inc. (LTRN) filed a preliminary proxy (Form PRE-14A) for its virtual 2025 Annual Meeting, scheduled 19 September 2025 at 11:00 a.m. ET. Holders of record on 28 July 2025 will vote on four proposals:

• Elect six directors (current slate; five qualify as independent).
• Reprice 314,633 underwater stock options (≈25 % of total outstanding options). Grants with strikes >$10 will reset to $5.04—125 % of the 10-day VWAP—if holders remain employed/serving for 12 months after shareholder approval. All other terms, including vesting, remain unchanged.
• Ratify EisnerAmper LLP as independent auditor for FY-2025 (2024 audit fees $215k; total audit-related fees $381k).
• Authorize an adjournment if additional proxies are needed.

Share count stands at 10.78 m; the largest holder is Bios Equity entities (9.98 %). Quorum requires 33.3 % of voting power; directors are elected by plurality, other items need majority. The Board unanimously recommends FOR all proposals, citing retention and alignment benefits from the option repricing after a multi-year share-price decline (recent close $4.24). No new share issuance or financing is proposed.

Positive

• Majority-independent board with clear committee oversight enhances governance.
• Option repricing strike set 19 % above market, limiting dilution while improving retention.
• No new equity authorization; uses existing plan shares, keeping share overhang unchanged.
• Virtual meeting increases accessibility for global shareholders.

Negative

• Stock price has fallen significantly, leaving 25 % of options deeply underwater.
• Repricing may be viewed as shareholder-unfriendly and could generate modest incremental accounting expense.
• Auditor fees increased to $381k in 2024 vs. $259k in 2023.
• Potential dilution if repriced options are exercised at $5.04 vs. prior >$10 strikes.

Insights

Equity Research Analyst

TL;DR: Option repricing improves staff retention but introduces modest dilution; otherwise routine proxy items—net neutral to valuation.

The repricing covers 314.6k options—just 2.9 % of basic shares—and sets a 19 % premium to the market, limiting immediate dilution. By requiring 12-month continued service before the lower strike applies, Lantern protects against short-term churn. No additional equity is issued, and total option overhang is unchanged. Election of incumbents and auditor ratification are procedural. Because no capital raise, dividend, or strategic shift is presented, the filing does not materially alter cash flow prospects or near-term catalysts. Investors should monitor the vote to gauge governance sentiment but, absent surprises, I view impact as neutral.

Corporate Governance Specialist

TL;DR: Board remains majority-independent; repricing signals performance misalignment yet applies shareholder-friendly safeguards—neutral governance impact.

The proxy confirms that five of six directors meet Nasdaq independence tests, with robust committee structures. Repricing underwater options can appear shareholder-unfriendly, but the Board mitigates concerns via: (1) strike set above market (125 % VWAP); (2) no acceleration of vesting; (3) 12-month retention requirement; and (4) use of existing plan shares, avoiding added dilution. Auditor fees rose YoY but remain reasonable for a micro-cap biotech. Overall, governance standards are maintained, though the need to re-align incentives highlights prior stock under-performance.

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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): July 22, 2025

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 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 July 22, 2025, Franklin Electric Co., Inc. (the “Company”) entered into a Single Premium Guaranteed Annuity Contract Purchase Agreement (the “Agreement”) with Principal Life Insurance Company (the “Insurer”). The Company entered into the Agreement as plan sponsor, and in connection with the termination of the Franklin Electric Co., Inc. Pension Plan (the “Plan”) effective May 12, 2025. The Agreement provides for the purchase of an irrevocable nonparticipating single premium group annuity contract (the “Annuity Contract”) from the Insurer to transfer to the Insurer the future benefit obligations and annuity administration for certain retirees and beneficiaries under the Plan (the “Transferred Participants”).

Upon the payment of the premium to the Insurer and the closing of the transactions contemplated by the Agreement (the “Transaction”), the pension benefit obligations for approximately 684 Transferred Participants will be irrevocably transferred from the Plan to the Insurer, which will guarantee the pension benefits of the Transferred Participants. By transferring these obligations to the Insurer, the Company will reduce its U.S. pension plan liabilities by approximately $30 million. The purchase of the group annuity contract will be funded directly by assets of the Plan and the Company does not expect to make additional contributions to the Plan prior to the closing of the Transaction.

Assuming all of the closing conditions are met, the Company expects the purchase of the group annuity contract to be completed by July 29, 2025.

The Agreement provides that the Insurer will assume the responsibility for making monthly benefit annuity payments to such terminated Plan participants on July 29, 2025 and October 1, 2025, for deferred annuitants and retired annuitants, respectively.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1.

Item 8.01 Other Events

On July 9, 2025, the Company settled approximately $59.9 million of lump sum payouts to 1,405 Plan participants who elected a lump sum payment of their vested retirement benefit in lieu of an annuity.

The lump sum payments to Plan participants are funded directly by the Plan's assets.

The Company expects to recognize a non-cash pension settlement charge of approximately $60 million (approximately $40 million, or $1 of earnings per share, on an after-tax basis), subject to finalization of actuarial assumptions and other applicable adjustments in the third quarter of 2025.

Any statements of the Company's expectations in this Current Report on Form 8-K, including but not limited to the timing and terms of the closing of the transactions contemplated by the Agreement, constitute "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available information and are subject to various risks and uncertainties that could cause actual outcomes to differ materially from the Company's present expectations. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made and the Company undertakes no obligation to update such statements, except as required by law.

Item 9.01. Financial Statements and Exhibits

    (d) Exhibits:

Exhibit Number						Description
10.1						Single Premium Guaranteed Annuity Contract Purchase Agreement, dated July 22, 2025, by and among Franklin Electric Co., Inc. and Principal Life Insurance Company
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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: July 28, 2025						By			/s/ Jennifer A. Wolfenbarger
									Jennifer A. Wolfenbarger
									Vice President, Chief Financial Officer
									(Principal Financial and Accounting Officer)

FAQ

When is Lantern Pharma's (LTRN) 2025 Annual Meeting?

19 September 2025 at 11:00 a.m. ET, conducted virtually at www.virtualshareholdermeeting.com/LTRN2025.

What proposals will LTRN shareholders vote on?

Election of six directors, approval of one-time option repricing, ratification of EisnerAmper LLP as auditor, and authority to adjourn the meeting if needed.

How many options are subject to the repricing?

314,633 options, about 25 % of the company’s outstanding options pool.

What is the new exercise price for repriced options?

$5.04 per share—125 % of the 10-day VWAP ending 24 July 2025.

Who is LTRN’s largest shareholder?

Bios Equity entities hold 1.08 m shares (9.98 %) as of 23 July 2025.

What record date determines voting eligibility?

Shareholders of record at the close of business on 28 July 2025 can vote.