Franklin Electric completes $350M Cat Pumps deal

Franklin Electric buys high-margin Cat Pumps for $350 million plus an equity earnout, adding $115 million of revenue and targeting EPS accretion with leverage around 1.5x.

Rhea-AI Filing Summary

FRANKLIN ELECTRIC CO., INC. (FELE) completed the acquisition of Cat Pumps Corporation on September 4, 2026, with its subsidiary FE Force, LLC purchasing all outstanding Cat Pumps shares. Consideration includes approximately $350 million in cash plus performance-based restricted stock units with a target value of $25 million, tied to 2028 gross profit, with a 0%–200% payout range. Cat Pumps generated about $115 million in revenue and $45 million in Adjusted EBITDA in 2025, implying EBITDA margins above 35% and a high share of recurring aftermarket revenue. Franklin Electric funded the deal with available cash and borrowings under existing credit facilities and expects the acquisition to be accretive to Adjusted EPS in 2027 and accretive in the first full year of ownership, with a projected net leverage ratio of about 1.5x after closing. Cat Pumps will be reported within Franklin Electric’s Energy Systems segment and will continue under the Cat Pumps brand.

Positive

• $350 million acquisition of Cat Pumps adds a premium, high-margin business with about $115 million revenue and $45 million Adjusted EBITDA, strengthening Franklin Electric’s commercial and industrial flow control platform.
• Transaction is expected to be accretive to Adjusted EPS in 2027 and accretive in the first full year of ownership, supporting Franklin Electric’s long-term margin and return objectives.
• Cat Pumps’ EBITDA margin above 35% and significant recurring aftermarket revenue broaden Franklin Electric’s exposure to resilient, mission-critical end markets and high-margin consumables.
• Franklin Electric projects a post-deal net leverage ratio of about 1.5x, indicating maintained balance sheet flexibility alongside continued investment and dividend growth.

Negative

• Franklin Electric is increasing leverage to finance the $350 million cash portion, with net leverage expected to reach about 1.5x after closing, adding debt and integration execution risk.
• Up to $50 million in contingent stock-based earnout consideration and performance-based RSUs introduces potential future equity issuance and integration hurdles tied to achieving 2028 gross profit targets.

Filing Explained

The September 4, 2026 acquisition was completed, and Franklin Electric issued performance-based restricted stock units as part of the consideration. The units have a $25 million target value, depend on Cat Pumps achieving 2028 gross-profit thresholds, and pay out from 0% to 200%; if settled in shares, they create a potential dilution mechanism for existing common holders, while their final value remains conditional.

8-K Event Classification

5 items: 1.01, 2.01, 3.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Purchase price (cash): $350 million Performance-based RSU target value: $25 million Potential maximum equity earnout: $50 million +5 more

8 metrics

Purchase price (cash) $350 million Cash consideration paid for Cat Pumps at closing

Performance-based RSU target value $25 million Equity portion of consideration, with 0%–200% payout tied to 2028 gross profit

Potential maximum equity earnout $50 million Implied by 200% cap on $25 million PRSU target value based on performance

Cat Pumps 2025 revenue $115 million Revenue generated by Cat Pumps in 2025

Cat Pumps 2025 Adjusted EBITDA $45 million Adjusted EBITDA in 2025 with margins above 35%

EBITDA margin Above 35% Cat Pumps Adjusted EBITDA margin in 2025

Expected net leverage ratio 1.5x Projected Franklin Electric net leverage after closing the Cat Pumps acquisition

Dividend growth track record 34+ years Franklin Electric’s history of annual dividend growth cited in the release

Key Terms

Performance-based restricted stock units, Adjusted EBITDA, EBITDA margin, Adjusted Earnings Per Share, +2 more

6 terms

Performance-based restricted stock units financial

"Performance-based restricted stock units (“PRSUs”) with an aggregate target value of $25 million"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

Adjusted EBITDA financial

"The company generated approximately $115 million in revenue and $45 million in Adjusted EBITDA1 in 2025"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

EBITDA margin financial

"EBITDA margins1 above 35%"

EBITDA margin is the share of each dollar of sales that a company keeps as operating cash profit before interest, taxes, and accounting for equipment wear and long-term investments. Think of it like the cash a store has left from every sale after paying day-to-day running costs but before paying rent, loan interest or replacing old machinery. Investors use it to compare core profitability and operational efficiency across companies by removing financing and accounting differences.

Adjusted Earnings Per Share financial

"Expected to be accretive to Adjusted EPS1 in 2027"

Adjusted Earnings Per Share shows how much profit a company makes for each share of stock, but it removes unusual or one-time items like big expenses or gains. This helps investors see the company's true ongoing performance, making it easier to compare how well different companies are doing over time.

Net Leverage Ratio financial

"expects to have a net leverage ratio1 of approximately 1.5x"

The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.

earnout financial

"plus a potential earnout of up to $50 million in Franklin Electric stock based on future performance"

An earnout is a financial agreement in which part of the purchase price for a business is paid later, based on the company's future performance. It acts like a bonus system, where sellers earn extra money if the business hits certain goals, aligning their interests with the buyer’s success. Investors pay attention to earnouts because they influence the total deal value and can affect the company's future financial health.

FAQ

What did FELE pay to acquire Cat Pumps and how is the deal structured?

Franklin Electric paid approximately $350 million in cash plus performance-based restricted stock units with a $25 million target value and a payout range of 0%–200% based on 2028 gross profit, implying potential equity consideration of up to about $50 million.

How large and profitable is Cat Pumps according to Franklin Electric (FELE)?

Cat Pumps generated approximately $115 million in revenue and $45 million in Adjusted EBITDA in 2025, with EBITDA margins above 35% and a high proportion of recurring aftermarket parts and accessories revenue.

When does Franklin Electric (FELE) expect the Cat Pumps deal to be accretive?

Franklin Electric expects the Cat Pumps acquisition to be accretive to Adjusted EPS in 2027 and accretive in the first full year of ownership, while also supporting its long-term margin and return objectives.

How is Franklin Electric funding the Cat Pumps acquisition and what is the leverage impact?

Franklin Electric is funding the $350 million cash portion with a combination of available cash and borrowings under existing credit facilities and expects a post-transaction net leverage ratio of approximately 1.5x.

What business benefits does FELE expect from acquiring Cat Pumps?

Franklin Electric states the deal strengthens its position in high-growth, mission-critical commercial and industrial end markets, expands its addressable market by over $1 billion, adds high-margin recurring aftermarket revenue, and is expected to create compelling revenue synergies.

How will Cat Pumps be reported within Franklin Electric (FELE) after the acquisition?

Cat Pumps will be reported as part of Franklin Electric’s Energy Systems segment and will continue to go to market under the Cat Pumps brand.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 12:42 PM Accepted by SEC EDGAR 09/08/2026 - 12:41 PM Learn about SEC filing dates

0000038725false00000387252026-09-042026-09-04

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 4, 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 September 4, 2026, Franklin Electric Co., Inc. ("Franklin Electric") entered into a Share Purchase Agreement (the “Share Purchase Agreement”) by and among Franklin Electric, FE Force, LLC, a wholly-owned subsidiary of Franklin Electric (“Acquisition Company”), Cat Pumps Corporation (“Cat Pumps”), the shareholders of Cat Pumps, and certain guarantors party thereto, pursuant to which Acquisition Company purchased all of the outstanding capital stock (the “Shares”) of Cat Pumps from its shareholders. Cat Pumps is a manufacturer and wholesale supplier specializing in water systems, components, and accessories and is primarily based in Minneapolis, Minnesota with operations globally.

Franklin Electric provided the following consideration for the Shares:

i.An aggregate cash payment in the amount of approximately $350 million, subject to adjustment under the Share Purchase Agreement; and

ii.Performance-based restricted stock units (“PRSUs”) with an aggregate target value of $25 million. The final value of the PRSUs will be subject to Cat Pumps achieving targeted threshold gross profit amounts during a measurement period beginning on January 1, 2028 and ending on December 31, 2028, with a payout range of 0% to 200% of the aggregate target value. Earned awards will be settled following the determination of results after the measurement period.

Franklin Electric funded the cash portion of the purchase price using a combination of available cash and borrowings under its existing credit facilities.

The Share Purchase Agreement contains customary representations, warranties, and covenants by Franklin Electric and the other parties thereto and other terms and conditions customary in agreements of this type.

The foregoing description of the Share 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 Share Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this report and incorporated by reference herein.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

Item 3.02. Unregistered Sales of Equity Securities

The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The PRSUs issued as consideration for the Shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) promulgated thereunder, because the offer and sale of such securities did not involve a public offering.

Item 7.01. Regulation FD Disclosure

On September 4, 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 Purchase Agreement, dated September 4, 2026, among Franklin Electric Co., Inc., FE Force, LLC, Cat Pumps Corporation, the shareholders of Cat Pump Corporation, and certain guarantors party thereto.
99.1						Press Release - "Franklin Electric Acquires Cat Pumps, Expanding Commercial and Industrial Flow Control Platform"
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

* 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: September 4, 2026						By			/s/ Jennifer A. Wolfenbarger
									Jennifer A. Wolfenbarger
									Vice President, Chief Financial Officer
									(Principal Financial and Accounting Officer)

Franklin Electric Acquires Cat Pumps, Expanding Commercial and Industrial Flow Control Platform

September 8, 2026

Flow control leader adds complementary high-pressure technology, an industry leading brand, and exposure to growing commercial and industrial end markets in high uptime applications

•Increases exposure to attractive, high growth end-markets across mission critical applications, including: industrial cleaning, reverse osmosis and water treatment, vehicle cleaning, energy, specialty vehicles, and other commercial & industrial markets

•Expands installed base with resilient after-market and consumables revenue

•Enhances commercial and industrial position in high uptime applications

•Expected to be accretive to Adjusted EPS1 in 2027

•Attractive financial profile with more than $100 Million in revenue, EBITDA margins1 above 35%

•Expected to create compelling revenue synergies across Franklin’s portfolio

FORT WAYNE, Ind. – September 8, 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 completed the acquisition of Cat Pumps Corporation, a leading provider of high-pressure, positive displacement pumps, for $350 million in cash plus a potential earnout of up to $50 million in Franklin Electric stock based on future performance.

Cat Pumps, based in Minneapolis with global operations, is a market leader in high-pressure plunger and piston pumps serving commercial and industrial applications. The company generated approximately $115 million in revenue and $45 million in Adjusted EBITDA1 in 2025, with industry-leading margins and a high proportion of recurring aftermarket parts and accessories revenue.

“This acquisition accelerates our strategy to build a broader, more resilient flow control company,” said Joe Ruzynski, Chief Executive Officer of Franklin Electric. “Cat Pumps brings a premium brand with exceptional customer loyalty, proprietary technology, and deep expertise in demanding commercial and industrial applications. Combined with Franklin’s commercial capabilities, global footprint, and systems expertise, we see meaningful opportunities to expand the business and better serve customers across our combined markets.”

Key Strategic and Financial Benefits of the Transaction

•Strengthens Franklin Electric’s position in attractive, high-growth commercial and industrial end markets across mission-critical applications: Cat Pumps’ portfolio of leading high-pressure solutions will strengthen Franklin Electric’s presence across growing end markets, including energy, hydro excavation, industrial cleaning, reverse osmosis and water treatment, vehicle cleaning, and water misting. The sustained demand for these mission-critical solutions is supported by secular trends, advancing Franklin Electric’s strategic priorities and establishing a highly attractive and resilient growth engine.

•Broadens Franklin Electric’s commercial and industrial flow platform with a comprehensive suite of complementary solutions: The transaction strengthens Franklin Electric’s industrial platform by adding a complementary product line and expands Franklin Electric’s addressable market by $1+ billion, while maintaining the company’s focus on high-quality, customer focused, high-margin businesses.

•Expands large and growing installed base and broadens Franklin Electric’s access to durable aftermarket revenue streams: The acquisition provides a stream of stable, recurring and high-margin aftermarket and accessory revenue.

•Supports strategy of long-term profitable growth: The acquisition is expected to be accretive in the first full year of Franklin Electric's ownership. The transaction is expected to support

Franklin Electric’s long-term margin and return objectives. Franklin Electric expects to leverage its international distribution network to expand Cat Pumps' presence in select industrial and infrastructure markets outside North America.

•Maintains strong financial position and flexibility to execute balanced capital allocation priorities: Franklin Electric expects to have a net leverage ratio1 of approximately 1.5x 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: “I am excited to welcome the Cat Pumps team to Franklin Electric. They have built an outstanding reputation for reliability and technical performance. Our teams share a strong customer-first culture, and we are excited to bring Franklin Electric’s market development, systems capabilities, and channel strength to help accelerate growth in both existing and adjacent applications where customers demand quality, innovation and service. ”

Transaction Details

The acquisition was completed on September 4, 2026. Franklin Electric funded the transaction with a combination of available cash and borrowings under its existing credit facilities. Cat Pumps will be reported as part of Franklin Electric’s Energy Systems segment and will continue to go to market under the Cat Pumps brand.

Advisors

Rothschild & Co served as financial advisor to Franklin Electric, and Taft Stettinius & Hollister LLP and Bird & Bird served as its legal advisors. Houlihan Lokey served as financial advisor to Cat Pumps, and Glaser Weil Fink Howard Jordan & Shapiro LLP as its legal advisor.

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 benefits of Franklin Electric’s acquisition of Cat Pumps, expected financial performance and Adjusted EPS accretion, anticipated revenue synergies, opportunities to expand Cat 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, Franklin Electric’s ability to successfully integrate Cat Pumps; retain key customers, distributors, suppliers and employees; realize the anticipated strategic, financial and operating benefits of the acquisition, including expected revenue 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 Cat 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.

Franklin Electric Contact:

Jennifer Wolfenbarger / Dean Cantrell

Franklin Electric Co., Inc.

InvestorRelations@fele.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 20.6 KB

Other Documents

• EX-2.1 EX-2.1 889.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB