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The Gorman-Rupp Company (NYSE:GRC) filed a Form S-8 to register 350,000 additional common shares for its Employee Stock Purchase Plan (ESPP), raising the plan’s total registered shares to 600,000 since inception. Based on the 7-25-2025 closing price of $40.52, the newly registered shares represent a potential $14.2 million of market value. The company states it does not expect to issue treasury or newly issued shares; instead, the plan trustee will acquire shares on the open market, eliminating dilution risk to existing holders.
The filing classifies GRC as a large accelerated filer and incorporates by reference its 2024 Form 10-K and 2025 Forms 10-Q. Key ESPP terms include employee payroll deductions of $20–$500 per month, company matching contributions of 10-20 % scaled by tenure, and optional direct cash contributions up to $1,000 monthly (no company match). The plan has been in place since 1995 and may be amended or terminated by the board.
Standard indemnification provisions, Ernst & Young LLP consent, and powers of attorney are included. No financial performance data or new capital-raising transactions are disclosed; the filing is primarily administrative and does not alter GRC’s capital structure or guidance.
Gorman-Rupp (GRC) Q2-25 10-Q highlights: Net sales grew 5.6% YoY to $179.0 m, led by municipal (+13.7%) and fire (+9.6%) markets, while agriculture (-5.7%) and construction were soft. Foreign sales held at 24% of revenue. Gross margin slipped 60 bps to 31.3% as material and LIFO costs rose.
Operating income advanced 3.3% to $26.9 m (15.0% margin). Interest expense fell 34% to $6.0 m after the May-24 refinancing; other one-time charges present in 2024 did not recur. Net income nearly doubled to $15.8 m, lifting diluted EPS to $0.60 (+88%). Six-month EPS is $1.06 (+71%), with H1 sales up 4.3% to $343.0 m.
Backlog reached $224.4 m (vs $206.0 m YE-24) on 7.1% order growth. Cash from operations jumped to $48.9 m; capex was $6.0 m. Net debt declined to $319 m; total debt is $341 m, maturing 2029‒31. Liquidity comprises $27 m cash and $99 m unused revolver. Q3 dividend of $0.185/share was declared—302nd consecutive payment. Management expects continued infrastructure and data-center demand to support H2 performance.
The Form 4 filing reports that D. Patrick Wischmeier, Vice President-Information Technology of The Gorman-Rupp Company (GRC), updated his beneficial ownership as of 7 July 2025. No open-market transactions or sales were disclosed; all share changes stem from routine, non-open-market events:
- Employee Stock Purchase Plan: 89 shares acquired between 7 Mar – 3 Jul 2025, bringing that account to 2,440 shares.
- Dividend Reinvestment Plan: 51 shares added, account now 244 shares.
- 401-K Plan: 200 shares acquired in Q1-25, indirect holding now 6,393 shares.
- Spousal ownership: 533 shares became indirectly reportable upon marriage on 3 Jul 2025.
After these updates, Wischmeier’s total beneficial ownership equals 21,180 shares (14,254 direct & 6,926 indirect). The filing indicates continued accumulation through company-sponsored plans, suggesting sustained insider alignment but involves no material dollar outlay or strategic signal beyond routine participation.
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