Gorman-Rupp sets CEO change-of-control severance

The agreements set different cash severance multiples for the CEO and other executive officers, alongside benefit and equity provisions.

Rhea-AI Filing Summary

The Gorman-Rupp Company entered new Change of Control Severance Agreements on October 1, 2026, with certain employees, including Chief Executive Officer and President Scott A. King, Executive Vice President, General Counsel and Corporate Secretary Brigette A. Burnell, and Chief Financial Officer Ronald F. Stoops. The agreements generally have an initial one-year term and renew for successive one-year periods unless either party gives timely notice.

An executive officer may qualify for severance following specified terminations within two years after a Change of Control, or following a qualifying termination within six months before one if primarily in anticipation of it. The CEO's lump-sum payment is three times the sum of annual base salary and Prior Bonus Amount, plus the Prorated Annual Bonus; the corresponding multiple for other executive officers is two times. Other terms include 18 months of COBRA premiums, increased retirement-plan benefits based on 24 months of credited service subject to offsets, and accelerated equity vesting in specified circumstances. Benefits generally require a release; a best-pay provision applies, and the agreements provide no tax gross-up.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Initial agreement term: 1 year Renewal period: 1 year Post-change-of-control eligibility period: 2 years +5 more

8 metrics

Initial agreement term 1 year Initial term of the Severance Agreements

Renewal period 1 year Evergreen renewal period absent timely notice by either party

Post-change-of-control eligibility period 2 years Following a Change of Control

Pre-change-of-control eligibility period 6 months A qualifying termination may occur before a Change of Control primarily in anticipation of it

CEO severance multiple 3 times Applied to the sum of annual base salary and Prior Bonus Amount, plus the Prorated Annual Bonus

Other executive officers' severance multiple 2 times Applied to the sum of annual base salary and Prior Bonus Amount, plus the Prorated Annual Bonus

COBRA medical coverage premiums 18 months Lump-sum payment based on the coverage level immediately before termination

Additional credited service 24 months Used to calculate an increase in qualified and supplemental retirement-plan benefits, subject to offsets

Key Terms

Change of Control, Good Reason, Prior Bonus Amount, Prorated Annual Bonus, +2 more

6 terms

Change of Control financial

"within two years following a Change of Control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Good Reason financial

"terminated by the executive officer for Good Reason"

Prior Bonus Amount financial

"annual base salary plus the executive's Prior Bonus Amount"

Prorated Annual Bonus financial

"the executive's Prorated Annual Bonus"

best pay provision financial

"The Severance Agreements also include a "best pay" provision"

COBRA regulatory

"eighteen months of COBRA medical coverage premiums"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What terminations qualify for GRC change-of-control severance?

An executive officer may qualify if, within two years following a Change of Control, the Company terminates the executive without Cause, Disability or death, or the executive terminates employment for Good Reason. A qualifying termination within six months before a Change of Control may also qualify when it occurs primarily in anticipation of the Change of Control.

Do GRC's new severance agreements include a tax gross-up?

No. The agreements provide no tax gross-up. They include a best-pay provision designed to reduce payments when doing so would produce a greater after-tax payment after applicable taxes, including any excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code.

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

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Available on EDGAR 10/02/2026 - 08:39 AM Accepted by SEC EDGAR 10/02/2026 - 08:39 AM Learn about SEC filing dates

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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 01, 2026

The Gorman-Rupp Company

(Exact name of Registrant as Specified in Its Charter)

Ohio			1-6747	34-0253990
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
600 South Airport Road
Mansfield, Ohio				44903
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (419) 755-1011

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, without par value		GRC		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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2026, The Gorman-Rupp Company (the "Company"), entered into new Change of Control Severance Agreements (the "Severance Agreements") with certain employees of the Company, including the Company's Chief Executive Officer and President, Scott A. King, Executive Vice President, General Counsel and Corporate Secretary, Brigette A. Burnell, and Chief Financial Officer, Ronald F. Stoops.

In general, the Severance Agreements are subject to an initial term of one year with a one-year “evergreen” renewal period absent timely notice by either party to a Severance Agreement that it does not wish to so extend the term. Under the Severance Agreements, if, within two years following a "Change of Control" (as defined in the Severance Agreements) an executive officer's employment is terminated by the Company without "Cause," "Disability" (each as defined in the Severance Agreements) or death, or terminated by the executive officer for "Good Reason" (as defined in the Severance Agreements), or such a termination occurs within six months prior to a Change of Control and primarily in anticipation of the Change of Control, the executive officer would become eligible to receive severance benefits.

The Severance Agreements provide for, among other things, the following severance benefits:

•For the Chief Executive Officer and President, a lump-sum payment equal to (1) three times the sum of the executive's annual base salary plus the executive's Prior Bonus Amount (as defined in the Severance Agreements) and (2) the executive's Prorated Annual Bonus (as defined in the Severance Agreements). For the other executive officers, the lump-sum payment is equal to (1) two times the sum of the executive's annual base salary plus the executive's Prior Bonus Amount and (2) the executive's Prorated Annual Bonus.

•A lump-sum payment equal to eighteen months of COBRA medical coverage premiums based on the level of coverage in effect immediately prior to termination.

•A lump-sum payment equal to the increase in benefits that would result from an additional twenty-four months of credited service under the Company's qualified and supplemental retirement plans, subject to offsets for any change-in-control benefits otherwise payable under those plans as a result of a Change of Control.

•Accelerated vesting of outstanding equity awards in specified circumstances following a Change of Control, including full vesting of time-based equity awards and vesting or payout of performance-based awards based on actual performance or target performance, as applicable, pursuant to the terms of the Severance Agreements.

Receipt of severance benefits generally is conditioned upon the executive's execution and non-revocation of a release of claims in favor of the Company. The Severance Agreements also include a "best pay" provision designed to reduce payments if doing so would result in a greater payment amount to the executive on an after-tax basis, after taking into account all applicable taxes, including any excise tax imposed as a result of Sections 280G and 4999 of the Internal Revenue Code. The Severance Agreements do not provide a tax gross-up.

The foregoing summary is qualified in its entirety by reference to the form of Severance Agreement with the Company's executive officers and the Severance Agreement with the Company's CEO, which are filed, respectively, as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
(10.1)		Change of Control Severance Agreement-Form for Other Executive Officers-2026
(10.2)		Change of Control Severance Agreement-CEO-2026
(104)		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

			THE GORMAN-RUPP COMPANY
Date:	October 2, 2026	By:	/s/Brigette A. Burnell
			Brigette A. Burnell Executive Vice President, General Counsel and Corporate Secretary

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 274.7 KB
• EX-10.2 EX-10.2 263.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB