Gorman-Rupp (NYSE: GRC) EVP reports 3,566-share tax-withholding disposition

Rhea-AI Filing Summary

Brigette A. Burnell, EVP, General Counsel and Secretary of Gorman-Rupp, reported a tax-withholding disposition of 3,566 common shares on March 3, 2026. These shares were withheld to pay taxes on the vesting of 11,514 stock units.

After this transaction, Burnell directly held 40,453 common shares, which includes 6,764 unvested stock units granted under the company’s equity incentive plans. She also indirectly held 368 common shares through a 401-K trust, and the reported balance reflects 9 shares acquired under the Employee Stock Purchase Plan between February 26, 2026 and March 3, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Burnell Brigette A

(Last) (First) (Middle)

600 SOUTH AIRPORT ROAD

(Street)

MANSFIELD OH 44903

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GORMAN RUPP CO [ GRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2026		F		3,566(1)	D	$0	40,453(2)(3)	D
Common Stock (401-K Plan)								368	I	By 401-K Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld for payment of tax liability on vesting of 11,514 stock units.

2. Balance includes 6,764 unvested stock units granted under the Company's equity incentive plans.

3. Balance reflects 9 shares of common stock acquired under the Company's Employee Stock Purchase Plan between February 26, 2026 and March 3, 2026.

	/s/Brigette A. Burnell	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Brigette A. Burnell report for GRC?

Brigette A. Burnell reported a tax-withholding disposition of 3,566 Gorman-Rupp common shares. The shares were withheld to cover tax liability from the vesting of 11,514 stock units, rather than sold in an open-market transaction.

How many Gorman-Rupp shares does Brigette A. Burnell hold after this Form 4?

After the reported transaction, Brigette A. Burnell directly holds 40,453 Gorman-Rupp common shares. This balance includes 6,764 unvested stock units granted under the company’s equity incentive plans, reflecting her ongoing equity-based compensation position with the company.

Was the 3,566-share GRC transaction a market sale by Brigette A. Burnell?

The 3,566-share transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy Burnell’s tax liability tied to the vesting of 11,514 stock units, as described in the filing’s footnotes.

What indirect Gorman-Rupp share ownership does Brigette A. Burnell report?

Brigette A. Burnell reports indirect ownership of 368 Gorman-Rupp common shares through a 401-K trust. This is separate from her directly held shares and reflects retirement-plan holdings associated with her employment at the company.

What do the unvested stock units reported for GRC’s Brigette A. Burnell represent?

The 6,764 unvested stock units represent equity awards granted under Gorman-Rupp’s incentive plans that have not yet fully vested. These units may convert into common shares over time, subject to the plan’s vesting conditions and continued employment.

What is the significance of the 9 GRC shares acquired under the Employee Stock Purchase Plan?

The balance reflects 9 Gorman-Rupp common shares acquired under the Employee Stock Purchase Plan between February 26, 2026 and March 3, 2026. This indicates ongoing participation in the company’s employee share purchase program in addition to equity incentives.