Gorman-Rupp (NYSE: GRC) officer logs tax-withheld share disposition

Rhea-AI Filing Summary

Gorman-Rupp Company officer Angela M. Morehead reported a tax-withholding disposition of 924 shares of common stock, used to pay taxes on the vesting of 3,035 stock units. After this, she directly owned 9,896 shares and indirectly held 3,986 shares through a 401-K trust, including 2,088 unvested stock units and 9 shares acquired under the employee stock purchase plan.

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^*

Morehead Angela M

(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)
	Treasurer and Asst. 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		924(1)	D	$0	9,896(2)(3)	D
Common Stock (401-K Plan)								3,986	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 3,035 stock units.

2. Balance includes 2,088 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.

	Angela M. Morehead BY: /s/Brigette A. Burnell Attorney-in-Fact	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did GRC officer Angela M. Morehead report in this Form 4 filing?

Angela M. Morehead reported a tax-withholding disposition of 924 Gorman-Rupp common shares. The shares were withheld to cover tax on vesting of 3,035 stock units, a routine administrative transaction rather than an open-market sale.

How many GRC shares does Angela M. Morehead own after the reported transaction?

After the transaction, Angela M. Morehead directly owns 9,896 Gorman-Rupp common shares. She also has 3,986 shares held indirectly through a 401-K trust, with this balance including 2,088 unvested stock units under company equity incentive plans.

Was the GRC Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition coded as “F,” not an open-market sale. The 924 shares were withheld by the company to satisfy tax liability triggered when 3,035 stock units vested for the reporting officer.

What do the GRC Form 4 footnotes reveal about Angela Morehead’s holdings?

The footnotes state that 924 shares were withheld for taxes on vesting of 3,035 units and that the remaining balance includes 2,088 unvested units. They also note that 9 shares were acquired under the employee stock purchase plan in late February and early March 2026.

How many GRC shares are held indirectly for Angela Morehead via the 401-K trust?

The filing shows 3,986 Gorman-Rupp common shares held indirectly through a 401-K trust. This holding is reported as indirect ownership, separate from her directly owned 9,896 shares, and reflects her retirement-plan stake in the company.