[8-K] Mohawk Industries, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 filed for Plug Power (PLUG) discloses routine non-employee director compensation for Patrick Joggerst on 07/03/2025.

• Restricted stock: 76,531 common shares granted at $0; vests on the earlier of the first anniversary of the grant or the next annual meeting held ≥50 weeks after the prior meeting. Joggerst’s direct holdings rise to 178,201 shares.
• Stock options: 76,531 options with a $1.47 exercise price, expiring 07/03/2035; same vesting schedule as the restricted shares.

No shares were sold. The awards slightly increase potential dilution (≈0.01% of basic shares) but strengthen alignment between the director and shareholders by tying future value to share-price appreciation from a depressed base level. No immediate cash or earnings impact is expected, so the filing is considered neutral from a valuation standpoint.

Insights

Securities Analyst

TL;DR: Routine director equity grant; no buy/sell, neutral valuation impact, minor potential dilution.

The 76.5 k restricted shares and equal-sized option grant represent standard annual compensation under PLUG’s 2021 Incentive Plan. With a $1.47 strike—well below the 52-week high—the options could be motivating if the turnaround succeeds. However, the aggregate amount is immaterial versus Plug Power’s ~600 M shares outstanding, so dilution risk is negligible. Because there is no open-market purchase, the filing doesn’t signal insider conviction; nor does it suggest bearish sentiment. Overall impact on investment thesis: neutral.

Corporate Governance Expert

TL;DR: Grants align director incentives, follow policy, and raise no governance red flags.

The awards comply with the Non-Employee Director Compensation Plan and vest within one year, promoting near-term performance alignment while avoiding excessive entrenchment. The one-time full-vesting schedule is consistent with peer practice. No accelerated vesting triggers are noted, and the filing was timely, indicating sound disclosure controls. From a governance lens, the transaction is benign and maintains best-practice equity mix between full-value shares and at-the-money options.

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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): July 24, 2025

MOHAWK INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware			01-13697			52-1604305
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)
160 S. Industrial Blvd., Calhoun, Georgia						30701
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (706) 629-7721

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 communication pursuant to Rule 425 under 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 (CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (CFR 240.17R 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Common Stock, $.01 par value			MHK			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 2.02 Results of Operations and Financial Condition.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On July 24, 2025, Mohawk Industries, Inc. (the "Company") issued a press release to report the Company’s earnings for the fiscal quarter ended June 28, 2025, which is attached to this report as Exhibit 99.1.

Item 8.01 Other Events.

The Company announced that its Board of Directors approved a new share repurchase program on July 24, 2025, authorizing the Company to repurchase up to $500 million of its common stock (the “2025 Share Repurchase Program”). There remains $0.2 million authorized under the Company's existing share repurchase program announced in February 2022 (the “2022 Share Repurchase Program” and together with the 2025 Share Repurchase Program, the “Share Repurchase Programs”).

Under the Share Repurchase Programs, the Company may purchase common stock in open market transactions, block or privately negotiated transactions, and may from time to time purchase shares pursuant to a trading plan in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act or by any combination of such methods. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, credit availability, debt covenant restrictions, general business conditions, regulatory requirements, the market price of the Company's stock and the availability of alternative investment opportunities. No time limit was set for completion of repurchases and each of the Share Repurchase Programs may be suspended or discontinued at any time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated July 24, 2025.

104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the iXBRL 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.

Mohawk Industries, Inc.

Date:

July 24, 2025

By:

/s/ David L. Repp

DAVID L. REPP

Chief Accounting Officer and Corporate Controller

INDEX TO EXHIBITS

Exhibit
99.1						Press release dated July 24, 2025.
104						Cover Page Interactive Data File (cover page XBRL tags are embedded within the iXBRL document)

FAQ

How many Plug Power shares were granted to director Patrick Joggerst?

He received 76,531 restricted shares on 07/03/2025.

What is the exercise price of the newly issued PLUG stock options?

The options allow purchase at $1.47 per share.

When will the restricted shares and options vest?

Both awards vest fully on the earlier of one year from grant or the next annual meeting held at least 50 weeks after the prior meeting.

How many PLUG shares does Joggerst own after the grant?

His direct beneficial ownership stands at 178,201 common shares.

Did the Form 4 include any share sales?

No. The filing reports only acquisitions; no shares were disposed of.