Filing summary
Company: The Gorman-Rupp Company (NYSE: GRC). Report date: October 2, 2026; the reported event occurred October 1, 2026. This Form 8-K reports executive change-of-control severance agreements, not operating results for a financial reporting period.
Key financial information
The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics, and no comparable-period results.
Material change
The Company entered into new Change of Control Severance Agreements with certain employees, including CEO and President Scott A. King, Executive Vice President, General Counsel and Corporate Secretary Brigette A. Burnell, and CFO Ronald F. Stoops.
- Agreements generally have an initial one-year term and renew for successive one-year periods unless either party gives timely notice not to renew.
- Benefits may apply following a qualifying termination within two years after a change of control, or in certain cases within six months before one if the termination is primarily in anticipation of it. Qualifying circumstances include termination by the Company without cause, disability or death, or resignation by the executive for good reason, as defined in the agreements.
- The CEO’s cash severance is generally three times base salary plus the defined Prior Bonus Amount, plus a prorated annual bonus. For other covered executive officers, the multiplier is two times, plus a prorated annual bonus.
- Other stated benefits include a lump sum equal to 18 months of COBRA medical premiums, specified retirement-benefit enhancements based on 24 additional months of credited service (subject to offsets), and accelerated vesting of equity awards in specified circumstances.
Conditions, risks and outlook
Receipt of severance benefits generally requires execution and non-revocation of a release of claims. The agreements include a “best pay” provision intended to reduce payments when doing so increases the executive’s after-tax amount after applicable taxes, including potential excise taxes under Internal Revenue Code Sections 280G and 4999. They provide no tax gross-up. The filing states no business outlook or guidance. The agreement forms are filed as Exhibits 10.1 and 10.2; the filing’s summary is qualified by reference to those exhibits.
Investor verification points
- Review Exhibits 10.1 and 10.2 for the complete definitions, eligibility terms, notice requirements, and benefit calculations.
- Confirm which other employees are covered; the filing does not identify all employees who entered into agreements.
- Assess potential severance and equity-award costs if a change of control and qualifying termination occur; the filing does not quantify potential payments.