Franklin Electric completes $350M Cat Pumps deal

0000038725 false 0000038725 2026-09-04 2026-09-04 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): FRANKLIN ELECTRIC CO., INC. (Exact name of registrant as specified in its charter) Indiana 0-362 35-0827455 (State of incorporation) (Commission File Number) (IRS employer identification no.) 9255 Coverdale Road Fort Wayne, Indiana 46809 (Address of principal executive offices) (Zip code) ( 260 ) 824-2900 (Registrant's telephone number, including area code) Not Applicable (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: Common Stock, $0.10 par value FELE NASDAQ Global Select Market (Title of each class) (Trading symbol) (Name of each exchange on which registered) 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 1.01. Entry into a Material Definitive Agreement On September 4, 2026, Franklin Electric Co., Inc. ("Franklin Electric") entered into a Share Purchase Agreement (the 'Share Purchase Agreement') by and among Franklin Electric, FE Force, LLC, a wholly-owned subsidiary of Franklin Electric ('Acquisition Company'), Cat Pumps Corporation ('Cat Pumps'), the shareholders of Cat Pumps, and certain guarantors party thereto, pursuant to which Acquisition Company purchased all of the outstanding capital stock (the 'Shares') of Cat Pumps from its shareholders. Cat Pumps is a manufacturer and wholesale supplier specializing in water systems, components, and accessories and is primarily based in Minneapolis, Minnesota with operations globally. Franklin Electric provided the following consideration for the Shares: i. An aggregate cash payment in the amount of approximately $350 million, subject to adjustment under the Share Purchase Agreement; and ii. Performance-based restricted stock units ('PRSUs') with an aggregate target value of $25 million. The final value of the PRSUs will be subject to Cat Pumps achieving targeted threshold gross profit amounts during a measurement period beginning on January 1, 2028 and ending on December 31, 2028, with a payout range of 0% to 200% of the aggregate target value. Earned awards will be settled following the determination of results after the measurement period. Franklin Electric funded the cash portion of the purchase price using a combination of available cash and borrowings under its existing credit facilities. The Share Purchase Agreement contains customary representations, warranties, and covenants by Franklin Electric and the other parties thereto and other terms and conditions customary in agreements of this type. The foregoing description of the Share Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this report and incorporated by reference herein. Item 2.01. Completion of Acquisition or Disposition of Assets The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01. Item 3.02. Unregistered Sales of Equity Securities The information contained above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The PRSUs issued as consideration for the Shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) promulgated thereunder, because the offer and sale of such securities did not involve a public offering. Item 7.01. Regulation FD Disclosure On September 4, 2026, Franklin Electric Co., Inc. issued a press release (the "Press Release") about the transaction described in this Current Report on Form 8-K. The Press Release is furnished as Exhibit 99.1 and incorporated by reference herein. The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits (d) Exhibits: Exhibit Number Description 2.1* Share Purchase Agreement, dated September 4, 2026, among Franklin Electric Co., Inc., FE Force, LLC, Cat Pumps Corporation, the shareholders of Cat Pump Corporation, and certain guarantors party thereto. 99.1 Press Release - "Franklin Electric Acquires Cat Pumps, Expanding Commercial and Industrial Flow Control Platform" 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and exhibits have been omitted pursuant to item 601(a)(5) of Regulation S-K. Franklin Electric agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request. Forward-Looking Statements Certain statements in this Current Report on Form 8-K are based on Franklin Electric's current expectations and assumptions, and are 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not discuss historical fact, but instead include statements related to expectations, projections, intentions, or other items related to the future. Forward-looking statements are typically identified by the use of terms such as 'expects,' 'anticipates,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' 'will,' 'assumes,' 'may,' 'projects,' 'outlook,' 'future,' and variations of such words and similar expressions. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from the results of operations, financial conditions, or plans expressed or implied by the forward-looking statements. Although Franklin Electric believes the expectations reflected in its forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be achieved. Any statements contained herein that are not statements of historical fact should be deemed forward-looking statements. As a result, reliance should not be placed on these forward-looking statements as these statements are subject to known and unknown risks, uncertainties, and other factors beyond Franklin Electric's control and could differ materially from actual results and performance. Such risks and uncertainties are detailed from time to time in filings with the Securities and Exchange Commission ('SEC'), including the 'Management's Discussion and Analysis of Financial Condition and Results of Operations' and 'Risk Factors' contained in Franklin Electric's Annual Report on Form 10-K for the year ended December 31, 2025, in its subsequent quarterly reports on Form 10-Q, and in other reports Franklin Electric files with the SEC from time to time. In addition, such risks, uncertainties, and other factors include, but are not limited to, Franklin Electric's ability to achieve the expected synergies and/or efficiencies from the acquisition; industry and market reaction to the acquisition; and the possibility that the integration of the parties may be more difficult, time-consuming or costly than expected or that operating costs and business disruptions may be greater than expected; risks that the acquisition disrupts current plans and operations. Franklin Electric assumes no obligation to update or supplement forward-looking statements that become untrue due to subsequent events. SIGNATURE 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. FRANKLIN ELECTRIC CO., INC. (Registrant) Date: September 4, 2026 By /s/ Jennifer A. Wolfenbarger Jennifer A. Wolfenbarger Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)