Gorman-Rupp Co: enters change of control severance agreements

What happened

• The filing reports that on Oct 1, 2026, The Gorman-Rupp Company entered into Change of Control Severance Agreements with certain employees, including Chief Executive Officer and President Scott A. King, Executive Vice President, General Counsel and Corporate Secretary Brigette A. Burnell, and Chief Financial Officer Ronald F. Stoops.

Key details

• Agreements have a 1-year initial term with a 1-year evergreen renewal unless timely notice is given.
• Severance triggers include termination without "Cause," "Disability," or for "Good Reason" within 2 years after a "Change of Control," or termination within 6 months before a Change of Control primarily in anticipation of the Change of Control.
• CEO severance: lump-sum payment equal to 3 times the sum of annual base salary plus the executive's Prior Bonus Amount, plus the executive's Prorated Annual Bonus; other named executive officers: lump-sum equal to 2 times that sum plus Prorated Annual Bonus.
• Additional benefits: lump-sum equal to 18 months of COBRA premiums; lump-sum equal to the increase in benefits from an extra 24 months of credited service under qualified and supplemental retirement plans (subject to offsets); accelerated vesting of equity awards in specified Change of Control circumstances.
• Receipt of benefits is generally conditioned on execution and non-revocation of a release of claims; agreements include a "best pay" provision to reduce payments when that yields a greater after-tax amount and do not provide a tax gross-up.

Why it may matter

• This Form 8-K reports Item 5.02 (departure of directors or certain officers; election of directors) and covers change of control severance agreements for the named executive officers, describing triggers, payment multiples, COBRA and retirement plan treatment, and equity vesting mechanics. The filing does not show why the insider traded or why the company acted.