Form 8-K

8-K — GORMAN RUPP CO

Accession: 0001193125-26-315282

Filed: 2026-07-24

Period: 2026-07-24

CIK: 0000042682

SIC: 3561 (PUMPS & PUMPING EQUIPMENT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — grc-20260724.htm (Primary)

EX-99 (grc-ex99.htm)

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8-K

8-K (Primary)

Filename: grc-20260724.htm · Sequence: 1

8-K

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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, 2026

The Gorman-Rupp Company

(Exact name of Registrant as Specified in Its Charter)

Ohio

1-6747

34-0253990

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

600 South Airport Road

Mansfield, Ohio

44903

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (419) 755-1011

(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:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Shares, without par value

GRC

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 23, 2026, James C. Kerr, Executive Vice President and Chief Financial Officer, informed The Gorman-Rupp Company (the “Company” or “Gorman-Rupp”) of his decision to retire from the Company. Mr. Kerr will be succeeded as Chief Financial Officer by current Vice President of Finance, Ronald F. Stoops, effective October 1, 2026. Mr. Kerr will assist with the transition and after October 1, 2026 will continue to serve as a senior advisor to the Company until his retirement from employment with the Company at a date to be determined later.

Mr. Kerr joined Gorman-Rupp in 2016 and has served as Chief Financial Officer since 2017. During his tenure he has been instrumental in guiding Gorman-Rupp’s finance and accounting, strategic planning, information technology, investor relations, and acquisition capabilities to new levels while driving the organization to heightened financial performance.

Mr. Stoops, age 41, joined Gorman-Rupp in 2020 as Director of Financial Reporting, and has served as Vice President of Finance since January 2025. During the past six years, Mr. Stoops has been involved in the Company’s financial reporting, tax compliance, external reporting, strategic planning, and investor relations efforts. Prior to joining Gorman-Rupp, he held financial positions with a publicly held global manufacturing company and started his career with the audit practice of KPMG. He has a B.S. in Business Administration, with a specialization in Accounting and Finance, from The Ohio State University, Fisher College of Business.

There are no family relationships between Mr. Stoops and any director or executive officer of the Company. There are no transactions in which Mr. Stoops has an interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On July 24, 2026, the Company issued a press release announcing that James C. Kerr has informed the Company of his decision to retire from the Company and plans to step down from his executive officer position as Executive Vice President and Chief Financial Officer effective October 1, 2026. The press release further announces that current Vice President of Finance, Ronald F. Stoops, will succeed Mr. Kerr as Chief Financial Officer effective October 1, 2026. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

(99)

News Release dated July 24, 2026

(104)

Cover Page Interactive Data File (embedded within the Inline XBRL 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.

THE GORMAN-RUPP COMPANY

Date:

July 24, 2026

By:

/s/Brigette A. Burnell

Brigette A. Burnell

Executive Vice President, General Counsel and Corporate Secretary

EX-99

Filename: grc-ex99.htm · Sequence: 2

EX-99

Exhibit 99

THE GORMAN-RUPP COMPANY ANNOUNCES CFO SUCCESSION PLAN

Mansfield, Ohio – July 24, 2026 – The Gorman-Rupp Company (NYSE: GRC) announces that James C. Kerr, Executive Vice President and Chief Financial Officer, will be succeeded as Chief Financial Officer by current Vice President of Finance, Ronald F. Stoops, effective October 1, 2026. Mr. Kerr will assist with the transition and will continue to serve as a senior advisor to the Company until his retirement at a later date.

Mr. Stoops joined Gorman-Rupp in 2020 and has held a number of financial roles, including most recently Vice President of Finance. During the past six years, Mr. Stoops has been involved in the Company’s financial reporting, tax compliance, external reporting, strategic planning, and investor relations efforts. Prior to joining Gorman-Rupp, he held financial positions with a publicly held global manufacturing company and started his career with the audit practice of KPMG. He has a B.S. in Business Administration, with a specialization in Accounting and Finance from The Ohio State University, Fisher College of Business.

Scott A. King, President and CEO, commented, “The Board of Directors and our management team thank Jim for his exceptional leadership and contributions to Gorman-Rupp. As CFO, his hands-on approach, depth of experience, and strategic acumen contributed to Gorman-Rupp’s success during a period of tremendous growth, profit improvement, and value creation for our shareholders. We wish Jim a happy retirement and are excited that Ron will continue Jim’s work to help further capitalize on the opportunities that are in front of us.”

Brigette A. Burnell

Corporate Secretary

The Gorman-Rupp Company

Telephone (419) 755-1246

NYSE MKT: GRC

The Gorman-Rupp Company is a leading designer, manufacturer and international marketer of pumps and pump systems for use in diverse water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire protection, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications.

Forward-Looking Statements

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, The Gorman-Rupp Company provides the following cautionary statement: This news release contains various forward-looking statements based on assumptions concerning The Gorman-Rupp Company’s operations, future results and prospects. These forward-looking statements are based on current expectations about the timing and impact of the Company’s CFO succession and other important economic, political, and technological factors, among others, and are subject to risks and uncertainties, which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. Except to the extent required by law, we do not undertake and specifically decline any obligation to review or update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments or otherwise.

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