Form 8-K

8-K — GORMAN RUPP CO

Accession: 0001193125-26-315278

Filed: 2026-07-24

Period: 2026-07-24

CIK: 0000042682

SIC: 3561 (PUMPS & PUMPING EQUIPMENT)

Item: Results of Operations and Financial Condition

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 2.02 Results of Operations and Financial Condition.

On July 24, 2026, The Gorman-Rupp Company (the “Company”) issued a news release announcing its financial results for the second quarter ended June 30, 2026. The news release is included as Exhibit 99 and is being furnished, not filed, with 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

GORMAN-RUPP REPORTS SECOND QUARTER 2026 FINANCIAL RESULTS

Mansfield, Ohio – July 24, 2026 – The Gorman-Rupp Company (NYSE: GRC) reports financial results for the second quarter ended June 30, 2026.

Second Quarter 2026 Highlights

•

Record net sales of $186.1 million increased 3.9%, or $7.1 million, compared to the second quarter of 2025

•

Record net income of $19.4 million, or $0.74 per share, compared to net income of $15.8 million, or $0.60 per share, for the second quarter of 2025

•

Adjusted EBITDA1 was $38.2 million and 20.5% of sales, an increase of $2.9 million, or 8.3%, over the second quarter of 2025

Net sales for the second quarter of 2026 were $186.1 million compared to net sales of $179.0 million for the second quarter of 2025, an increase of 3.9%, or $7.1 million. The increase was driven by volume growth as well as price increases taken in the first quarter of 2026. Sales increased $4.7 million in the construction market due to increased demand in mining and sales of rental equipment and $4.2 million in the agriculture market due to broad-based improvement across Fill-Rite's sales channels. In addition, sales increased $1.6 million in the industrial market and $0.9 million in the OEM market due to increased demand related to data centers. These increases were partially offset by sales decreases of $2.2 million in the fire suppression market primarily due to reduced international shipments, $1.1 million in the municipal market, $0.6 million in the repair market, and $0.4 million in the petroleum market.

Gross profit was $60.6 million for the second quarter of 2026, resulting in gross margin of 32.6%, compared to gross profit of $56.1 million and gross margin of 31.3% for the same period in 2025. The 130 basis point increase in gross margin was driven by improved margin on material including an 80 basis point improvement due to the realization of price increases and favorable product mix, as well as a 50 basis point reduction in LIFO costs.

Selling, general and administrative (“SG&A”) expenses were $27.1 million and 14.6% of net sales for the second quarter of 2026 compared to $26.0 million and 14.5% of net sales for the same period in 2025. SG&A expenses increased due to higher advertising expenses as well as increased freight out costs driven by increased sales.

Operating income was $30.4 million for the second quarter of 2026, resulting in an operating margin of 16.3%, compared to operating income of $26.9 million and an operating margin of 15.0% for the same period in 2025. The 130 basis point increase in operating margin was driven by price increase realization, favorable product mix, and a reduction in LIFO costs.

Interest expense was $4.7 million for the second quarter of 2026 compared to $6.0 million for the same period in 2025. The decrease in interest expense was due primarily to a decrease in outstanding debt.

Net income was $19.4 million, or $0.74 per share, for the second quarter of 2026 compared to net income of $15.8 million, or $0.60 per share, in the second quarter of 2025.

Adjusted EBITDA1 was $38.2 million and 20.5% of sales for the second quarter of 2026 compared to $35.3 million and 19.7% of sales for the second quarter of 2025.

Year to date 2026 Highlights

•

Net sales of $362.7 million increased 5.7%, or $19.7 million, compared to the first six months of 2025

•

Net income of $37.3 million, or $1.41 per share, compared to net income of $27.9 million, or $1.06 per share, for the first six months of 2025

•

Adjusted EBITDA1 was $73.7 million and 20.3% of sales, an increase of $8.7 million, or 13.5%, over the first six months of 2025

•

Total debt decreased $33.0 million through the first six months of 2026

Net sales for the first six months of 2026 were $362.7 million compared to net sales of $343.0 million for the first six months of 2025, an increase of 5.7%, or $19.7 million. Sales increased in the majority of our markets including a sales increase of $11.2 million in the construction market due to increased demand in mining and sales of rental equipment, $8.6 million in the agriculture market due to broad-based improvement across Fill-Rite's sales channels, $5.2 million in the industrial market due to increased domestic investment, $2.6 million in the OEM market and $1.9 million in the municipal market. Offsetting these increases was a decrease of $7.6 million in the fire suppression market primarily due to reduced international shipments. Sales also decreased $1.4 million in the repair market and $0.8 million in the petroleum market.

Gross profit was $118.0 million for the first six months of 2026, resulting in gross margin of 32.5%, compared to gross profit of $106.4 million and gross margin of 31.0% for the same period in 2025. The 150 basis point increase in gross margin included a 110 basis point improvement in margin on material driven by a 90 basis point improvement due to price increase realization and favorable product mix and a 20 basis point decrease in LIFO expense, as well as a 40 basis point improvement in leverage on labor and overhead expense resulting from increased sales.

SG&A expenses were $53.9 million and 14.9% of net sales for the first six months of 2026 compared to $51.1 million and 14.9% of net sales for the same period in 2025. SG&A expenses increased due to higher advertising expenses related to trade show activity, as well as increased freight out costs driven by increased sales.

Operating income was $57.9 million for the first six months of 2026, resulting in an operating margin of 16.0%, compared to operating income of $49.0 million and an operating margin of 14.3% for the same period in 2025. Operating margin in the first six months of 2026 increased 170 basis points compared to the same period in 2025 primarily driven by price increase realization, favorable product mix, and a reduction in LIFO costs, as well as improved leverage on labor and overhead expense resulting from increased sales.

Interest expense was $9.6 million for the first six months of 2026 compared to $12.2 million for the same period in 2025. The decrease in interest expense was primarily due to a decrease in outstanding debt.

Net income was $37.3 million, or $1.41 per share, for the first six months of 2026 compared to net income of $27.9 million, or $1.06 per share, for the first six months of 2025.

Adjusted EBITDA1 was $73.7 million and 20.3% of net sales for the first six months of 2026 compared to $65.0 million and 18.9% of net sales for the first six months of 2025.

Incoming orders for the first six months of 2026 were $370.8 million, an increase of 1.4%, or $5.1 million, compared to the same period in 2025. The Company’s backlog of orders was $239.7 million at June 30, 2026 compared to $224.4 million at June 30, 2025 and $244.0 million at December 31, 2025.

Net cash provided by operating activities for the first six months of 2026 was $62.5 million compared to $48.9 million for the same period in 2025. The increase in cash provided by operating activities in the first six months of 2026 compared to the same period last year was primarily due to increased net income. Capital expenditures for the first six months of 2026 were $7.9 million and consisted primarily of machinery and equipment. Capital expenditures for the full-year 2026 are presently planned to be approximately $22.0 - $24.0 million. Total debt decreased $33.0 million during the first six months of 2026.

Scott A. King, President and CEO, commented, “Our strong start to the year continued into the second quarter. We are pleased with our record second quarter results, which included record net sales and earnings per share. Sales growth was broad-based across many of our markets, led by increased demand in construction and agriculture, as well as increased demand related to data centers across multiple end markets. Our margins remained strong in the second quarter and our earnings performance through the first half of 2026 helped generate solid operating cash flows. The

strong cash flows allowed us to reduce total debt by $33.0 million during the first six months of 2026 while continuing to invest in the business. Incoming orders and backlog remained healthy, positioning us well for the second half of the year.”

About The Gorman-Rupp Company

Founded in 1933, 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 suppression, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications.

(1) Non-GAAP Information

This release includes certain non-GAAP financial data and measures such as adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Adjusted EBITDA is net income (loss) excluding interest, taxes, depreciation and amortization, adjusted to exclude non-cash LIFO2 expense. Management utilizes these adjusted financial data and measures to assess comparative operations against those of prior periods without the distortion of non-comparable factors. The inclusion of these adjusted measures should not be construed as an indication that the Company’s future results will be unaffected by unusual or infrequent items or that the items for which the Company has made adjustments are unusual or infrequent or will not recur. Further, the impact of the LIFO inventory costing method can cause results to vary substantially from company to company depending upon whether they elect to utilize LIFO and depending upon which LIFO method they may elect. The Gorman-Rupp Company believes that these non-GAAP financial data and measures also will be useful to investors in assessing the strength of the Company’s underlying operations and liquidity from period to period. These non-GAAP financial measures are not intended to replace GAAP financial measures, and they are not necessarily standardized or comparable to similarly titled measures used by other companies. Provided below is a reconciliation of Adjusted EBITDA to its corresponding GAAP financial measures, which includes a description of actual adjustments made in the current period and the corresponding prior period.

(2) LIFO Inventory Method

The majority of the Company’s inventories are valued on the last-in, first-out (LIFO) method and stated at the lower of cost or market. Current cost approximates replacement cost, or market, and LIFO cost is determined at the end of each fiscal year based on inventory levels on-hand at current replacement cost and a LIFO reserve. The Company uses the simplified LIFO method, under which the LIFO reserve is determined utilizing the inflation factor specified in the Producer Price Index for Machinery and Equipment – Pumps, Compressors and Equipment, as published by the U.S. Bureau of Labor Statistics. Interim LIFO calculations are based on management’s estimate of the expected year-end inflation index and, as such, are subject to adjustment each quarter. When inflation increases, the LIFO reserve and non-cash expense increase.

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 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. Such uncertainties include, but are not limited to, our estimates of future earnings and cash flows, general economic conditions and supply chain conditions and any related impact on costs and availability of materials, retention of supplier and customer relationships and key employees, and the ability to service and repay indebtedness. Other factors include, but are not limited to: company specific risk factors including (1) loss of key personnel; (2) intellectual property security; (3) growth through acquisitions; (4) the Company’s indebtedness and how it may impact the Company’s financial condition and the way it operates its business; (5) impairment in the value of intangible assets, including goodwill; (6) defined benefit pension plan settlement expense; (7) LIFO inventory method; and (8) family ownership of common equity; and general risk factors including (9) continuation of the current and projected future business environment; (10) highly competitive markets; (11) availability and costs of raw materials and labor; (12) cybersecurity threats; (13) artificial intelligence risk and challenges that can impact our business; (14) compliance with, and costs related to, a variety of import and export laws and regulations; (15) the impact of U.S. trade policy, including resulting tariffs; (16) environmental compliance costs and liabilities; (17) exposure to fluctuations in foreign currency exchange rates; (18) conditions in foreign countries in which The Gorman-Rupp Company conducts business; (19) changes in our tax rates and exposure to additional income tax liabilities; and (20) risks described from time to time in our reports filed with the Securities and Exchange Commission. 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.

Brigette A. Burnell

Corporate Secretary

The Gorman-Rupp Company

Telephone (419) 755-1246

NYSE: GRC

For additional information, contact James C. Kerr, Chief Financial Officer, Telephone (419) 755-1548.

The Gorman-Rupp Company

Condensed Consolidated Statements of Income (Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

(Dollars in thousands, except per share amounts)

2026

2025

2026

2025

Net sales

186,065

179,045

362,658

342,994

Cost of products sold

125,458

122,992

244,691

236,609

Gross profit

60,607

56,053

117,967

106,385

Selling, general and administrative expenses

27,117

26,039

53,920

51,146

Amortization expense

3,080

3,102

6,159

6,202

Operating income

30,410

26,912

57,888

49,037

Interest expense

(4,659

)

(5,990

)

(9,626

)

(12,192

)

Other income (expense), net

(367

)

(538

)

(626

)

(926

)

Income before income taxes

25,384

20,384

47,636

35,919

Provision for income taxes

5,952

4,587

10,364

7,994

Net income

19,432

15,797

37,272

27,925

Earnings per share

0.74

0.60

1.41

1.06

Average number of shares outstanding

26,407,865

26,307,998

26,373,742

26,277,592

The Gorman-Rupp Company

Condensed Consolidated Balance Sheets (Unaudited)

(unaudited)

(Dollars in thousands)

June 30,

2026

December 31,

2025

Assets

Cash and cash equivalents

43,595

35,083

Accounts receivable, net

107,775

88,378

Inventories, net

87,130

96,457

Prepaid and other

9,637

13,776

Total current assets

248,137

233,694

Property, plant, and equipment

133,293

134,131

Other assets

21,202

22,192

Goodwill and other intangible assets, net

463,819

470,038

Total assets

866,451

860,055

Liabilities and equity

Accounts payable

29,927

25,885

Current portion of long-term debt

—

23,125

Accrued liabilities and expenses

58,479

49,602

Total current liabilities

88,406

98,612

Pension benefits

4,529

5,149

Postretirement benefits

25,403

24,803

Long-term debt, net of current portion

274,998

284,406

Other long-term liabilities

31,681

32,362

Total liabilities

425,017

445,332

Shareholders' equity

441,434

414,723

Total liabilities and shareholders' equity

866,451

860,055

The Gorman-Rupp Company

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended

June 30,

(Dollars in thousands)

2026

2025

Cash flows from operating activities:

Net income

37,272

27,925

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

14,073

13,937

LIFO expense

2,394

2,923

Pension expense

1,045

1,392

Stock based compensation

2,535

2,064

Contributions to pension plans

(1,239

)

(1,224

)

Amortization of debt issuance fees

591

Other

206

161

Changes in operating assets and liabilities:

Accounts receivable, net

(19,855

)

(9,496

)

Inventories, net

6,097

1,572

Accounts payable

4,265

2,559

Commissions payable

(431

)

1,066

Deferred revenue and customer deposits

2,531

(485

)

Income taxes

8,879

664

Accrued expenses and other

(3,207

)

2,504

Benefit obligations

7,306

2,735

Net cash provided by operating activities

62,462

48,888

Cash flows from investing activities:

Capital additions

(7,862

)

(5,977

)

Other

177

Net cash used for investing activities

(7,685

)

(5,918

)

Cash flows from financing activities:

Cash dividends

(10,017

)

(9,720

)

Treasury share repurchases

(2,649

)

(1,152

)

Payments to banks for borrowings

(33,000

)

(30,000

)

Other

(61

)

(59

)

Net cash used for financing activities

(45,727

)

(40,931

)

Effect of exchange rate changes on cash

(538

)

733

Net increase in cash and cash equivalents

8,512

2,772

Cash and cash equivalents:

Beginning of period

35,083

24,213

End of period

43,595

26,985

The Gorman-Rupp Company

Non-GAAP Financial Information

(Dollars in thousands, except per share data)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Adjusted EBITDA:

Net income –GAAP basis

19,432

15,797

37,272

27,925

Interest expense

4,659

5,990

9,626

12,192

Provision for income taxes

5,952

4,587

10,364

7,994

Depreciation and amortization expense

7,080

6,974

14,073

13,937

Non-GAAP earnings before interest, taxes, depreciation and amortization

37,123

33,348

71,335

62,048

Non-cash LIFO expense

1,078

1,928

2,394

2,923

Non-GAAP adjusted EBITDA:

38,201

35,276

73,729

64,971

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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