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What changed in GORMAN RUPP CO's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of GORMAN RUPP CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+162 added131 removedSource: 10-K (2026-03-02) vs 10-K (2025-03-03)

Top changes in GORMAN RUPP CO's 2025 10-K

162 paragraphs added · 131 removed · 106 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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ITEM 1. Business 4 ITEM 1A. Risk Factors 7 ITEM 1B. Unresolved Staff Comments 12 ITEM 1C. Cybersecurity 12 ITEM 2. Properties 13 ITEM 3. Legal Proceedings 14 ITEM 4. Mine Safety Disclosures 15 * Information about our Executive Officers 15 PART II ITEM 5.
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ITEM 1. BU SINESS The Gorman-Rupp Company (“Registrant”, “Gorman-Rupp”, the “Company”, “we” or “our”) was incorporated in Ohio in 1934. The Company designs, manufactures and globally sells pumps and pump systems for use in water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire suppression, heating, ventilating and air conditioning (“HVAC”), military and other liquid-handling applications.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 15 ITEM 6. [Reserved] 17 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 26 ITEM 8. Financial Statements and Supplementary Data 27 ITEM 9.
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PRODUCTS The Company operates in one business segment, the manufacture and sale of pumps and pump systems. The following table sets forth, for the years 2023 through 2025, the total net sales, income before income taxes and year-end total assets of the Company.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 57 ITEM 9A. Controls and Procedures 57 ITEM 9B. Other Information 60 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 60 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 60 ITEM 11. Executive Compensation 60 ITEM 12.
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(Dollars in thousands) 2025 2024 2023 Net sales $ 682,389 $ 659,667 $ 659,511 Income before taxes 69,164 50,493 43,961 Total assets 860,055 858,469 890,358 The Company’s product line consists of pump models ranging in size from 1/4” to nearly 15 feet and ranging in rated capacity from less than one gallon per minute to nearly one million gallons per minute.
Removed
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 61 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 61 ITEM 14. Principal Accounting Fees and Services 61 PART IV ITEM 15. Exhibits and Financial Statement Schedules 62 Exhibit Index 63
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The types of pumps which the Company produces include self-priming centrifugal, standard centrifugal, magnetic drive centrifugal, axial and mixed-flow, vertical turbine line shaft, submersible, high-pressure booster, rotary gear, rotary vein, diaphragm, bellows and oscillating.
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The pumps have drives that range from fractional horsepower electric motors up to much larger electric motors or internal combustion engines capable of producing several thousand horsepower. Many of the larger units comprise encased, 3 Table of Contents fully-integrated water and wastewater pumping stations. In certain cases, units are designed for the inclusion of customer-supplied drives.
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The Company’s larger pumps are sold principally for use in the construction, industrial, water and wastewater handling fields; for flood control; for boosting low residential water pressure; for pumping refined petroleum products, including the ground refueling of aircraft; for fluid control in HVAC applications; and for various agricultural purposes. The Company’s pumps are also utilized for dewatering purposes.
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Additionally, pumps manufactured for fire suppression are used for sprinkler back-up systems, stand pipes, fog systems and deluge systems at hotels, banks, factories, airports, schools, public buildings, data centers, and hundreds of other types of facilities throughout the world.
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Many of the Company’s smallest pumps are sold to customers for incorporation into such products as food processing, chemical processing, medical applications, computer cooling, waste treatment, HVAC equipment, appliances and solar heating.
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MARKETING The Company’s pumps are marketed in the United States and internationally through a broad network of distributors, through manufacturers’ representatives (for sales to certain original equipment manufacturers), through third-party distributor catalogs, direct sales, retailers, and e-commerce. The Company regularly seeks alliances with distributors and other partners to further enhance marketing opportunities.
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Export sales are made primarily through foreign distributors and representatives. The Company has long-standing relationships with many of the leading independent distributors in the markets it serves and provides specialized training programs to distributors on a regular basis.
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During 2025, 2024 and 2023, there were no shipments to any foreign country nor to any single customer that exceeded 10% of total net sales. Gorman-Rupp continued to actively pursue international business opportunities and, in 2025, shipped its pumps to approximately 140 countries around the world.
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COMPETITION The pump industry is highly fragmented and therefore Gorman-Rupp competes with a large number of businesses. Numerous pump competitors exist as subsidiaries, divisions or departments within significantly larger corporations. The Company also faces increased competition from foreign-sourced pumps in most of the Company’s domestic markets.
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Most commercial and industrial pumps are specifically designed and engineered for a particular customer’s application. The Company believes that proper application, product performance, and quality of delivery and service are its principal methods of competition, and attributes its success to its continued emphasis in these areas.
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In the sale of products and services, the Company benefits from its large base of previously installed products, which periodically require replacement parts due to the critical application and nature of the products and the conditions under which they operate.
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PURCHASING AND PRODUCTION Substantially all of the materials, supplies, components and accessories used by the Company in the fabrication of its products, including all castings (for which most patterns are made and owned by the Company), structural steel, bar stock, motors, solenoids, engines, seals, and plastic and elastomeric components are purchased by the Company from other suppliers and manufacturers.
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The Company purchases motor components for its large submersible pumps, and motors and engines for its pump systems, from a limited number of suppliers. The Company does not purchase materials under long-term contracts and is not dependent upon a single source for any materials, supplies, components or accessories which are of material importance to its business.
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The other production operations of the Company consist of the machining of castings, the cutting, shaping and welding of bar stock and structural members, the design and assembly of electrical control panels, the manufacture of some small motors and a few minor components, and the assembling, painting and testing of its products.
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The majority of the Company’s products are tested prior to shipment. 4 Table of Contents HUMAN CAPITAL As of December 31, 2025, the Company employed approximately 1,415 persons, of whom approximately 740 were hourly employees.
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The majority of the Company’s manufacturing operations take place in the United States, as evidenced by 87% of its employees being in the Company’s U.S. locations and 13% of its employees being in its international locations. Our approach is to develop talent from within and supplement with external hires.
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We invest resources to develop the talent needed to remain a leading designer and manufacturer of pumps and pump systems. We provide our employees with training opportunities and educational benefits to assist in the expansion of their careers and skills. This approach has resulted in a deep understanding among our employee base of our business, products, and customers.
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We believe that our average tenure of 12 years, as of the end of 2025, reflects both the strong engagement of our employees and our positive workplace culture. Approximately 7% of our employees operate under a collective bargaining agreement, which expires within the next twelve months. The Company has never experienced a work stoppage.
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We provide competitive compensation and benefits programs to help meet the needs of our employees. In addition to salaries, these programs (which vary by country and region) include profit sharing, a 401(k) plan, medical insurance and benefits, health savings accounts, paid time off, and tuition assistance, among others.
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Certain domestic employees hired prior to January 1, 2008, participate in a defined benefit plan. Employees hired after this date, in eligible locations, participate in an enhanced 401(k) plan instead of the defined benefit plan.
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To create performance incentives and to encourage employees to voluntarily invest in the Company’s Common Shares, we have made the purchase of common shares convenient, in some cases with partial cash matching contributions from the Company, and in all cases without brokers’ fees or commissions, under an Employee Stock Purchase Plan, a 401(k) Plan and a Dividend Reinvestment Plan.
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Because our business involves the manufacturing of products, many of our employees are unable to work from home. For certain positions, we do provide hybrid work from home options. The health and safety of our workforce is fundamental to the success of our business.
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We provide our employees upfront and ongoing safety training to ensure that safety policies and procedures are effectively communicated and implemented. We also provide personal protective equipment to those employees who need it to perform their job functions safely.
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We have experienced personnel on-site at each of our manufacturing locations who are tasked with environmental, health and personal safety education and compliance. We are committed to upholding fundamental human rights and believe that all human beings should be treated with dignity, fairness and respect.
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This commitment is outlined in our Human Rights Policy which applies to all employees worldwide including part time and temporary workers. We communicate our expectation that suppliers also adhere to our Human Rights Policy through our Supplier Code of Conduct.
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We strive to promote opportunities in the workplace, engage with our communities, and encourage our suppliers to treat their employees in a manner that respects human rights. We utilize an on-line platform to provide training to all employees worldwide in key areas such as harassment and discrimination prevention, human rights, and our code of conduct.
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We also internally publicize the availability of an anonymous ethics hotline through which any employee may report any ethics, safety or other employment concerns. OTHER ASPECTS Although the Company owns a number of patents, several of which are important to its business, the Company does not consider its business to be materially dependent upon any one or more patents.
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The Company’s patents, trademarks and other intellectual property are adequate for its business purposes. AVAILABLE INFORMATION The Company maintains a website accessible through its internet address of www.gormanrupp.com.
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Gorman-Rupp makes available free of charge on or through www.gormanrupp.com its Annual Report to Shareholders, its annual Proxy Statement, its annual report on Form 10-K, its quarterly reports on Form 10-Q, and its current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after those reports (and any amendments) are electronically filed with or furnished to the Securities and Exchange Commission (“Commission”).
Added
However, the information contained on the Company’s website is not a part of this Form 10-K or any other report filed with or furnished to the Commission. 5 Table of Contents A paper copy of the Company’s Form 10-K is also available free of charge upon written request to the Company’s Corporate Secretary.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf the Company is unable to adequately enforce and protect its intellectual property rights, it could adversely affect its revenues and profits and hamper its ability to grow. Competitors and others may also challenge the validity of the Company’s intellectual property or allege that it has infringed their intellectual property, including through litigation.
Biggest changeCompetitors and others may also challenge the validity of the Company’s intellectual property or allege that it has infringed their intellectual property, including through litigation. The Company may be required to pay substantial damages if it is determined its products infringe the intellectual property of others.
Corporate tax rate, represents approximately $21.0 million of income taxes, payment of which is delayed to future dates based upon changes in inventory costs. From time-to-time, discussions regarding changes in U.S. tax laws have included the potential of LIFO being repealed.
Corporate tax rate, represents approximately $22.0 million of income taxes, payment of which is delayed to future dates based upon changes in inventory costs. From time-to-time, discussions regarding changes in U.S. tax laws have included the potential of LIFO being repealed.
We work with vendors that incorporate artificial intelligence tools into their offerings and the providers of these artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience.
We work with vendors that 9 Table of Contents incorporate artificial intelligence tools into their offerings and the providers of these artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience.
Should LIFO be repealed, the $21.0 million of postponed taxes, plus any future benefit realized prior to the date of repeal, would likely have to be repaid over some period of time.
Should LIFO be repealed, the $22.0 million of postponed taxes, plus any future benefit realized prior to the date of repeal, would likely have to be repaid over some period of time.
Highly competitive markets Gorman-Rupp sells its products in highly competitive markets. Maintaining and improving the Company’s competitive position requires periodic investment in manufacturing, engineering, quality standards, marketing, customer service and support, and distribution networks. Even with such investment, the Company may not be successful in maintaining its competitive position.
Maintaining and improving the Company’s competitive position requires periodic investment in manufacturing, engineering, quality standards, marketing, customer service and support, and distribution networks. Even with such investment, the Company may not be successful in maintaining its competitive position.
In 2024, 2023, and 2022, the Company recorded pre-tax non-cash LIFO expense of $5.1 million, $6.9 million, and $18.0 million, respectively. See Note 4 to the Consolidated Financial Statements, Inventories. As of December 31, 2024 the Company had a LIFO reserve of $100.2 million, which at the current U.S.
In 2025, 2024, and 2023, the Company recorded pre-tax non-cash LIFO expense of $4.4 million, $5.1 million, and $6.9 million, respectively. See Note 3 to the Consolidated Financial Statements, Inventories. As of December 31, 2025 the Company had a LIFO reserve of $104.6 million, which at the current U.S.
See Note 9 to the Consolidated Financial Statements, Pensions and Other Postretirement Benefits. 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.
There was no pension settlement charge recorded in 2024 or 2023. See Note 8 to the Consolidated Financial Statements, Pensions and Other Postretirement Benefits. 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.
If these audits result in assessments different from amounts recorded, the Company’s future financial results may include unfavorable adjustments.
If these audits result in assessments different from amounts recorded, the Company’s future financial results may include unfavorable adjustments. ITEM 1B. UNRESOLVE D STAFF COMMENTS None.
The Company may be required to pay substantial damages if it is determined its products infringe the intellectual property of others. The Company may also be required to develop an alternative, non-infringing product that could be costly and time-consuming, or acquire a license (if available) on terms that are not favorable to it.
The Company may also be required to develop an alternative, non-infringing product that could be costly and time-consuming, or acquire a license (if available) on terms that are not favorable to it.
The Company has been required to make such adjustments in prior periods, and, if such non-cash adjustments are necessary in future periods, they may negatively impact the Company’s operating results. There was no pension settlement charge recorded in 2024 or 2023. In 2022, the Company recorded pre-tax non-cash pension settlement charges of $6.4 million, driven by lump-sum distributions discussed above.
The Company has been required to make such adjustments in prior periods, and, if such non-cash adjustments are necessary in future periods, they may negatively impact the Company’s operating results. 7 Table of Contents In 2025, the Company recorded pre-tax non-cash pension settlement charges of $1.2 million, driven by lump-sum distributions discussed above.
The Company expects its international and export sales to continue to be a significant portion of its revenue. The Company’s sales from international operations and export sales, and the availability and prices of certain raw materials, parts, and components, are subject, in varying degrees, to risks inherent to doing business outside the United States.
The Company’s sales from international 10 Table of Contents operations and export sales, and the availability and prices of certain raw materials, parts, and components, are subject, in varying degrees, to risks inherent to doing business outside the United States.
Any of these developments may negatively impact the Company’s sales. The effects of recent executive actions and executive orders by the President in connection with, among other areas, energy production, trade, immigration and administrative agencies, as well as any tandem regulatory changes pursued by the current administration, are highly uncertain and may adversely impact our business.
The effects of executive actions and executive orders by the President in connection with, among other areas, energy production, trade, immigration and administrative agencies, as well as any tandem regulatory changes pursued by the current administration, are highly uncertain and may adversely impact our business. 8 Table of Contents Highly competitive markets Gorman-Rupp sells its products in highly competitive markets.
Any significant change in the value of these currencies could affect the Company’s ability to sell products competitively and control its cost structure, which could have a material effect on its financial condition, results of operations or cash flows. 11 Conditions in foreign countries in which the Company conducts business In 2024, 25% of the Company’s net sales were to customers outside the United States.
Any significant change in the value of these currencies could affect the Company’s ability to sell products competitively and control its cost structure, which could have a material effect on its financial condition, results of operations or cash flows.
In addition, the Company cannot assure that any acquisition, even if successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to the Company’s operations and cash flows. The Company has substantial indebtedness, which may impact the Company s financial condition and the way it operates its business The Company has substantial indebtedness.
In addition, the Company cannot assure that any acquisition, even if successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to the Company’s operations and cash flows.
Such indebtedness includes senior secured first lien credit facilities comprised of a $370 million term loan facility and a $100 million revolving credit facility, and a $30 million in aggregate principal amount of 6.40% senior secured notes.
The Company has substantial indebtedness, which may impact the Company’s financial condition and the way it operates its business The Company has substantial indebtedness. Such indebtedness includes senior secured first lien credit facilities comprised of a $370 million term loan facility and a $100 million revolving credit facility, and $30 million in aggregate principal amount of 6.40% senior secured notes.
If any one or more of the Company’s significant shareholders were to sell all or a portion of their holdings of Company common shares at once or within short periods of time, or there was an expectation that such a sale was imminent, then the market price of the Company’s common shares could be negatively affected. 9 GENERAL RISK FACTORS Continuation of current and projected future business environment The overall pump industry is cyclical in nature, and some of its business activity is related to general business conditions in the durable goods and capital equipment markets.
If any one or more of the Company’s significant shareholders were to sell all or a portion of their holdings of Company common shares at once or within short periods of time, or there was an expectation that such a sale was imminent, then the market price of the Company’s common shares could be negatively affected.
A change in the availability of, or increases in the costs associated with raw materials, parts and components or labor and workforce could affect our ability to fulfill our customer backlog and materially affect our business, financial condition, results of operations or cash flows. 10 Cybersecurity threats Increased global information technology security threats and more sophisticated and targeted computer crime pose a risk to the security of Gorman-Rupp’s systems and networks and to the confidentiality, availability, and integrity of its data.
A change in the availability of, or increases in the costs associated with raw materials, parts and components or labor and workforce could affect our ability to fulfill our customer backlog and materially affect our business, financial condition, results of operations or cash flows.
Additional potential risks associated with acquisitions are the diversion of management’s attention from other business concerns, additional debt leverage, the loss of key employees and customers of the acquired business, the assumption of unknown liabilities, disputes with sellers, and the inherent risk associated with the Company entering new lines of business. 8 Impairment in the value of intangible assets, including goodwill The Company’s total assets reflect goodwill from acquisitions, representing the excess cost over the fair value of the identifiable net assets acquired, including other indefinite-lived and finite-lived intangible assets.
Additional potential risks associated with acquisitions are the diversion of management's attention from other business concerns, additional debt leverage, the loss of key employees and customers 6 Table of Contents of the acquired business, the assumption of unknown liabilities, disputes with sellers, and the inherent risk associated with the Company entering new lines of business.
Regardless of whether infringement claims against the Company are successful, defending against such claims could significantly increase the Company’s costs, divert management’s time and attention away from other business matters, and otherwise adversely affect the Company’s results of operations and financial condition. 7 Growth through Acquisitions The Company’s historical growth has depended, and its future growth is likely to continue to depend, in part on its acquisition strategy and the successful integration of acquired businesses into existing operations.
Regardless of whether infringement claims against the Company are successful, defending against such claims could significantly increase the Company’s costs, divert management’s time and attention away from other business matters, and otherwise adversely affect the Company’s results of operations and financial condition.
The ability to protect and enforce intellectual property rights varies across jurisdictions. Competitors have attempted, and may in the future attempt to copy the Company’s products, technologies or industrial designs are becoming more prevalent, particularly in Asia.
The ability to protect and enforce intellectual property rights varies across jurisdictions. Competitors have attempted, and may in the future attempt to copy the Company’s products, technologies or industrial designs. If the Company is unable to adequately enforce and protect its intellectual property rights, it could adversely affect its revenues and profits and hamper its ability to grow.
Environmental compliance costs and liabilities The Company’s operations and properties are subject to numerous domestic and foreign environmental laws and regulations which can impose operating and/or financial sanctions for violations.
If we are unable to mitigate the impact of tariffs, including through product pricing and supply arrangements, our business and financial results could be adversely affected. Environmental compliance costs and liabilities The Company’s operations and properties are subject to numerous domestic and foreign environmental laws and regulations which can impose operating and/or financial sanctions for violations.
The Company intends to continue to seek additional domestic and international acquisition opportunities that have the potential to support and strengthen its operations.
Growth through acquisitions The Company’s historical growth has depended, and its future growth is likely to continue to depend, in part on its acquisition strategy and the successful integration of acquired businesses into existing operations. The Company intends to continue to seek additional domestic and international acquisition opportunities that have the potential to support and strengthen its operations.
Removed
Acquisition performance and integration The Company has historically made strategic acquisitions of businesses and may do so in the future in support of its strategy. The success of past and future acquisitions is dependent on the Company’s ability to successfully integrate acquired and existing operations. If the Company is unable to integrate acquisitions successfully, its financial results could suffer.
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Impairment in the value of intangible assets, including goodwill The Company’s total assets reflect goodwill from acquisitions, representing the excess cost over the fair value of the identifiable net assets acquired, including other indefinite-lived and finite-lived intangible assets.
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GENERAL RISK FACTORS Continuation of current and projected future business environment The overall pump industry is cyclical in nature, and some of its business activity is related to general business conditions in the durable goods and capital equipment markets.
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Any of these developments may negatively impact the Company’s sales.
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Cybersecurity threats Increased global information technology security threats and more sophisticated and targeted computer crime pose a risk to the security of Gorman-Rupp’s systems and networks and to the confidentiality, availability, and integrity of its data.
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U.S. trade policy, including the implementation of tariffs, could adversely affect the Company’s business and financial results The U.S. administration has implemented numerous tariffs on imported materials and products and, in response, various countries have imposed new, or increased existing, tariffs on imports.
Added
These tariffs, to the extent that they continue to be imposed, and any new or increased tariffs, may increase the cost of imported materials used by our suppliers and in our products. Tariffs imposed by other countries may apply to our products sold internationally.
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The ultimate impact of the announced tariffs and any future tariffs will depend on various factors, including the extent to which such tariffs are implemented, the timing of implementation and the amount, scope and nature of such tariffs.
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Conditions in foreign countries in which the Company conducts business In 2025, 24% of the Company’s net sales were to customers outside the United States. The Company expects its international and export sales to continue to be a significant portion of its revenue.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeEmployees within the information technology department that are focused on cybersecurity attend periodic external training to stay current on potential cybersecurity risks and threats and how to best protect the Company from these risks and threats. 12 The Company provides training to all employees that reinforces the Company’s information technology risk and security management policies, standards and practices, as well as the expectation that employees comply with these policies.
Biggest changeThe Company provides training to all employees that reinforces the Company’s information technology risk and security management policies, standards and practices, as well as the expectation that employees comply with these policies. The training assists employees with identifying potential cybersecurity risks and threats and how to protect the Company’s resources and information.
The risks related to cybersecurity, including the effectiveness of our training programs, are monitored on an ongoing basis by our information technology department and external service providers. In addition, to assess the incident response policy, annually the Company conducts cybersecurity incident response training exercises to evaluate the effectiveness of the Company’s cybersecurity incident response strategies and tactics.
The risks related to cybersecurity, including the effectiveness of our training programs, are monitored on an ongoing basis by our information technology department and external service providers. In addition, to assess the incident response policy, periodically the Company conducts cybersecurity incident response training exercises to evaluate the effectiveness of the Company’s cybersecurity incident response strategies and tactics.
The senior management team presents updates to the Audit Committee quarterly and, as necessary, to the full Board. These regular reports include detailed updates on the Company’s performance preparing for, preventing, detecting, responding to and recovering from cyber incidents, if applicable.
This ensures that senior management is kept abreast of the cybersecurity posture and potential risks. The senior management team presents updates to the Audit Committee quarterly and, as necessary, to the full Board. These regular reports include detailed updates on the Company’s performance preparing for, preventing, detecting, responding to and recovering from cyber incidents, if applicable .
This integration ensures that cybersecurity considerations are an integral part of our decision-making processes and operational practices. Our information technology department, including employees dedicated to the area of cybersecurity risk management, works closely with our senior management team to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.
Our information technology department, including employees dedicated to the area of cybersecurity risk management, works closely with our senior management team to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.
In addition to the employee training program, the Company has created an information security incident response policy and team. The response team includes the Executive Officers of the Company, the Vice President of Information Technology, the Manager of IT Security, the Vice President of Human Resources and other functional and operational area experts as needed.
The response team includes the Executive Officers of the Company, the Vice President of Information 11 Table of Contents Technology, the Manager of IT Security, the Vice President of Human Resources and other functional and operational area experts as needed.
The Company recognizes the complexity and evolving nature of cybersecurity threats. The Company utilizes a number of third-party software solutions, including full-time external monitoring, that are intended to detect and prevent potential cybersecurity threats. In addition, Gorman-Rupp engages with a range of external experts, including cybersecurity assessors, consultants, and auditors, in evaluating and testing our risk management systems.
The Company recognizes the complexity and evolving nature of cybersecurity threats. The Company utilizes a number of third-party software solutions , including full-time external monitoring, that are intended to detect and prevent potential cybersecurity threats.
ITEM 1C. CYBERSECURITY The Company recognizes the importance of developing, implementing, and maintaining cybersecurity measures to ensure the security of our information systems and networks and the confidentiality, availability, and integrity of our data. Risk management and strategy The Company continues to build its culture of security and has integrated cybersecurity risk management into our broader enterprise risk management process.
ITEM 1C. CYBERSEC URITY The Company recognizes the importance of developing, implementing, and maintaining cybersecurity measures to ensure the security of our information systems and networks and the confidentiality, availability, and integrity of our data.
Senior management plays a pivotal role in informing the Audit Committee on cybersecurity risks. The information technology department regularly informs the Chief Financial Officer (CFO) of all aspects related to cybersecurity risks and incidents. This ensures that senior management is kept abreast of the cybersecurity posture and potential risks.
The Audit Committee is composed of board members with diverse expertise, including risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively. Senior management plays a pivotal role in informing the Audit Committee on cybersecurity risks. The information technology department regularly informs the Chief Financial Officer (CFO) of all aspects related to cybersecurity risks and incidents.
The training assists employees with identifying potential cybersecurity risks and threats and how to protect the Company’s resources and information. This training is mandatory for all employees globally on a periodic basis, and it is supplemented by firmwide internal and external service providers testing initiatives, including frequent phishing tests.
This training is mandatory for all employees globally on a periodic basis, and it is supplemented by firmwide internal and external service providers testing initiatives, including frequent phishing tests. In addition to the employee training program, the Company has created an information security incident response policy and team.
Governance The Board of Directors believes that control and management of risk are primary responsibilities of senior management of the Company. As a general matter, the entire Board of Directors is responsible for oversight of this important senior management function.
As a general matter, the entire Board of Directors is responsible for oversight of this important senior management function. The Audit Committee is responsible to the Board for the organizational oversight of the Company’s comprehensive enterprise risk management plan, including cyber risks.
These external experts leverage their specialized knowledge and insights on cybersecurity to assess and enhance our internal policies and processes through regular audits, threat assessments, and consultation on security enhancements and strategies. We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. See Item 1A. Risk Factors General Risk Factors - Cybersecurity threats.
In addition, Gorman-Rupp from time to time engages with a range of external experts, including cybersecurity assessors, consultants, and auditors, in evaluating and testing our risk management systems. These external experts leverage their specialized knowledge and insights on cybersecurity to assess and enhance our internal policies and processes through regular audits, threat assessments, and consultation on security enhancements and strategies.
Removed
The Audit Committee is responsible to the Board for the organizational oversight of the Company’s comprehensive enterprise risk management plan, including cyber risks. The Audit Committee is composed of board members with diverse expertise, including risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively.
Added
Risk management and strategy The Company continues to build its culture of security and has integrated cybersecurity risk management into our broader enterprise risk management process . This integration ensures that cybersecurity considerations are an integral part of our decision-making processes and operational practices.
Added
Employees within the information technology department that are focused on cybersecurity attend periodic external training to stay current on potential cybersecurity risks and threats and how to best protect the Company from these risks and threats.
Added
While we are not aware of any cybersecurity incidents that have materially affected our business operations or financial condition within the prior fiscal year, there can be no guarantee that we will not be the subject of future attacks, threats or incidents that may have a material impact on us. See Item 1A.
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"Risk Factors – General Risk Factors – Cybersecurity threats" and "Artificial intelligence presents risks and challenges that can impact our business, " which should be read in conjunction with the foregoing information. Governance The Board of Directors believes that control and management of risk are primary responsibilities of senior management of the Company.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe the quality and production capacity of our facilities is sufficient to maintain our competitive position for the foreseeable future. 13 Properties Approximate Sq Footage Principal Use Markets Served Owned/ Leased Utilization United States Bellville, OH 98,000 Manufacturing, R&D Industrial, OEM Owned Partial Fort Wayne, IN 125,000 Manufacturing, R&D Industrial, agriculture, construction Owned Partial Glendale, AZ 32,000 Manufacturing, R&D Industrial, agriculture, municipal, petroleum, OEM Owned Partial Lenexa, KS 142,000 Manufacturing Industrial, agriculture, construction Leased Partial Lubbock, TX 60,000 Manufacturing Industrial, agriculture, municipal, petroleum, OEM Owned Partial Mansfield, OH (2 properties) 970,000 Corporate HQ, Manufacturing, R&D Industrial, construction, municipal, petroleum, OEM Owned Partial Olive Branch, MS 62,000 Manufacturing Industrial, agriculture, municipal, petroleum, OEM Owned Partial Royersford, PA (2 properties) 120,000 Manufacturing Industrial, agriculture, construction, municipal, OEM Owned Partial Toccoa, GA 295,000 Manufacturing, R&D Industrial, fire, municipal Owned Partial Other Countries County Westmeath, Ireland 42,000 Manufacturing Industrial, fire, municipal Owned Partial Waardenburg, The Netherlands 41,000 Manufacturing Industrial, agriculture, construction, municipal, petroleum, OEM Owned Partial St.
Biggest changeWe believe the quality and production capacity of our facilities is sufficient to maintain our competitive position for the foreseeable future. 12 Table of Contents Properties Approximate Sq Footage Principal Use Markets Served Owned/ Leased Utilization United States Bellville, OH 98,000 Manufacturing, R&D Industrial, OEM Owned Partial Fort Wayne, IN 125,000 Manufacturing, R&D Industrial, agriculture, construction Owned Partial Glendale, AZ 32,000 Manufacturing, R&D Industrial, agriculture, municipal, petroleum, OEM Owned Partial Lenexa, KS 142,000 Manufacturing Industrial, agriculture, construction Leased Partial Lubbock, TX 60,000 Manufacturing Industrial, agriculture, municipal, petroleum, OEM Owned Partial Mansfield, OH (2 properties) 970,000 Corporate HQ, Manufacturing, R&D Industrial, construction, municipal, petroleum, OEM Owned Partial Olive Branch, MS 62,000 Manufacturing Industrial, fire, municipal Owned Partial Royersford, PA (2 properties) 120,000 Manufacturing Industrial, agriculture, construction, municipal, OEM Owned Partial Toccoa, GA 295,000 Manufacturing, R&D Industrial, fire, municipal Owned Partial Other Countries County Westmeath, Ireland 42,000 Manufacturing Industrial, fire, municipal Owned Partial Waardenburg, The Netherlands 41,000 Manufacturing Industrial, agriculture, construction, municipal, petroleum, OEM Owned Partial St.
ITEM 2. PROPERTIES The Company conducts business at plants and offices that are owned or leased and located in the United States and other countries as described below. The following table sets forth the location, approximate size, principal use, markets served, ownership status and utilization of each of our material facilities.
ITEM 2. PROPE RTIES The Company conducts business at plants and offices that are owned or leased and located in the United States and other countries as described below. The following table sets forth the location, approximate size, principal use, markets served, ownership status and utilization of each of our material facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeManagement does not currently believe that these proceedings will materially impact the Company’s consolidated results of operations, liquidity or financial condition.
Biggest changeIn addition, the Company and/or its subsidiaries are parties in a small number of legal proceedings arising in the ordinary course of business. Management does not currently believe that these proceedings will materially impact the Company’s consolidated results of operations, liquidity or financial condition. 13 Table of Contents
ITEM 3. LEGAL PROCEEDINGS For over twenty years, numerous business entities in the pump and fluid-handling industries, as well as a multitude of companies in many other industries, have been targeted in a series of lawsuits in several jurisdictions by various individuals seeking redress to claimed injury as a result of the entities’ alleged use of asbestos in their products.
LEGAL PRO CEEDINGS For over twenty-five years, numerous business entities in the pump and fluid-handling industries, as well as a multitude of companies in many other industries, have been targeted in a series of lawsuits in several jurisdictions by various individuals seeking redress to claimed injury as a result of the entities’ alleged use of asbestos in their products.
Accordingly, this series of lawsuits has not, cumulatively or individually, had a material adverse impact on the Company's consolidated results of operations, liquidity or financial condition, nor is it expected to have any such impact in the future, based on the current knowledge of the Company. 14 In addition, the Company and/or its subsidiaries are parties in a small number of legal proceedings arising in the ordinary course of business.
Accordingly, this series of lawsuits has not, cumulatively or individually, had a material adverse impact on the Company's consolidated results of operations, liquidity or financial condition, nor is it expected to have any such impact in the future, based on the current knowledge of the Company.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Jeffrey S. Gorman transitioned from Executive Chairman to Chairman on January 3, 2025. The following table sets forth certain information with respect to the executive officers of the Company as of January 31, 2025: Name Age Office Date Elected to Executive Office Position Scott A.
Biggest changeITEM 4. MINE SAFETY DISCLOSURES Not applicable. INFORMATION ABOUT O UR EXECUTIVE OFFICERS The following table sets forth certain information with respect to the executive officers of the Company as of January 31, 2026: Name Age Office Date Elected to Executive Office Position Scott A. King 51 President and Chief Executive Officer 2019 James C.
Burnell served as Corporate Counsel of Red Capital Group from 2011 to 2013 and as an Associate at Jones Day from 2002 to 2011. PART II
Burnell served as Corporate Counsel of Red Capital Group from 2011 to 2013 and as an Associate at Jones Day from 2002 to 2011. 14 Table of Contents PART II
King 50 President and Chief Executive Officer 2019 James C. Kerr 62 Executive Vice President and Chief Financial Officer 2017 Brigette A. Burnell 49 Executive Vice President, General Counsel and Corporate Secretary 2014 Mr. King was elected Chief Executive Officer effective January 1, 2022 in addition to his role as President. Mr.
Kerr 63 Executive Vice President and Chief Financial Officer 2017 Brigette A. Burnell 50 Executive Vice President, General Counsel and Corporate Secretary 2014 Mr. King was elected Chief Executive Officer effective January 1, 2022 in addition to his role as President. Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis graph is not deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the graph shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended, or the Exchange Act. 2019 2020 2021 2022 2023 2024 The Gorman-Rupp Company 100.00 88.13 123.11 72.40 102.89 111.97 NYSE Composite 100.00 106.99 129.12 117.04 133.16 154.20 NYSE American 100.00 92.49 134.26 162.00 179.98 183.58 SIC Code 3561 100.00 117.82 137.83 125.41 143.84 152.38 16 PURCHASES OF EQUITY SECURITIES (Amounts in tables in thousands of dollars, except share and per share data) On October 29, 2021, the Company announced a share repurchase program of up to $50.0 million of the Company’s common shares.
Biggest changeThis graph is not deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the graph shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended, or the Exchange Act. 2020 2021 2022 2023 2024 2025 The Gorman-Rupp Company 100.00 139.69 82.15 116.75 127.05 162.92 NYSE Composite 100.00 120.68 109.40 124.46 144.12 169.63 NYSE American 100.00 145.16 175.15 194.59 198.49 290.85 SIC Code 3561 100.00 116.98 106.44 122.09 129.34 141.78 15 Table of Contents PURCHASES OF EQUITY SECURITIES (Amounts in tables in thousands of dollars, except share and per share data) On October 29, 2021, the Company announced a share repurchase program of up to $50.0 million of the Company’s common shares.
Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced program Approximate dollar value of shares that may yet be purchased under the program October 1 to October 31, 2024 - - - $ 48,067 November 1 to November 30, 2024 - - - 48,067 December 1 to December 31, 2024 - - - 48,067 Total - - - $ 48,067
Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced program Approximate dollar value of shares that may yet be purchased under the program October 1 to October 31, 2025 - - - $ 48,067 November 1 to November 30, 2025 - - - 48,067 December 1 to December 31, 2025 - - - 48,067 Total - - - $ 48,067
PERFORMANCE GRAPH The following stock price performance graph and related table compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, 2019 through December 31, 2024 in the Company’s common shares, the NYSE Composite Index, the NYSE American Index and a peer group of companies in the SIC Code 3561 Index Pumps and Pumping Equipment.
PERFORMANCE GRAPH The following stock price performance graph and related table compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, 2020 through December 31, 2025 in the Company’s common shares, the NYSE Composite Index, the NYSE American Index and a peer group of companies in the SIC Code 3561 Index Pumps and Pumping Equipment.
However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on an assessment of the Company’s financial condition and business outlook at the applicable time.
The Company currently expects to continue its exceptional history of paying regular quarterly dividends, and increased annual dividends. However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on an assessment of the Company’s financial condition and business outlook at the applicable time.
ITEM 5. MARKET FOR REGISTRANT S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Common Stock is listed on the New York Stock Exchange under the ticker symbol “GRC”.
ITEM 5. MARKET FOR REGISTRAN T’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Common Stock is listed on the New York Stock Exchange under the ticker symbol “GRC”. On February 1, 2026, there were 1,516 registered holders of the Company’s common shares.
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On February 1, 2025, there were 1,534 registered holders of the Company’s common shares. 15 The Company currently expects to continue its exceptional history of paying regular quarterly dividends, and increased annual dividends.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeProvided below is a reconciliation of adjusted earnings, adjusted earnings per share, and adjusted earnings before interest, taxes, depreciation and amortization. 2024 2023 2022 Adjusted earnings: Reported net income GAAP basis $ 40,115 $ 34,951 $ 11,195 Pension settlement charge - - 5,216 One-time acquisition costs - - 5,752 Amortization of step up in value of acquired inventories - - 1,141 Amortization of acquired customer backlog - 863 1,231 Write-off of unamortized previously deferred debt financing fees 3,506 - - Refinancing costs 2,413 - - Non-GAAP adjusted earnings $ 46,034 $ 35,814 $ 24,535 2024 2023 2022 Adjusted earnings per share: Reported earnings per share - GAAP basis $ 1.53 $ 1.34 $ 0.43 Pension settlement charge - - 0.20 One-time acquisition costs - - 0.22 Amortization of step up in value of acquired inventories - - 0.04 Amortization of acquired customer backlog - 0.03 0.05 Write-off of unamortized previously deferred debt financing fees 0.13 - - Refinancing costs 0.09 - - Non-GAAP adjusted earnings per share $ 1.75 $ 1.37 $ 0.94 2024 2023 2022 Adjusted earnings before interest, taxes, depreciation and amortization: Reported net income - GAAP basis $ 40,115 $ 34,951 $ 11,195 Interest expense 33,621 41,273 19,240 Provision for income taxes 10,378 9,010 2,677 Depreciation and amortization 27,897 28,496 21,158 Non-GAAP earnings before interest, taxes, depreciation and amortization 112,011 113,730 54,270 Pension settlement charge - - 6,427 One-time acquisition costs - - 7,088 Amortization of step up in value of acquired inventories - - 1,406 Amortization of acquired customer backlog - 1,085 1,517 Write-off of unamortized previously deferred debt financing fees 4,438 - - Refinancing costs 3,055 - - Non-cash LIFO expense 5,142 6,891 18,041 Non-GAAP adjusted earnings before interest, taxes, depreciation and amortization $ 124,646 $ 121,706 $ 88,749 21 Liquidity and Capital Resources Our primary sources of liquidity are cash generated from operations and borrowings under our revolving credit facility.
Biggest changeProvided below is a reconciliation of adjusted earnings, adjusted earnings per share, and Adjusted EBITDA to their respective corresponding GAAP financial measures, which includes a description of actual adjustments made in the current period and the corresponding prior period. 2025 2024 2023 Adjusted earnings: Reported net income GAAP basis $ 53,017 $ 40,115 $ 34,951 Write-off of unamortized previously deferred debt financing fees - 3,506 - Refinancing costs - 2,413 - Facility optimization costs 2,309 - - Pension settlement charges 921 - - Amortization of acquired customer backlog - - 863 Non-GAAP adjusted earnings $ 56,247 $ 46,034 $ 35,814 2025 2024 2023 Adjusted earnings per share: Reported earnings per share - GAAP basis $ 2.02 $ 1.53 $ 1.34 Write-off of unamortized previously deferred debt financing fees - 0.13 - Refinancing costs - 0.09 - Facility optimization costs 0.09 - - Pension settlement charges 0.03 - - Amortization of acquired customer backlog - - 0.03 Non-GAAP adjusted earnings per share $ 2.14 $ 1.75 $ 1.37 20 Table of Contents 2025 2024 2023 Adjusted EBITDA: Reported net income - GAAP basis $ 53,017 $ 40,115 $ 34,951 Interest expense 23,396 33,621 41,273 Income taxes 16,147 10,378 9,010 Depreciation and amortization 27,709 27,897 28,496 Non-GAAP earnings before interest, taxes, depreciation and amortization 120,269 112,011 113,730 Write-off of unamortized previously deferred debt financing fees - 4,438 - Refinancing costs - 3,055 - Facility optimization costs 2,960 - - Pension settlement charges 1,166 - - Amortization of acquired customer backlog - - 1,085 Non-cash LIFO expense 4,396 5,142 6,891 Non-GAAP adjusted EBITDA $ 128,791 $ 124,646 $ 121,706 Liquidity and Capital Resources Our primary sources of liquidity are cash generated from operations and borrowings under our revolving credit facility.
The measurement of liabilities related to its pension plans and other postretirement benefit plans is based on management’s assumptions related to future events including interest rates, return on pension plan assets, rate of compensation increases and health care cost trend rates.
The measurement of liabilities related to its pension plan and other postretirement benefit plans is based on management’s assumptions related to future events including interest rates, return on pension plan assets, rate of compensation increases and health care cost trend rates.
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 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.
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.
The Company uses the last-in, first-out (LIFO) method for the majority of its inventories. Pension Plans and Other Postretirement Benefit Plans The Company recognizes the obligations associated with its defined benefit pension plans and defined benefit health care plans in its Consolidated Financial Statements.
The Company uses the last-in, first-out (LIFO) method for the majority of its inventories. Pension Plans and Other Postretirement Benefit Plans The Company recognizes the obligations associated with its defined benefit pension plan and defined benefit health care plans in its Consolidated Financial Statements.
Actual pension plan asset performance will either reduce or increase unamortized losses included in Accumulated other comprehensive loss, which will ultimately affect net income. The assumed rate of compensation increase was 3.5% in both 2024 and 2023. Substantially all eligible retirees elect to take lump sum settlements of their pension plan benefits.
Actual pension plan asset performance will either reduce or increase unamortized losses included in Accumulated other comprehensive loss, which will ultimately affect net income. The assumed rate of compensation increase was 3.5% in both 2025 and 2024. Substantially all eligible retirees elect to take lump sum settlements of their pension plan benefits.
The capital commitments do not represent the entire anticipated purchases in the future but represent only those substantive items for which the Company is contractually obligated as of December 31, 2024. Also, the Company has operating leases and financing leases for certain offices, manufacturing facilities, land, office equipment and automobiles.
The capital commitments do not represent the entire anticipated purchases in the future but represent only those substantive items for which the Company is contractually obligated as of December 31, 2025. Also, the Company has operating leases and financing leases for certain offices, manufacturing facilities, land, office equipment and automobiles.
A sensitivity analysis was performed for each reporting unit, assuming a hypothetical 100 basis point decrease in the expected long-term growth rate or a hypothetical 100 basis point increase in the weighted average cost of capital, and both scenarios independently yielded an estimated fair value above carrying value.
A sensitivity analysis was performed for each reporting unit, assuming a hypothetical 50 basis point decrease in the expected long-term growth rate or a hypothetical 50 basis point increase in the weighted average cost of capital, and both scenarios independently yielded an estimated fair value above carrying value.
The Company performed qualitative analyses as of October 1, 2024 and 2023 for all of its reporting units except for National Pump Company (“National”) and Fill-Rite, concluding that it was more likely than not that the fair value of the reporting units exceeded the respective carrying amounts.
The Company performed qualitative analyses as of October 1, 2025 and 2024 for all of its reporting units except for National Pump Company (“National”) and Fill-Rite, concluding that it was more likely than not that the fair value of the reporting units exceeded the respective carrying amounts.
See Note 10 to the Consolidated Financial Statements, Goodwill and Other Intangible Assets. Acquisitions The Company allocates the purchase price of its acquisitions to the assets acquired, liabilities assumed, and noncontrolling interests based upon their respective fair values at the acquisition date.
See Note 9 to the Consolidated Financial Statements, Goodwill and Other Intangible Assets. Acquisitions The Company allocates the purchase price of its acquisitions to the assets acquired, liabilities assumed, and noncontrolling interests based upon their respective fair values at the acquisition date.
MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Amounts in tables in thousands of dollars, except for per share data) Executive Overview The Gorman-Rupp Company (“we”, “our”, “Gorman-Rupp” or the “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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Amounts in tables in thousands of dollars, except for per share data) Executive Overview The Gorman-Rupp Company (“we”, “our”, “Gorman-Rupp” or the “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.
The increase in cash provided by operating activities in 2023 compared to 2022 was primarily due increased earnings before depreciation, amortization, and LIFO expense, and improved cash flow from working capital management.
The increase in cash provided by operating activities in 2024 compared to 2023 was primarily due to increased earnings before depreciation, amortization, and LIFO expense, and improved cash flow from working capital management.
When more than one accounting principle, or the method of its application, is generally accepted, management selects the principle or method that is appropriate in the Company’s specific circumstances. Application of these accounting principles requires management to make estimates about the future resolution of existing uncertainties; as a result, actual results could differ from these estimates.
When more than one accounting principle, or the method of its application, is generally accepted, management selects the principle or method that is appropriate in the Company’s specific 22 Table of Contents circumstances. Application of these accounting principles requires management to make estimates about the future resolution of existing uncertainties; as a result, actual results could differ from these estimates.
As of December 31, 2024, the Company had $340.8 million in debt outstanding due in 2029 and $30.0 million due in 2031. The Company was in compliance with its debt covenants, including limits on additional borrowings and maintenance of certain operating and financial ratios, at December 31, 2024.
As of December 31, 2025, the Company had $280.8 million in debt outstanding due in 2029 and $30.0 million due in 2031. The Company was in compliance with its debt covenants, including limits on additional borrowings and maintenance of certain operating and financial ratios, at December 31, 2025.
When performing a quantitative assessment of goodwill impairment if necessary, or in years where we elect to do so, a discounted cash flow model is used to estimate the fair value of each reporting unit, which considers forecasted cash flows discounted at an estimated weighted-average cost of capital.
When performing a quantitative assessment of goodwill impairment if necessary, or in years where we elect to do so, a discounted cash flow model and a market based approach are used to estimate the fair value of each reporting unit. The discounted cash flow model considers forecasted cash flows discounted at an estimated weighted-average cost of capital.
During 2024, 2023 and 2022, the Company financed its capital improvements and working capital requirements principally through internally generated funds. The Company contributed $5.1 million to its defined benefit pension plans in 2024 and expects to contribute up to $2.9 million to its defined benefit pension plan in 2025.
During 2025, 2024 and 2023, the Company financed its capital improvements and working capital requirements principally through internally generated funds. The Company contributed $2.7 million to its defined benefit pension plan in 2025 and expects to contribute up to $2.9 million to its defined benefit pension plan in 2026.
Maturities of long-term debt in the next five fiscal years, and the remaining years thereafter, are as follows: 2025 2026 2027 2028 2029 Thereafter Total $ 18,500 $ 23,125 $ 32,375 $ 37,000 $ 229,750 $ 30,000 $ 370,750 22 The Company was in compliance with its debt covenants, including limits on additional borrowings and maintenance of certain operating and financial ratios at December 31, 2024 and December 31, 2023.
Maturities of long-term debt in the next five fiscal years, and the remaining years thereafter, are as follows: 2026 2027 2028 2029 2030 Thereafter Total $ 23,125 $ 32,375 $ 37,000 $ 188,250 $ - $ 30,000 $ 310,750 The Company was in compliance with its debt covenants, including limits on additional borrowings and maintenance of certain operating and financial ratios at December 31, 2025 and December 31, 2024.
Goodwill relating to the National reporting unit is $13.6 million, or 1.6% of the Company’s December 31, 2024 total assets, and goodwill relating to the Fill-Rite reporting unit is $230.7 million, or 26.9% of the Company’s December 31, 2024 total assets. See Note 10 to the Consolidated Financial Statements, Goodwill and Other Intangible Assets.
Goodwill relating to the National reporting unit is $13.6 million, or 1.6% of the Company’s December 31, 2025 total assets, and goodwill relating to the Fill-Rite reporting unit is $230.7 million, or 26.8% of the 24 Table of Contents Company’s December 31, 2025 total assets. See Note 9 to the Consolidated Financial Statements, Goodwill and Other Intangible Assets.
Capital expenditures in 2024 were $14.3 million and consisted primarily of machinery and equipment and building improvements. Capital expenditures for 2025, which are expected to consist principally of machinery and equipment purchases, are estimated to be approximately $20.0 million and are expected to be financed through cash from operations.
Capital expenditures in 2025 were $17.4 million and consisted primarily of machinery and equipment and building improvements. Capital expenditures for 2026, which are expected to consist principally of machinery and equipment purchases, are estimated to be approximately $20.0 - $22.0 million and are expected to be financed through cash from operations.
Goodwill is adjusted for any changes to acquisition date fair value amounts made within the measurement period. Acquisition-related transaction costs are recognized separately from the business combination and expensed as incurred. See Note 2 to the Consolidated Financial Statements, Acquisitions.
Goodwill is adjusted for any changes to acquisition date fair value amounts made within the measurement period. Acquisition-related transaction costs are recognized separately from the business combination and expensed as incurred.
During 2024, net cash used for financing activities of $63.1 million consisted primarily of net payments on bank borrowings of $43.0 million and dividend payments of $19.0 million.
During 2024, net cash used for financing activities of $63.1 million consisted primarily of net payments on bank borrowings of $43.0 million and dividend payments of $19.0 million. During 2023, net cash used for financing activities of $54.5 million consisted primarily of net payments on bank borrowings of $34.5 million, dividend payments of $18.4 million.
Other expense for 2024 included a $4.4 million write-off of unamortized previously deferred debt financing fees and a $1.8 million prepayment fee related to the early retirement of the unsecured Subordinated Credit Facility.
Other expense for 2025 included non-cash pension settlement charges of $1.2 million. Other expense for 2024 included a $4.4 million write-off of unamortized previously deferred debt financing fees and a $1.8 million prepayment fee related to the early retirement of a subordinated credit facility.
The Company performed a quantitative impairment analysis as of October 1, 2024 for National and Fill-Rite reporting units and concluded that the fair value of each reporting unit exceeded its carrying value and therefore was not impaired.
The Company performed a quantitative impairment analysis as of October 1, 2025 for National and Fill-Rite reporting units and concluded that the fair value of each reporting unit exceeded its carrying value by approximately 22% and 6% respectively, and therefore were not impaired.
Cash and cash equivalents totaled $24.2 million at December 31, 2024. The Company had $98.9 million of borrowing capacity available under the revolving credit facility after deducting $1.1 million in outstanding letters of credit primarily related to customer orders. See Note 5 - Financing Arrangements in the Notes to our Consolidated Financial Statements.
Cash and cash equivalents totaled $35.1 million at December 31, 2025. The Company had $99.4 million of borrowing capacity available under the revolving credit facility after deducting $0.6 million in outstanding letters of credit primarily related to customer orders. See Note 4 - Financing Arrangements in the Notes to our Consolidated Financial Statements.
Rental expenses relating to these leases were $3.6 million in 2024, $2.8 million in 2023, and $1.4 million in 2022.
Rental expenses relating to these leases were $3.7 million in 2025, $3.6 million in 2024, and $2.8 million in 2023.
The decrease in interest expense was due to a series of debt refinancing transactions the Company completed on May 31, 2024 as well as a decrease in outstanding debt. In addition to reducing interest expense, the refinancing also extended and staggered the Company’s debt maturities.
The decrease in interest expense was due to a series of debt refinancing transactions the Company completed on May 31, 2024, as well as a decrease in outstanding debt.
The Company’s backlog of orders was $206.0 million at December 31, 2024 compared to $218.1 million at December 31, 2023, a decrease of 5.6%. Approximately 90% of the Company’s backlog of unfilled orders is scheduled to be shipped during 2025, with the remainder principally during the first half of 2026.
The Company’s backlog of orders was $244.0 million at December 31, 2025 compared to $206.0 million at December 31, 2024, an increase of 18.5%. Approximately 90% of the Company’s backlog of unfilled orders is scheduled to be shipped during 2026, with the remainder principally during the first half of 2027.
The fair value of these assets is determined using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows and profitability.
The fair value of these assets is determined using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows and profitability. For 2025 and 2024, the fair value of all indefinite lived intangible assets exceeded the respective carrying values.
For customer contracts with multiple performance obligations, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on standalone selling prices charged to customers or using expected cost plus margin. 23 The transaction price for a customer contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the Company’s performance obligation is satisfied.
A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. For customer contracts with multiple performance obligations, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on standalone selling prices charged to customers or using expected cost plus margin.
Adjusted earnings per share is earnings per share excluding non-cash pension settlement charges per share, one-time acquisition costs per share, amortization of step up in value of acquired inventories per share, amortization of customer backlog per share, write-off of unamortized previously deferred debt financing fees, and refinancing costs.
Adjusted earnings per share is earnings per share excluding the write-off of unamortized previously deferred debt financing fees per share, refinancing costs per share, facility optimization costs per share, non-cash pension settlement charges per share, and amortization of acquired customer backlog per share.
Adjusted earnings before interest, taxes, depreciation and amortization is net income (loss) excluding interest, taxes, depreciation and amortization, adjusted to exclude non-cash pension settlement charges, one-time acquisition costs, amortization of step up in value of acquired inventories, amortization of customer backlog, write-off of unamortized previously deferred debt financing fees, refinancing costs, and non-cash LIFO expense.
Adjusted EBITDA is net income (loss) excluding interest, taxes, depreciation and amortization, adjusted to exclude the write-off of unamortized previously deferred debt financing fees, refinancing costs, facility optimization costs, non-cash pension settlement charges, amortization of acquired customer backlog, and non-cash LIFO expense.
Adjusted earnings is earnings excluding non-cash pension settlement charges, one-time acquisition costs, amortization of step up in value of acquired inventories, amortization of customer backlog, write-off of unamortized previously deferred debt financing fees, and refinancing costs.
Adjusted earnings is earnings excluding the write-off of unamortized previously deferred debt financing fees, refinancing costs, facility optimization costs, non-cash pension settlement charges, and amortization of acquired customer backlog.
Adjusted earnings per share for 2024 were $1.75 per share compared to $1.37 per share for 2023. Adjusted earnings per share is a non-GAAP financial measure, please see “Non-GAAP Financial Information” below. The Company’s effective tax rate was 20.6% for 2024 compared to 20.5% for 2023.
Adjusted earnings per share for 2025 and 2024 were $2.14 and $1.75 per share, respectively. Adjusted earnings per share is a non-GAAP financial measure, please see "Non-GAAP Financial information" below. The Company’s effective tax rate was 23.3% for 2025 compared to 20.6% for 2024.
For 2024 and 2023, the fair value of all indefinite lived intangible assets exceeded the respective carrying values. 25 Finite-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recovered through future net cash flows generated by the assets.
Finite-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recovered through future net cash flows generated by the assets.
When interest rates are low, this subjects the Company to the risk of exceeding an actuarial threshold computed on an annual basis and triggering a GAAP-required non-cash pension settlement loss, which occurred in 2022.
When interest rates are low, this subjects the Company to the risk of exceeding an actuarial threshold computed on an annual basis and triggering a GAAP-required non-cash pension settlement loss, which occurred in 2025. The assumption used for the rate of increase in medical costs over the next five years was 5.0% in 2025 and 4.8% in 2024.
The following table summarizes the Company’s contractual obligations at December 31, 2024: Payment Due By Period Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Capital commitments $ 3,506 $ 3,161 $ 345 $ - $ - Leases 38,762 2,774 4,532 3,628 27,828 Total $ 42,268 $ 5,935 $ 4,877 $ 3,628 $ 27,828 Critical Accounting Policies The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States.
The following table summarizes the Company’s contractual obligations at December 31, 2025: Payment Due By Period Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Capital commitments $ 3,368 $ 2,331 $ 1,037 $ - $ - Leases 37,157 2,916 4,507 3,611 26,123 Total $ 40,525 $ 5,247 $ 5,544 $ 3,611 $ 26,123 Critical Accounting Policies The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States.
Financial Cash Flow Year Ended December 31, 2024 2023 2022 Beginning of period cash and cash equivalents $ 30,518 $ 6,783 $ 125,194 Net cash provided by operating activities 69,830 98,225 13,685 Net cash used for investing activities (11,866 ) (20,163 ) (545,673 ) Net cash received from (used for) financing activities (63,137 ) (54,527 ) 414,113 Effect of exchange rate changes on cash (1,132 ) 200 (536 ) Net increase (decrease) in cash and cash equivalents (6,305 ) 23,735 (118,411 ) End of period cash and cash equivalents $ 24,213 $ 30,518 $ 6,783 The decrease in cash provided by operating activities in 2024 compared to 2023 was primarily due to the timing of deferred revenue and customer deposits and accrued liabilities and expenses.
Financial Cash Flow 2025 2024 2023 Beginning of period cash and cash equivalents $ 24,213 $ 30,518 $ 6,783 Net cash provided by operating activities 106,228 69,830 98,225 Net cash used for investing activities (15,343 ) (11,866 ) (20,163 ) Net cash used for financing activities (80,858 ) (63,137 ) (54,527 ) Effect of exchange rate changes on cash 843 (1,132 ) 200 Net increase (decrease) in cash and cash equivalents 10,870 (6,305 ) 23,735 End of period cash and cash equivalents $ 35,083 $ 24,213 $ 30,518 The increase in cash provided by operating activities in 2025 compared to 2024 was primarily due to increased net income and an increase in operating liabilities.
Selling, General and Administrative (SG&A) Expenses 2024 2023 $ Change % Change Selling, general and administrative expenses $ 100,506 $ 96,660 $ 3,846 4.0 % % of Net sales 15.2 % 14.7 % SG&A expenses were $100.5 million and 15.2% of net sales in 2024 compared to $96.7 million and 14.7% of net sales in 2023.
Selling, General and Administrative (SG&A) Expenses 2025 2024 $ Change % Change Selling, general and administrative expenses $ 101,416 $ 100,506 $ 910 0.9 % % of Net sales 14.9 % 15.2 % Selling, general and administrative (“SG&A”) expenses were $101.4 million and 14.9% of net sales for 2025 compared to $100.5 million and 15.2% of net sales for the same period in 2024.
During 2024, the Company again paid increased dividends and thereby attained its 52nd consecutive year of increased dividends. These consecutive years of increases continue to position Gorman-Rupp in the top 50 of all U.S. public companies with respect to number of years of increased dividend payments. The regular dividend yield at December 31, 2024 was 1.9%.
These consecutive years of increases continue to position Gorman-Rupp in the top 50 of all U.S. public companies with respect to number of years of increased dividend payments. The Company currently expects to continue its exceptional history of paying regular quarterly dividends and increased annual dividends.
Other Income (Expense), net 2024 2023 $ Change % Change Other income (expense), net $ (7,329 ) $ (1,807 ) $ (5,522 ) (305.6% ) % of Net sales (1.1% ) (0.3% ) Other income (expense), net was $7.3 million of expense for 2024 compared to $1.8 million of expense in 2023.
Other Income (Expense), net 2025 2024 $ Change % Change Other income (expense), net $ (2,803 ) $ (7,329 ) $ 4,526 61.8 % % of Net sales (0.4 %) (1.1 %) Other income (expense), net was $2.8 million of expense for 2025 compared to $7.3 million of expense for the same period in 2024.
Net Income 2024 2023 $ Change % Change Income before income taxes $ 50,493 $ 43,961 $ 6,532 14.9 % % of Net sales 7.7 % 6.7 % Income taxes $ 10,378 $ 9,010 $ 1,368 15.2 % Effective tax rate 20.6 % 20.5 % Net income $ 40,115 $ 34,951 $ 5,164 14.8 % % of Net sales 6.1 % 5.3 % Earnings per share $ 1.53 $ 1.34 $ 0.19 14.2 % Adjusted earnings per share $ 1.75 $ 1.37 $ 0.38 27.7 % Net income was $40.1 million, or $1.53 per share, for 2024 compared to net income of $35.0 million, or $1.34 per share, for 2023.
Net Income 2025 2024 $ Change % Change Income before income taxes $ 69,164 $ 50,493 $ 18,671 37.0 % % of Net sales 10.1 % 7.7 % Income taxes $ 16,147 $ 10,378 $ 5,769 55.6 % Effective tax rate 23.3 % 20.6 % Net income $ 53,017 $ 40,115 $ 12,902 32.2 % % of Net sales 7.8 % 6.1 % Earnings per share $ 2.02 $ 1.53 $ 0.49 32.0 % Adjusted earnings per share $ 2.14 $ 1.75 $ 0.39 22.3 % Net income was $53.0 million, or $2.02 per share, for 2025, compared to net income of $40.1 million, or $1.53 per share, for 2024.
The forecasted cash flows are based on the Company’s long-term operating plan and the weighted-average cost of capital is an estimate of the overall after-tax rate of return. Other valuation techniques including comparative market multiples are used when appropriate.
The forecasted cash flows are based on the Company’s long-term operating plan and the weighted-average cost of capital is an estimate of the overall after-tax rate of return. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units.
Business combinations can also result in other intangible assets being recognized. Amortization of intangible assets, if applicable, occurs over their estimated useful lives.
Goodwill and Other Intangibles The Company accounts for goodwill in a purchase business combination as the excess of the cost over the fair value of net assets acquired. Business combinations can also result in other intangible assets being recognized. Amortization of intangible assets, if applicable, occurs over their estimated useful lives.
Interest Expense 2024 2023 $ Change % Change Interest Expense $ 33,621 $ 41,273 $ (7,652 ) (18.5% ) % of Net sales 5.1 % 6.3 % Interest expense was $33.6 million for 2024 compared to $41.3 million in 2023.
Interest Expense 2025 2024 $ Change % Change Interest Expense $ 23,396 $ 33,621 $ (10,225 ) (30.4 %) % of Net sales 3.4 % 5.1 % Interest expense was $23.4 million for 2025 compared to $33.6 million for the same period in 2024.
Cost of Products Sold and Gross Profit 2024 2023 $ Change % Change Cost of products sold $ 455,339 $ 463,258 $ (7,919 ) (1.7% ) % of Net sales 69.0 % 70.2 % Gross margin 31.0 % 29.8 % Gross profit was $204.3 million for 2024, resulting in gross margin of 31.0%, compared to gross profit of $196.3 million and gross margin of 29.8% in 2023.
Cost of Products Sold and Gross Profit 2025 2024 $ Change % Change Cost of products sold $ 473,242 $ 455,339 $ 17,903 3.9 % % of Net sales 69.4 % 69.0 % Gross margin 30.6 % 31.0 % Gross profit was $209.1 million for 2025, resulting in gross margin of 30.6%, compared to gross profit of $204.3 million and gross margin of 31.0% for the same period in 2024.
During 2023, net cash used for investing activities of $20.2 million consisted primarily of $20.8 million used for capital expenditures, largely related to machinery and equipment. During 2022, net cash used for investing activities of $545.7 million consisted primarily of $528.0 million for the acquisition of Fill-Rite and $18.0 million for capital expenditures, largely related to machinery and equipment.
During 2023, net cash used for investing activities of $20.2 million consisted primarily of $20.8 million used for capital expenditures, largely related to machinery and equipment. During 2025, net cash used for financing activities of $80.9 million consisted primarily of net payments on bank borrowings of $60.0 million and dividend payments of $19.6 million.
The discount rates used to value pension plan obligations were 5.3% at December 31, 2024 and 4.7% at December 31, 2023. The discount rates used to value postretirement obligations were 5.4% at December 31, 2024 and 4.9% at December 31, 2023.
The discount rates used to value pension plan obligations were 5.0% at December 31, 2025 and 5.3% at December 31, 2024. The discount rates used to value postretirement obligations were 5.1% at December 31, 2025 and 5.4% at December 31, 2024. The discount rates were determined based on the plan distinct projected cash flow and the Gallagher Regular yield curves.
The discount rates were determined by constructing a zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date. The expected rate of return on pension assets is designed to be a long-term assumption that will be subject to year-to-year variability. The rate for 2024 was 7.2% and for 2023 was 6.2%.
The expected rate of return on pension assets is designed to be a long-term assumption that will be subject to 23 Table of Contents year-to-year variability. The rate for 2025 was 6.5% and for 2024 was 7.2%.
The Company currently expects to continue its exceptional history of paying regular quarterly dividends and increased annual dividends. However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on our assessment of the Company’s financial condition and business outlook at the applicable time.
However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on our assessment of the Company’s financial condition and business outlook at the applicable time. Outlook As we begin 2026 our outlook remains positive. The 10% increase in incoming orders during 2025 increased our backlog to a healthy $244.0 million.
We expect our effective tax rate for 2025 to be between 20.0% and 22.0%. 20 Results of Operations Year ended December 31, 2023 compared to year ended December 31, 2022: Information pertaining to fiscal year 2022 was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 beginning on page 15 under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on March 8, 2023.
Results of Operations Year ended December 31, 2024 compared to year ended December 31, 2023: Information pertaining to fiscal year 2023 was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 beginning on page 15 under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 26, 2024. 19 Table of Contents Non-GAAP Financial Information: This discussion of Results of Operations includes certain non-GAAP financial data and measures such as adjusted earnings, adjusted earnings per share, and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).
SG&A expenses increased due to healthcare costs, as well as increased selling activity. 19 Operating Income 2024 2023 $ Change % Change Operating Income $ 91,443 $ 87,041 $ 4,402 5.1 % % of Net sales 13.9 % 13.2 % Operating income was $91.4 million for 2024, resulting in an operating margin of 13.9%, compared to operating income of $87.0 million and operating margin of 13.2% in 2023.
Operating Income 2025 2024 $ Change % Change Operating Income $ 95,363 $ 91,443 $ 3,920 4.3 % % of Net sales 14.0 % 13.9 % Operating income was $95.4 million for 2025, resulting in an operating margin of 14.0%, compared to operating income of $91.4 million and an operating margin of 13.9% for the same period in 2024.
Operating margin in 2024 increased 70 basis points compared to the same period in 2023 primarily due to improved cost of material, partially offset by increased labor, overhead, and SG&A expenses.
Operating income for 2025 included $3.0 18 Table of Contents million of facility optimization costs. The 10 basis point increase in operating margin compared to the same period in 2024 was driven by improved leverage on labor, overhead, and SG&A expenses partially offset by facility optimization costs.
Incoming orders for the year ending December 31, 2024, were $659.3 million, an increase of 6.8%, compared to 2023. On January 24, 2025, the Board of Directors authorized the payment of a quarterly dividend of $0.185 per share, representing the 300th consecutive quarterly dividend to be paid by the Company.
On January 22, 2026, the Board of Directors authorized the payment of a quarterly dividend of $0.19 per share, representing the 304 th consecutive quarterly dividend to be paid by the Company. During 2025, the Company again paid increased dividends and thereby attained its 53 rd consecutive year of increased dividends.
We remain focused on delivering long-term profitable growth. 18 Results of Operations Year ended December 31, 2024 compared to year ended December 31, 2023: Net Sales End Market 2024 2023 $ Change % Change Industrial $ 131,479 $ 136,978 $ (5,499 ) (4.0 %) Fire 121,418 143,551 (22,133 ) (15.4 %) Agriculture 82,224 83,053 (829 ) (1.0 %) Construction 85,149 86,996 (1,847 ) (2.1 %) Municipal 100,019 78,528 21,491 27.4 % Petroleum 24,188 23,168 1,020 4.4 % OEM 40,343 37,708 2,635 7.0 % Repair parts 74,847 69,529 5,318 7.6 % Total net sales $ 659,667 $ 659,511 $ 156 0.1 % Net sales for 2024 were $659.7 million compared to net sales of $659.5 million for 2023, an increase of 0.1% or $0.2 million.
Our strong cash flow positions us well to further reduce our debt and interest expense going forward. 17 Table of Contents Results of Operations Year ended December 31, 2025 compared to year ended December 31, 2024: Net Sales End Market 2025 2024 $ Change % Change Industrial $ 139,624 $ 131,479 $ 8,145 6.2 % Fire 128,070 121,418 6,652 5.5 % Agriculture 84,643 82,224 2,419 2.9 % Construction 75,727 85,149 (9,422 ) (11.1 %) Municipal 103,457 100,019 3,438 3.4 % Petroleum 25,653 24,188 1,465 6.1 % OEM 45,202 40,343 4,859 12.0 % Repair parts 80,013 74,847 5,166 6.9 % Total net sales $ 682,389 $ 659,667 $ 22,722 3.4 % Net sales for 2025 were $682.4 million compared to net sales of $659.7 million for 2024, an increase of 3.4% or $22.7 million.
Sales in 2024 also decreased $5.5 million in the industrial market and $1.8 million in the construction market, and $0.8 million in the agriculture market.
Net sales also increased $5.2 million in the repair market, $4.9 million in the OEM market, $3.4 million in the municipal market, $2.4 million in the agriculture market, and $1.5 million in the petroleum market.
Removed
Outlook Strong incoming orders in 2024 and a healthy backlog as of December 31, 2024 position us well to begin the new year. We remain well positioned to benefit from infrastructure spending and the strong demand for flood control and storm water management.
Added
During 2025, based on changes in the agriculture market over the last few years, we took steps intended to optimize our National Pump Company (NPC) footprint. We reduced the number of NPC operating facilities from six to three and expect this change to result in improved profitability by lowering our fixed operating costs with minimal impact on sales.
Removed
The increase in sales was due primarily to the impact of pricing increases taken in the first quarter of 2024.
Added
We have transitioned the NPC facility in Olive Branch, MS to our Patterson Pump Company operations to continue to support the growth we have seen in the fire, municipal and industrial markets. During 2025, we recognized $3.0 million in one-time facility optimization costs including inventory rationalization, severance, and facility costs.
Removed
Sales increased $21.5 million in the municipal market and $5.3 million in the repair market due to domestic flood control and wastewater projects related to increased infrastructure investment, $2.6 million in the OEM market primarily related to computer cooling, and $1.0 million in the petroleum market primarily driven by increased international refueling applications.
Added
We expect these changes will result in annualized savings between $2.0 million and $2.5 million in payroll, payroll related, and facility costs. We do not expect future facility optimization costs to be material. Incoming orders for the year ending December 31, 2025, were $728.4 million, an increase of 10.5%, compared to 2024.
Removed
Offsetting these increases was a decrease of $22.1 million in the fire suppression market primarily resulting from backlog returning to more normal levels.
Added
We expect our municipal market to continue to benefit from infrastructure spending, including strong demand for flood control and storm water management, and expect a number of our markets to continue to benefit from increased demand related to data center construction.
Removed
Fire suppression sales in 2023 were up significantly compared to 2022 as the Company was working to return backlog and lead times to normal levels, which resulted in higher 2023 sales and a tougher year-over-year comparison for 2024. Fire suppression incoming orders for 2024 were up 1.5% when compared to 2023.
Added
Sales increased in the majority of our markets, including sales increases of $8.1 million in the industrial market and $6.6 million in the fire suppression market due in part to increased demand related to data centers.
Removed
The 120 basis point increase in gross margin included a 200 basis point improvement in cost of material, which consisted of a reduction in LIFO expense of 30 basis points, a favorable impact of 20 basis points related to the amortization of acquired Fill-Rite customer backlog which occurred in 2023 and did not reoccur in 2024, and a 150 basis point improvement from the realization of selling price increases.
Added
Offsetting these increases was a decrease of $9.4 million in the construction market due to a general slowdown in construction activity, including sales into the rental market.
Removed
These improvements were partially offset by an 80 basis point increase in labor and overhead expenses as a percent of sales driven by increased healthcare costs.
Added
Gross profit for 2025 included $2.7 million of one-time facility optimization costs. The 40 basis point decrease in gross margin was the result of one-time facility optimization costs recognized in the third quarter of 2025.
Removed
SG&A expenses for 2024 included $1.3 million of refinancing transaction costs and a $1.1 million gain on the sale of a fixed asset.
Added
The increase in the rate was driven by changes in U.S. tax regulations passed under the One Big Beautiful Bill Act. The updated tax regulations accelerated temporary tax benefits that reduced our foreign tax benefits and made them permanent, thus increasing our effective tax rate. We expect our effective tax rate for 2026 to be between 21.0% and 23.0%.
Removed
The Company upsized, amended, and extended the existing Senior Term Loan Facility from $350.0 million to $370.0 million, amended and extended the existing $100.0 million revolving Credit Facility, and issued $30.0 million in new 6.40% Senior Secured Notes.
Added
During 2025, net cash used for investing activities of $15.3 million consisted primarily of $17.4 million used for capital expenditures, largely related to machinery and equipment, partially offset by $1.8 million of proceeds from the sale of 21 Table of Contents property plant and equipment.
Removed
The proceeds from these transactions, as well as $10.0 million of cash on hand, were used to retire the Company’s $90.0 million unsecured Subordinated Credit Facility.
Added
The transaction price for a customer contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the Company’s performance obligation is satisfied.
Removed
Non-GAAP Financial Information: This discussion of Results of Operations includes certain non-GAAP financial data and measures such as adjusted earnings, adjusted earnings per share, and adjusted earnings before interest, taxes, depreciation and amortization.
Added
The market based approach considers market multiples of corporations engaged in the same or similar line of business.
Removed
During 2023, net cash used for financing activities of $54.5 million consisted primarily of net payments on bank borrowings of $34.5 million, dividend payments of $18.4 million and $1.0 million of payments in the surrender of common shares to cover taxes upon the vesting of stock awards.
Removed
During 2022, net cash received from financing activities of $414.1 million consisted primarily of proceeds from the Senior Secured Term Loan Facility of $350.0 million, $90.0 million from the unsecured Subordinated Credit Facility, and $17.0 million from the revolving Credit Facility.
Removed
Partially offsetting these proceeds were debt issuance fees paid of $15.2 million, dividend payments of $17.9 million, payments on borrowings of $8.9 million and share repurchases of $0.9 million during 2022.
Removed
A performance obligation is a promise in a contract to transfer a distinct good or service to a customer.

2 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added1 removed4 unchanged
Biggest changeSee Note 5 - Financing Arrangements in the notes to our Consolidated Financial Statements. 26 To reduce the exposure to changes in the market rate of interest, effective October 31, 2022, the Company entered into interest rate swap agreements for a portion of the Senior Term Loan Facility.
Biggest changeTo reduce the exposure to changes in the market rate of interest, effective October 31, 2022, the Company entered into interest rate swap agreements for a portion of the Senior Term Loan Facility. Terms of the interest rate swap agreements require the Company to receive a fixed interest rate and pay a variable interest rate.
See “Derivative Financial Instruments” and “Interest Rate Derivatives” in the Notes to our Consolidated Financial Statements. The Company estimates that a hypothetical increase of 100 basis points in interest rates would increase interest expense by approximately $1.9 million on an annual basis.
See “Derivative Financial Instruments” and “Interest Rate Derivatives” in the Notes to our Consolidated Financial Statements . The Company estimates that a hypothetical increase of 100 basis points in interest rates would increase interest expense by approximately $1.5 million on an annual basis.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Exposure to foreign exchange rate risk is due to certain costs and revenue being denominated in currencies other than one of the Company’s subsidiaries functional currency.
ITEM 7A. QUANTITATIVE AND QUA LITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Exposure to foreign exchange rate risk is due to certain costs and revenue being denominated in currencies other than one of the Company’s subsidiaries functional currency.
These financial instruments are used to mitigate market exposure and are not used for trading or speculative purposes. Interest Rate Risk The results of operations are exposed to changes in interest rates primarily with respect to borrowings under the Company’s Senior Term Loan Facility and Credit Facility.
These financial instruments are used to mitigate market exposure and are not used for trading or speculative purposes. 25 Table of Contents Interest Rate Risk The results of operations are exposed to changes in interest rates primarily with respect to borrowings under the Company’s Senior Term Loan Facility and Credit Facility.
The foreign currency transaction gains (losses) for 2024, 2023 and 2022 were $(0.4) million, $(0.4) million and $0.2 million, respectively, and are reported within Other (expense) income, net on the Consolidated Statements of Income.
The foreign currency transaction gains (losses) for 2025, 2024 and 2023 were $(0.3) million, $(0.4) million and $(0.4) million, respectively, and are reported within Other (expense) income, net on the Consolidated Statements of Income.
At December 31, 2024, the Company had $340.8 million in borrowings under the Senior Term Loan Facility and no borrowings under the Credit Facility. As of December 31, 2024, the applicable interest rates under the Senior Secured Credit Agreement were Adjusted Term SOFR plus 2.0%.
At December 31, 2025, the Company had $280.8 million in borrowings under the Senior Term Loan Facility and no borrowings under the Credit Facility. As of December 31, 2025, the applicable interest rates under the Senior Secured Credit Agreement were Adjusted Term SOFR plus 2.0%. See Note 4 - Financing Arrangements in the notes to our Consolidated Financial Statements.
Removed
Terms of the interest rate swap agreements require the Company to receive a fixed interest rate and pay a variable interest rate.

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