8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2023

BRADY CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number 1-14959

6555 West Good Hope Road

Milwaukee, Wisconsin 53223

(Address of principal executive offices and Zip Code)

(414) 358-6600

(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 or the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On February 24, 2023, Brady Corporation (the “Company”) issued a press release providing recast historical financial data for fiscal 2021, 2022 and the first two quarters of fiscal 2023 for its new operating segments announced on December 1, 2022. Beginning in the third quarter of fiscal 2023, the Company will report sales and segment profit based on the following two operating segments: Americas & Asia and Europe & Australia.

Exhibit 99.1 provides recast segment information under the new structure for fiscal years 2021, 2022 and the first two quarters of fiscal 2023. The recast financial information contained in Exhibit 99.1 does not represent a restatement or reissuance of previously issued financial statements.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

EXHIBIT 99.1

For More Information:

Investor contact: Ann Thornton 414-438-6887

Media contact: Kate Venne 414-358-5176

Brady Corporation Provides Recast Historical Data for new Operating Segments

MILWAUKEE (February 24, 2023) -- Brady Corporation (NYSE: BRC) (“Brady” or “Company”) is providing recast historical financial data for fiscal 2021, 2022 and the first two quarters of fiscal 2023 for its new operating segments announced on December 1, 2022, which are effective in the Company’s third quarter of fiscal 2023.

The Company has recast its historical financial data to disclose sales and segment profit for its two new operating segments: Americas & Asia and Europe & Australia. This change to a regional operating structure will allow the Company to further integrate its businesses, support continued growth through the application of its best go-to-market strategies in key geographies, facilitate new product development in its recent acquisitions and further simplify its global business. The Company expects that the change to a regional structure will result in an improvement of approximately $0.10 to $0.20 of Earnings per diluted Class A Common Share beginning primarily in fiscal 2024. One-time charges resulting from employee severance are expected to be largely offset by reduced costs in fiscal 2023.

The following tables provide recast segment sales, segment profit, and sales growth data by quarter for fiscal years 2021, 2022 and the first two quarters of fiscal 2023. This recast does not represent a restatement of previously issued financial statements and does not affect the Company’s reported net income, earnings per share, total assets or stockholders’ equity for any of the previously reported periods.

Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect people, products and places. Brady’s products help customers increase safety, security, productivity and performance and include high-performance labels, signs, safety devices, printing systems and software. Founded in 1914, the Company has a diverse customer base in electronics, telecommunications, manufacturing, electrical, construction, medical, aerospace and a variety of other industries. Brady is headquartered in Milwaukee, Wisconsin and as of July 31, 2022, employed approximately 5,700 people in its worldwide businesses. Brady’s fiscal 2022 sales were approximately $1.30 billion. Brady stock trades on the New York Stock Exchange under the symbol BRC. More information is available on the Internet at www.bradyid.com.

In this news release, statements that are not reported financial results or other historic information are “forward-looking statements.” These forward-looking statements relate to, among other things, the Company's future financial position, business strategy, targets, projected sales, costs, income, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations.

The use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project,” “plan” or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements by their nature address matters that are, to different degrees, uncertain and are subject to risks, assumptions, and other factors, some of which are beyond Brady’s control, that could cause actual results to differ materially from those expressed or implied by such

forward-looking statements. For Brady, uncertainties arise from: increased cost of raw materials, labor and freight as well as raw material shortages and supply chain disruptions; decreased demand for our products; our ability to compete effectively or to successfully execute our strategy; our ability to develop technologically advanced products that meet customer demands; Brady’s ability to identify, integrate, and grow acquired companies, and to manage contingent liabilities from divested businesses; adverse impacts of the novel coronavirus (“COVID-19”) pandemic or other pandemics; difficulties in protecting our websites, networks, and systems against security breaches; risks associated with the loss of key employees; extensive regulations by U.S. and non-U.S. governmental and self-regulatory entities; litigation, including product liability claims; foreign currency fluctuations; potential write-offs of goodwill and other intangible assets; changes in tax legislation and tax rates; differing interests of voting and non-voting shareholders; numerous other matters of national, regional and global scale, including major public health crises and government responses thereto and those of a political, economic, business, competitive, and regulatory nature contained from time to time in Brady’s U.S. Securities and Exchange Commission filings, including, but not limited to, those factors listed in the “Risk Factors” section within Item 1A of Part I of Brady’s Form 10-K for the year ended July 31, 2022.

These uncertainties may cause Brady's actual future results to be materially different than those expressed in its forward-looking statements. Brady does not undertake to update its forward-looking statements except as required by law.

BRADY CORPORATION AND SUBSIDIARIES

SEGMENT INFORMATION

(Unaudited; Dollars in thousands)

The following table represents segment sales, sales growth information, and segment profit for the three and six months ended January 31, 2023 and 2022 recast to reflect the Company's regional operating structure effective February 1, 2023.

BRADY CORPORATION AND SUBSIDIARIES

SEGMENT INFORMATION

(Unaudited; Dollars in thousands)

The following table provides recast segment sales, sales growth information, and segment profit for each of the quarters in the six-month period ended January 31, 2023, and for the fiscal years ended July 31, 2022 and 2021. This recast does not represent a restatement of previously issued financial statements and does not affect the Company's reported net income, earnings per share, total assets or shareholders' equity for any of the previously reported periods.