8-K
FRANKLIN ELECTRIC CO INC (FELE)
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): September 26, 2025
FRANKLIN ELECTRIC CO., INC.
(Exact name of registrant as specified in its charter)
| Indiana | 0-362 | 35-0827455 | ||||
|---|---|---|---|---|---|---|
| (State of incorporation) | (Commission File Number) | (IRS employer identification no.) | 9255 Coverdale Road | |||
| --- | --- | --- | ||||
| Fort Wayne, | Indiana | 46809 | ||||
| (Address of principal executive offices) | (Zip code) |
(260) 824-2900
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.10 par value | FELE | NASDAQ Global Select Market |
|---|---|---|
| (Title of each class) | (Trading symbol) | (Name of each exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in a Form 8-K filed by Franklin Electric Co., Inc. on May 15, 2024, (the “May 8-K”), Franklin Electric Co., Inc. ("the Company”), and Franklin Electric B.V., a Netherlands private company with limited liability (“Franklin B.V”, and together with the Company, collectively, the “Borrowers”), entered into two Private Shelf Agreements (the “Private Shelf Agreements”) with the purchasers named therein (the “Purchasers”). On September 26, 2025, pursuant to the Private Shelf Agreements, the Company agreed to issue and the Purchasers agreed to purchase $125 million aggregate principal amount of the Company’s 5.01% Senior Notes due September 26, 2032, consisting of $75 million aggregate principal amount and $50 million aggregate principal amount (collectively, the “Notes”).
In accordance with the Notes, the Company issued the Notes on September 26, 2025 and anticipates using the proceeds received from the issuance of the Notes refinancing existing indebtedness and financing working capital.
This Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any Notes. The Notes will not be and have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirement.
The description above is only a summary of the material provisions of the Notes and is qualified in its entirety by reference to the copy of the Notes which are filed as Exhibit Numbers 10.1 and 10.2 to this current report on Form 8-K and is incorporated herein by reference thereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure in response to Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number | Description |
|---|---|
| 10.1 | Confirmation of Acceptance in reference to theAmended and Restated Note Purchase and Private Shelf Agreement, dated September 22, 2025, by and among Franklin Electric Co., Inc., Franklin Electric B.V., NYL Investors LLC , and the purchasers named therein (filed herewith) |
| 10.2 | Confirmation of Acceptance in reference to the Fourth Amended and Restated Note Purchase and Private Shelf Agreement, dated September 22, 2025, by and among Franklin Electric Co., Inc., Franklin Electric B.V., Prudential Insurance Company, and the purchasers named therein (filed herewith) |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
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.
FRANKLIN ELECTRIC CO., INC.
(Registrant)
| Date: October 2, 2025 | By | /s/ Jennifer A. Wolfenbarger |
|---|---|---|
| Jennifer A. Wolfenbarger | ||
| Vice President, Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Document
EXHIBIT 10.1
CONFIRMATION OF ACCEPTANCE
FRANKLIN ELECTRIC CO., INC.
Reference is made to the Amended and Restated Note Purchase and Private Shelf Agreement (the
“Agreement”), dated as of July 30, 2021 among Franklin Electric Co., Inc., an Indiana corporation, and Franklin Electric B.V., a Netherlands private company with limited liability, on the one hand, and NYL Investors LLC, the Purchasers and each New York Life Affiliate which becomes party thereto, on the other hand. All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement.
The New York Life Affiliate which is named below as a Purchaser of Notes hereby makes the representations as to such Notes set forth in Section 6 of the Agreement, and agrees to be bound by the Agreement.
Pursuant to Section 2.7 of the Agreement, an Acceptance with respect to the following Accepted Notes is hereby confirmed:
1.Accepted Notes: Aggregate principal amount $75,000,000.00
A. a. Name of Purchaser: New York Life Insurance Company
b.Name of Issuer: Franklin Electric Co., Inc.
c.Principal amount: $11,700,000.00
d.Final maturity date: September 26, 2032
e.Principal prepayment dates and amounts: Entire principal amount payable at final maturity
f.Interest rate: 5.01%
g.Interest payment period: Semi-Annual, March 26 & September 26, of each year, commencing March 26, 2026
h.Payment and notice instructions: As set forth on attached Purchaser Schedule
i.Applicable Currency: Dollars
B. a. Name of Purchaser: New York Life Insurance and Annuity Corporation
b.Name of Issuer: Franklin Electric Co., Inc.
c.Principal amount: $59,500,000.00
d.Final maturity date: September 26, 2032
e.Principal prepayment dates and amounts: Entire principal amount payable at final maturity
f.Interest rate: 5.01%
g.Interest payment period: Semi-Annual, March 26 & September 26, of each year, commencing March 26, 2026
h.Payment and notice instructions: As set forth on attached Purchaser Schedule
i.Applicable Currency: Dollars
C.a. Name of Purchaser: New York Life Insurance and Annuity Corporation
Institutionally Owned Life Insurance Separate Account (BOLI 30D)
b.Name of Issuer: Franklin Electric Co., Inc.
c.Principal amount: $200,000.00
d.Final maturity date: September 26, 2032
e.Principal prepayment dates and amounts: Entire principal amount payable at final maturity
f.Interest rate: 5.01%
g.Interest payment period: Semi-Annual, March 26 & September 26, of each year, commencing March 26, 2026
h.Payment and notice instructions: As set forth on attached Purchaser Schedule
i.Applicable Currency: Dollars
D.a. Name of Purchaser: CUDD & CO. LLC (as nominee for Life Insurance Company
of North America)
b.Name of Issuer: Franklin Electric Co., Inc.
c.Principal amount: $3,400,000.00
d.Final maturity date: September 26, 2032
e.Principal prepayment dates and amounts: Entire principal amount payable at final maturity
f.Interest rate: 5.01%
g.Interest payment period: Semi-Annual, March 26 & September 26, of each year, commencing March 26, 2026
h.Payment and notice instructions: As set forth on attached Purchaser Schedule
i.Applicable Currency: Dollars
E.a. Name of Purchaser: CUDD & CO. LLC (as nominee for New York Life Group
Insurance Company of NY)
b.Name of Issuer: Franklin Electric Co., Inc.
c.Principal amount: $100,000.00
d.Final maturity date: September 26, 2032
e.Principal prepayment dates and amounts: Entire principal amount payable at final maturity
f.Interest rate: 5.01%
g.Interest payment period: Semi-Annual, March 26 & September 26, of each year, commencing March 26, 2026
h.Payment and notice instructions: As set forth on attached Purchaser Schedule
i.Applicable Currency: Dollars
F.a. Name of Purchaser: Hare & Co., LLC (as nominee for the NYL Reinsurance Trust)
b.Name of Issuer: Franklin Electric Co., Inc.
c.Principal amount: $100,000.00
d.Final maturity date: September 26, 2032
e.Principal prepayment dates and amounts: Entire principal amount payable at final maturity
f.Interest rate: 5.01%
g.Interest payment period: Semi-Annual, March 26 & September 26, of each year, commencing March 26, 2026
h.Payment and notice instructions: As set forth on attached Purchaser Schedule
i.Applicable Currency: Dollars
2.Closing Date: September 26, 2025
Dated: September 22, 2025
FRANKLIN ELECTRIC CO., INC.
By /s/ Jonathan Grandon
Name: Jonathan Grandon
Title: Secretary
[Signature Page to the Confirmation of Acceptance]
THE BANK OF NEW YORK MELLON, A
BANKING CORPORATION ORGANIZED
UNDER THE LAWS OF NEW YORK, NOT IN ITS
INDIVIDUAL CAPACITY BUT SOLELY AS
TRUSTEE UNDER THAT CERTAIN TRUST
AGREEMENT DATED AS OF JULY 1ST, 2015
BETWEEN NEW YORK LIFE INSURANCE
COMPANY, AS GRANTOR, JOHN HANCOCK
LIFE INSURANCE COMPANY (U.S.A.), AS
BENEFICIARY, JOHN HANCOCK LIFE
INSURANCE COMPANY OF NEW YORK, AS
BENEFICIARY, AND THE BANK OF NEW
YORK MELLON, AS TRUSTEE
By: NEW YORK LIFE INSURANCE
COMPANY, its attorney-in-fact
By: NYL INVESTORS LLC, its Investment Manager
By: /s/ Andrew Donner
Name: Andrew Donner
Title: Managing Director
LIFE INSURANCE COMPANY OF NORTH
AMERICA
By: NYL INVESTORS LLC, its Investment
Manager
By: /s/ Andrew Donner
Name: Andrew Donner
Title: Managing Director
NEW YORK LIFE GROUP INSURANCE
COMPANY OF NY
By: NYL INVESTORS LLC, its Investment
Manager
By: /s/ Andrew Donner
Name: Andrew Donner
Title: Managing Director
[Signature Page to the Confirmation of Acceptance]
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION INSTITUTIONALLY
OWNED LIFE INSURANCE SEPARATE
ACCOUNT (BOLI 30D)
By: NYL INVESTORS LLC, its Investment
Manager
By: /s/ Andrew Donner
Name: Andrew Donner
Title: Managing Director
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By: NYL INVESTORS LLC, its Investment
Manager
By: /s/ Andrew Donner
Name: Andrew Donner
Title: Managing Director
NEW YORK LIFE INSURANCE COMPANY
By: NYL INVESTORS LLC, its Investment
Manager
By: /s/ Andrew Donner
Name: Andrew Donner
Title: Managing Director
[Signature Page to the Confirmation of Acceptance]
Document
EXHIBIT 10.2
CONFIRMATION OF ACCEPTANCE
FRANKLIN ELECTRIC CO., INC.
Reference is made to the Fourth Amended and Restated Note Purchase and Private Shelf Agreement (the “Agreement”), dated as of July 30, 2021 between Franklin Electric Co., Inc. (the “Company”), Franklin Electric B.V. and PGIM, Inc., and each other Prudential Affiliate which becomes a party thereto. All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement.
Prudential or the Prudential Affiliate which is named below as a Purchaser of Notes hereby confirms the representations as to such Notes set forth in paragraph 9 of the Agreement, and agrees to be bound by the provisions of paragraphs 2A(5) and 2A(7) of the Agreement relating to the purchase and sale of such Notes.
Pursuant to paragraph 2A(5) of the Agreement, an Acceptance with respect to the following Accepted Notes is hereby confirmed:
1.Accepted Notes: Aggregate principal amount $50,000,000.00
A. a. Name of Purchaser: Lotus Reinsurance Company Ltd.
b.Name of Issuer: Franklin Electric Co., Inc.
c.Principal amount: $26,300,000.00
d.Designated Currency: Dollars
e.Final maturity date: September 26, 2032
f.Principal prepayment dates and amounts: Entire principal amount payable at final maturity
g.Interest rate: 5.01%
h.Interest payment period: Semi-Annual, March 26 & September 26, of each year, commencing March 26, 2026
i.Payment and notice instructions: As set forth on attached Purchaser Schedule
B. a. Name of Purchaser: Prudential Arizona Reinsurance Captive Company
b.Name of Issuer: Franklin Electric Co., Inc.
c.Principal amount: $16,500,000.00
d.Designated Currency: Dollars
e.Final maturity date: September 26, 2032
f.Principal prepayment dates and amounts: Entire principal amount payable at final maturity
g.Interest rate: 5.01%
h.Interest payment period: Semi-Annual, March 26 & September 26, of each year, commencing March 26, 2026
i.Payment and notice instructions: As set forth on attached Purchaser Schedule
C.a. Name of Purchaser: The Prudential Gibraltar Financial Life Insurance Co., Ltd.
b.Name of Issuer: Franklin Electric Co., Inc.
c.Principal amount: $7,200,000.00
d.Designated Currency: Dollars
e.Final maturity date: September 26, 2032
f.Principal prepayment dates and amounts: Entire principal amount payable at final maturity
g.Interest rate: 5.01%
h.Interest payment period: Semi-Annual, March 26 & September 26, of each year, commencing March 26, 2026
i.Payment and notice instructions: As set forth on attached Purchaser Schedule
2.Closing Date: September 26, 2025
Dated: September 22, 2025
FRANKLIN ELECTRIC CO., INC.
By /s/ Jonathan Grandon
Name: Jonathan Grandon
Title: Secretary
[Signature Page to the Confirmation of Acceptance]
PGIM, INC.
By: /s/ David Quackenbush
Name: David Quackenbush
Title: Vice President
PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY
By: PGIM, Inc. (as Investment Manager)
By: /s/ David Quackenbush
Name: David Quackenbush
Title: Vice President
LOTUS REINSURANCE COMPANY LTD.
By: PGIM, Inc. (as Investment Manager)
By: /s/ David Quackenbush
Name: David Quackenbush
Title: Vice President
THE PRUDENTIAL GIBRALTAR FINANCIAL LIFE INSURANCE CO., LTD.
By: PGIM Japan Co., Ltd. (as Investment Manager)
By: PGIM, Inc. (as Sub-advisor)
By: /s/ David Quackenbush
Name: David Quackenbush
Title: Vice President
[Signature Page to the Confirmation of Acceptance]