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): June 9, 2025

FRANKLIN ELECTRIC CO., INC.

(Exact name of registrant as specified in its charter)

(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:

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

Emerging growth company ☐

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

Item 1.01. Entry into Material Definitive Agreement

On June 9, 2025, Franklin Electric Co., Inc. (the “Company”) entered into a Share Repurchase Agreement (the “Repurchase Agreement”) with the trustees of Patricia Schaefer Settlement Trust, a significant shareholder of the Company. Under the terms of the Repurchase Agreement, the Company agreed to repurchase 1,200,000 shares of its common stock, par value $0.10 per share, from the shareholder in a privately negotiated transaction.

The acquisition of shares under the Repurchase Agreement closed on June 13, 2025 (the “Closing Date”). The purchase price per share was $86.78, equal to the volume-weighted average price (VWAP) of the Company’s common stock on NASDAQ for the five (5) trading days immediately preceding the Closing Date.

The Repurchase Agreement contains customary representations, warranties, and covenants.

Item 8.01 Other Events

On June 9, 2025, the Board of Directors of the Company approved an increase to the Company’s existing share repurchase authorization. As a result of the increase, and after the completion of the transaction described above, the Company is authorized to repurchase up to 1,126,635 shares of its common stock. Repurchases may be made from time to time in the open market, through privately negotiated transactions, or by other means, subject to market conditions and other factors.

This filing does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Item 9.01. Financial Statements and Exhibits

(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.

FRANKLIN ELECTRIC CO., INC.

(Registrant)

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Russ Fleeger

Franklin Electric Co., Inc.

260.824.2900

Franklin Electric Announces Repurchase of Company Shares

Fort Wayne, IN – June 13, 2025 – Franklin Electric Co., Inc. (NASDAQ: FELE) is pleased to announce the successful completion of a stock purchase transaction involving shares held within the Patricia Schaefer Settlement Trust, a trust established by the late Patricia Schaefer. The purchase transaction involved the acquisition of 1,200,000 shares of the Company’s common stock at a price equal to $86.78 per share, which was the volume-weighted average price of the stock on NASDAQ for the five trading days preceding today’s closing.

Joe Ruzynski, Chief Executive Officer of Franklin Electric, commented on the transaction, stating, “We were saddened to learn of the passing of Patricia Schaefer, a pillar of her community and the daughter of our founder. As we had the option to repurchase shares, we were pleased to be able to provide a source of liquidity for Ms. Schaefer’s estate to satisfy its tax obligations. This purchase also reflects our confidence in Franklin Electric's strong balance sheet, cash flow generation, our strategic plans, and our future. We are proud to demonstrate our belief in the company's enduring prospects while simultaneously supporting the needs of the Schaefer estate.”

In connection with the purchase transaction, the Company’s Board of Directors approved an increase to the Company’s share repurchase authorization of 1,200,000 shares of common stock, such that after the transaction described herein, the Company will continue to be authorized to repurchase up to an aggregate 1,126,635 shares of its common stock.

About Franklin Electric

Franklin Electric is a global leader in the production and marketing of systems and components for the movement of water and energy. Recognized as a technical leader in its products and services, Franklin Electric serves customers worldwide in residential, commercial, agricultural, industrial, municipal, and fueling applications. Franklin Electric is proud to be recognized in Newsweek’s lists of America’s Most Responsible Companies 2024, Most Trustworthy Companies 2024, and Greenest Companies 2025; Best Places to Work in Indiana 2024; and America’s Climate Leaders 2024 by USA Today.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including those relating to market conditions or the Company’s financial results, costs, expenses or expense reductions, profit margins, inventory levels, foreign currency translation rates, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company’s business and industry, weather conditions, new housing starts, market demand, competitive factors, changes in distribution channels, supply constraints, effect of price increases, raw material costs, technology factors, integration of acquisitions, litigation, government and regulatory actions, the Company’s accounting policies, future trends, epidemics and pandemics, and other risks which are detailed in the Company’s Securities and Exchange Commission filings, included in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024, Exhibit 99.1 attached thereto and in Item 1A of Part II of the Company’s Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.