Franklin Electric Co. Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Metal Fabrications
Consumer Discretionary
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
(Exact name of registrant as specified in its charter)
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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 | ||||||||
| 10.2 | ||||||||
| 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) | |||||||||||