FRANKLIN ELECTRIC CO INC

3. ACQUISITIONS

Cat Pumps

In September 2026, the Company acquired 100 percent of the ownership interests of Cat Pumps Corporation (“Cat Pumps”), a leading provider of high-pressure, positive displacement pumps based in Minnesota, from its shareholders for total consideration of $351.1 million. In connection with the acquisition, the Company made an additional payment of $30.0 million that is accounted for as a separate transaction from the acquisition. This acquisition adds complementary high-pressure technology, an industry-leading brand, and exposure to growing commercial and industrial end markets in high uptime applications. Following the acquisition, the results of Cat Pumps are reported within the Company’s Energy Systems segment.

The consideration transferred for the acquisition consisted of the following:

1. An aggregate, upfront cash payment in the amount of approximately $331.6 million, subject to adjustment under the share purchase agreement; and

2. Performance-based restricted stock units (“PRSUs”) that were determined to have an acquisition date fair value of $19.5 million.

The PRSU’s have an aggregate target value of $25.0 million. The final settlement of the PRSUs will be subject to Cat Pumps achieving targeted threshold gross profit amounts during a measurement period beginning on January 1, 2028 and ending on December 31, 2028, with a payout range of 0 percent to 200 percent of the aggregate target value. Earned awards will be settled in shares of the Company’s common stock following the determination of results after the measurement period. The PRSU’s are classified as liability awards and are recorded in the “Other long-term liabilities” line of the Company’s condensed consolidated balance sheet.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2026. The Company has not identified any material contingent assets or contingent liabilities as part of the acquisition other than the PRSU’s as part of the purchase consideration described above.

As a result, the Company recorded preliminary estimates for the fair value of contingent consideration, assets acquired, and liabilities assumed as of the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the fair value of intangible assets, goodwill and income taxes among other items. The completion of the valuation will occur no later than one year from the acquisition date. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date:

The Company allocated $115.0 million of the total consideration to customer relationships with a useful life of 12 years and $30.0 million to trade names with an indefinite useful life. The fair values of the intangible assets were determined using the income approach. The Company considers the fair value of the intangible assets to be Level 3 measurements due to the significant estimates and assumptions used by management in establishing the estimated fair values.

The goodwill, which is not deductible for tax purposes, includes the value of an assembled workforce, potential future technologies as well as the overall strategic benefits provided to the Company’s product portfolio and is included in the Energy segment.

The results of operations of the acquired business have been included in the Company’s consolidated statement of income since the date the business was acquired. The Cat Pumps acquisition contributed $7.7 million of net sales and $2.3 million of net loss for the three months ended September 30, 2026.

The following table presents the supplemental consolidated results of the Company for thethird quarters andnine months ended September 30, 2026 and September 30, 2025 on an unaudited pro-forma basis as if the acquisition had been consummated on January 1, 2025.

The primary adjustments reflected in the pro-forma results related to (1) increase in interest expense for debt used to fund the acquisition, (2) removal of $3.9 million for acquisition-related costs from 2026 which are recorded in Selling, general, and administrative expenses, and (3) changes related to purchase accounting primarily related to amortization of intangibles, fixed assets, and fair value of inventory acquired. The unaudited pro forma financial information presented below does not purport to represent the actual results of operations that the Company and Cat Pumps would have achieved had the companies been combined during the periods presented and was not intended to project the future results of operations that the combined company could achieve after the acquisition. The unaudited pro forma financial information does not reflect any potential cost savings, operating efficiencies, long-term debt pay down estimates, financial synergies, or other strategic benefits as a result of the acquisition or any restructuring costs to achieve those benefits.

The related payment of $30.0 million was accounted for as an operating cash outflow and related to an amendment of an existing supplier contract. The Company capitalized $29.3 million of the payment as a contract asset which is recorded in other assets to be amortized as "Cost of Sales" over seven years. The remaining $0.7 million was expensed during the three months ended September 30, 2026 related to the fair value using the income approach of terminating a pre-existing obligation of Cat Pumps which is recorded in "Selling, general, and administrative expenses".

Maynard's

In July 2026, the Company acquired substantially all of the assets of Maynard's Water Conditioning ("Maynard's") for a purchase price of $13.0 million, after purchase price adjustments based on the level of working capital acquired. Maynard's is a retail store in Michigan.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2026. As a result, the Company recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of intangible assets and goodwill among other items. The completion of the valuation will occur no later than one year from the acquisition date. The purchase price was primarily allocated to goodwill and other intangible assets. The goodwill, which is not deductible for tax purposes, includes the value of an assembled workforce, as well as the overall strategic benefits provided to the Company’s product portfolio and is included in the Water Systems segment.

The Company has not included various disclosures for the Maynard's acquisition including presenting separate results of operations of the acquired company since the closing of the acquisition or combined pro forma financial information of the Company and the acquired business, as the Company does not consider the acquisition to be material.

Wood Brothers Industries

In May 2026, the Company acquired 100 percent of Piertek, Inc, Piertek III, LLC, and Vistar Water Technologies, Inc. ("Wood Brothers Industries"), and its affiliated companies for a purchase price of $49.9 million, net of cash acquired. Wood Brothers Industries is a water treatment wholesale supplier based in Nebraska, and caters to professional water treatment dealers across the United States.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2026. As a result, the Company recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of intangible assets, goodwill, and income taxes among other items. The completion of the valuation will occur no later than one year from the acquisition date.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date:

The Company allocated $19.1 million of the total consideration to customer relationships with a useful life of 12 years, $8.8 million to trade names with a useful life of 6 to 9 years. The fair values of the intangible assets were determined using the income approach. The Company considers the fair value of the intangible assets to be Level 3 measurements due to the significant estimates and assumptions used by management in establishing the estimated fair values.

The goodwill, which is not deductible for tax purposes, includes the value of an assembled workforce, as well as the overall strategic benefits provided to the Company’s product portfolio and is included in the Water Systems segment. The Company has not presented pro forma financial information for the Wood Brothers Industries acquisition because its results are not material to the Company’s condensed consolidated financial statements.

Benson Pump

In April 2026, the Company acquired 100 percent of the ownership interests of Benson Pump Corporation ("Benson Pump") for a purchase price of $21.7 million, after purchase price adjustments based on the level of working capital acquired. Benson Pump is a professional groundwater distributor, operating out of Arkansas.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2026. As a result, the Company recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of intangible assets and goodwill among other items. The completion of the valuation will occur no later than one year from the acquisition date. The purchase price was primarily allocated to goodwill and other intangible assets. The goodwill, which is not deductible for tax purposes, includes the value of an assembled workforce, potential future technologies as well as the overall strategic benefits provided to the Company’s product portfolio and is included in the Distribution segment.

The Company has not included various disclosures for the Benson Pump acquisition including presenting separate results of operations of the acquired company since the closing of the acquisition or combined pro forma financial information of the Company and the acquired business, as the Company does not consider the acquisition to be material.

Subsequent Event

In October 2026, the Company entered into a share purchase agreement to acquire 100 percent of the ownership interests of Challenge Pumps Holdings Pty Ltd ("Challenge Pumps") for a purchase price of AUD 259.0 million (approximately $181.0 million), subject to working capital and other closing adjustments. The acquisition is expected to close in 2026, subject to the completion of Challenge Pumps’ annual audit and the satisfaction of customary closing conditions, including the receipt of required third-party consents and the continued accuracy of the parties’ representations and warranties. The share purchase agreement contains customary representations, warranties, and covenants by Franklin Electric and the other parties thereto and other terms and conditions customary in agreements of this type. Challenge Pumps is a professional underground and mine dewatering company based in Australia. The Company expects the purchase price to be primarily allocated to working capital, goodwill, and other intangibles assets.

Barnes

In March 2025, the Company acquired 100 percent of Barnes de Colombia S.A. ("Barnes"), a leading manufacturer and distributor of industrial and commercial pumps based in Cota, Cundinamarca, Colombia, for total upfront cash consideration of $96.8 million, net of cash acquired. The valuation of assets acquired and liabilities assumed is final as of March 31, 2026, with no material changes from the preliminary allocation previously disclosed.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date:

The Company allocated $33.4 million of the total consideration to customer relationships with a useful life of 8 years, $9.3 million to trade names with a useful life of 11 years, and $2.8 million to developed technology with a useful life of 7 years. The fair values of the intangible assets were determined using the income approach. The Company considers the fair value of the intangible assets to be Level 3 measurements due to the significant estimates and assumptions used by management in establishing the estimated fair values.

The goodwill, which is not deductible for tax purposes, includes the value of an assembled workforce, potential future technologies as well as the overall strategic benefits provided to the Company’s product portfolio and is included in the Water Systems segment.

The results of operations of the acquired business have been included in the Company’s consolidated statement of income since the date the business was acquired. In the first two months of 2026, the Barnes acquisition contributed $6.2 million of incremental net sales while the impact on net income was not significant. The comparative period does not include two months of Barnes revenue, as the acquisition did not occur until March 2025. Beginning in March 2025, all net sales and related net income attributable to Barnes have been included in the Company's consolidated financial results. The Company has not presented pro forma financial information for the Barnes acquisition because its results are not material to the Company’s condensed consolidated financial statements.

PumpEng

In February 2025, the Company acquired 100 percent of the ownership interests of PumpEng Pty Ltd ("PumpEng") for a purchase price of AUD 24.0 million (approximately $15.0 million). PumpEng, based in Australia, specializes in the design, manufacture and service of submersible pumps for the mining sector.

The Company has not included various disclosures for the PumpEng acquisition including presenting separate results of operations of the acquired company since the closing of the acquisition or combined pro forma financial information of the Company and the acquired business, as the Company does not consider the acquisition to be material.

There were $5.0 million and $5.4 million of transaction costs for the third quarter and nine months ended September 30, 2026, respectively. There were $0.0 million and $2.0 million of transaction costs for the third quarter and nine months ended September 30, 2025, respectively.