GORMAN RUPP CO
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
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Table of Contents
Annual Report on Form 10-K
For the Year Ended December 31, 2025
| PART I | Page | |
|---|---|---|
| ITEM 1. | Business | 3 |
| ITEM 1A. | Risk Factors | 6 |
| ITEM 1B. | Unresolved Staff Comments | 11 |
| ITEM 1C. | Cybersecurity | 11 |
| ITEM 2. | Properties | 12 |
| ITEM 3. | Legal Proceedings | 13 |
| ITEM 4. | Mine Safety Disclosures | 14 |
| * | Information about our Executive Officers | 14 |
| PART II | ||
| ITEM 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 15 |
| ITEM 6. | [Reserved] | 16 |
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| ITEM 7A. | Quantitative and Qualitative Disclosures about Market Risk | 25 |
| ITEM 8. | Financial Statements and Supplementary Data | 26 |
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 54 |
| ITEM 9A. | Controls and Procedures | 54 |
| ITEM 9B. | Other Information | 56 |
| ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 56 |
| PART III | ||
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 56 |
| ITEM 11. | Executive Compensation | 56 |
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 57 |
| ITEM 13. | Certain Relationships and Related Transactions, and Director Independence | 57 |
| ITEM 14. | Principal Accounting Fees and Services | 57 |
| PART IV | ||
| ITEM 15. | Exhibits and Financial Statement Schedules | 57 |
| Exhibit Index | 59 | |
| Signatures | 61 | |
| * | Included pursuant to the instructions to Item 401 of Regulation S-K. | |
PART I
Cautionary Note Regarding Forward-Looking Statements
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, The Gorman-Rupp Company provides the following cautionary statement: this Annual Report on Form 10-K contains various forward-looking statements based on assumptions concerning The Gorman-Rupp Company’s operations, future results and prospects. These forward-looking statements are based on current expectations about important economic, political, and technological factors, among others, and are subject to risks and uncertainties, which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.
Such uncertainties include, but are not limited to, our estimates of future earnings and cash flows, general economic conditions and supply chain conditions and any related impact on costs and availability of materials, retention of supplier and customer relationships and key employees, the ability to service and repay indebtedness, and the anticipated results of our National Pump Company facility optimization efforts. Other factors include, but are not limited to: company specific risk factors including (1) loss of key personnel; (2) intellectual property security; (3) growth through acquisitions; (4) the Company’s indebtedness and how it may impact the Company’s financial condition and the way it operates its business; (5) impairment in the value of intangible assets, including goodwill; (6) defined benefit pension plan settlement expense; (7) LIFO inventory method; and (8) family ownership of common equity; and general risk factors including (9) continuation of the current and projected future business environment; (10) highly competitive markets; (11) availability and costs of raw materials and labor; (12) cybersecurity threats; (13) artificial intelligence risk and challenges that can impact our business; (14) compliance with, and costs related to, a variety of import and export laws and regulations; (15) the impact of U.S. trade policy, including resulting tariffs; (16) environmental compliance costs and liabilities; (17) exposure to fluctuations in foreign currency exchange rates; (18) conditions in foreign countries in which The Gorman-Rupp Company conducts business; (19) changes in our tax rates and exposure to additional income tax liabilities; and (20) risks described from time to time in our reports filed with the Securities and Exchange Commission. Except to the extent required by law, we do not undertake and specifically decline any obligation to review or update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments or otherwise.
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