Brady Corporation filed a Form 8-K on November 5, 2026, disclosing that on November 4, 2026, it entered into and closed a Share Exchange Agreement with William H. Brady III, converting his entire Class B Common Stock position into newly issued Class A Common Stock and resulting in a change in control of the company.

Key Highlights

  • Exchange completed November 4, 2026: William H. Brady III transferred 1,769,314 shares of Class B Common Stock to Brady Corporation in exchange for 1,769,314 newly issued shares of Class A Common Stock.
  • No cash changed hands: According to the filing, no cash consideration was paid by either party in connection with the Exchange.
  • Change in control: The filing reports a change in control, with Elizabeth P. Bruno now holding 100% of the outstanding Class B Common Stock and, accordingly, all of the outstanding voting power of the company.
  • Prior ownership split: Prior to the Exchange, Mr. Brady and Dr. Bruno each held approximately 49.9% of the outstanding shares of Class B Common Stock.
  • 24-month lock-up: Mr. Brady agreed not to offer, sell, pledge, hedge, or otherwise transfer or dispose of the New Class A Shares for 24 months following closing, subject to certain exceptions.
  • Controlled company status: Following the Exchange, the company disclosed it qualifies as a "controlled company" within the meaning of Section 303A.00 of the NYSE Listed Company Manual, though the Board stated it does not intend to use available governance exemptions.
  • Board committee changes: Dr. Bruno ceased serving on the Management Development and Compensation Committee and the Corporate Governance Committee effective upon closing, as she no longer qualifies as an independent director for those roles.

Brady Corporation Class B Stock Conversion Transfers Full Voting Control to Dr. Bruno

According to the Form 8-K filed with the Securities and Exchange Commission, Brady Corporation (NYSE:BRC) and William H. Brady III executed a Share Exchange Agreement on November 4, 2026, with the closing occurring the same day. Under the terms of the agreement, Mr. Brady transferred all 1,769,314 of his Class B Common Stock shares, par value $0.01 per share, to the company. In return, the company issued to Mr. Brady 1,769,314 newly issued shares of Class A Nonvoting Common Stock, also par value $0.01 per share. The filing states that no cash consideration was paid by either party.

The filing reports that the transaction produced a change in control. Prior to the Exchange, Mr. Brady and Dr. Bruno each held approximately 49.9% of the outstanding Class B Common Stock. Because the Class B Common Stock is the only class entitled to vote generally on matters submitted to shareholders, the Exchange transferred full voting control. Upon consummation, Dr. Bruno holds 1,769,314 shares of Class B Common Stock, representing 100% of the outstanding shares and all of the outstanding voting power of the company. The filing notes that Dr. Bruno did not pay any consideration and did not use any funds in connection with the change in control, which resulted solely from the company's acquisition and subsequent retirement of Mr. Brady's Class B shares.

The Exchange Agreement was approved by the disinterested members of the Board; Dr. Bruno did not participate in the deliberations and abstained from voting. The company disclosed it has agreed to use "commercially reasonable efforts" to file a registration statement with the SEC registering the resale of the New Class A Shares, and to cause it to become effective prior to the expiration of the 24-month Lock-Up Period. The filing also states that the company's Board does not intend to take advantage of any governance exemptions available to controlled companies and expects to continue to comply with NYSE corporate governance requirements applicable to non-controlled companies. The filing contains forward-looking statements subject to the company's cautionary language and risk factors described in its Form 10-K for the year ended July 31, 2026.

What Was Disclosed

Brady Corporation reported a completed share exchange in which William H. Brady III converted 1,769,314 Class B shares into an equal number of newly issued Class A shares, transferring 100% of the company's voting stock to board member Elizabeth P. Bruno and triggering a reported change in control.