Franklin Electric Co., Inc. filed a Form 8-K with the SEC on September 8, 2026, disclosing that it completed the acquisition of Cat Pumps Corporation on September 4, 2026, through a Share Purchase Agreement involving approximately $350 million in cash and $25 million in performance-based equity consideration.

Key Highlights

  • Acquisition closed September 4, 2026: Franklin Electric, through wholly-owned subsidiary FE Force, LLC, purchased all outstanding capital stock of Cat Pumps Corporation.
  • Cash consideration of approximately $350 million: The amount is subject to adjustment under the Share Purchase Agreement.
  • $25 million in PRSUs issued: Performance-based restricted stock units with a payout range of 0% to 200% of aggregate target value, contingent on Cat Pumps achieving targeted threshold gross profit amounts.
  • PRSU measurement period: January 1, 2028 through December 31, 2028, with earned awards settled following determination of results.
  • Funding source: Franklin Electric funded the cash portion using a combination of available cash and borrowings under its existing credit facilities.
  • Cat Pumps profile: According to the filing, Cat Pumps is a manufacturer and wholesale supplier specializing in water systems, components, and accessories, primarily based in Minneapolis, Minnesota with global operations.
  • PRSUs exempt from registration: The filing states the PRSUs were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as the offer and sale did not involve a public offering.

Franklin Electric's Acquisition of Cat Pumps: Terms and Structure

According to the filing, Franklin Electric Co., Inc. (NASDAQ:FELE) entered into the Share Purchase Agreement on September 4, 2026, among Franklin Electric, FE Force, LLC (its wholly-owned subsidiary and the acquiring entity), Cat Pumps Corporation, Cat Pumps' shareholders, and certain guarantors. The transaction transferred all outstanding capital stock of Cat Pumps to FE Force, LLC. The filing describes Cat Pumps as a manufacturer and wholesale supplier specializing in water systems, components, and accessories, headquartered in Minneapolis, Minnesota, with operations globally.

The total consideration consists of two components. First, an aggregate cash payment of approximately $350 million, subject to adjustment under the Share Purchase Agreement terms. Second, performance-based restricted stock units with an aggregate target value of $25 million. The filing states the final value of the PRSUs depends on Cat Pumps achieving targeted threshold gross profit amounts during the measurement period from January 1, 2028 to December 31, 2028, with a payout range of 0% to 200% of the aggregate target value. Franklin Electric funded the cash portion through a combination of available cash and borrowings under its existing credit facilities, according to the filing.

The filing notes that the Share Purchase Agreement contains "customary representations, warranties, and covenants" and that the description provided in the 8-K is only a summary, qualified in its entirety by reference to the full text of the agreement attached as Exhibit 2.1. The filing also notes that certain statements within the Current Report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to known and unknown risks and uncertainties detailed in Franklin Electric's regulatory filings.

What Was Disclosed

Franklin Electric's Form 8-K disclosed the September 4, 2026 completion of its acquisition of Cat Pumps Corporation for approximately $350 million in cash plus up to $50 million in performance-based restricted stock units, funded via available cash and existing credit facilities.