UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number 1-6747

THE GORMAN-RUPP COMPANY

(Exact name of Registrant as specified in its charter)

Ohio		34-0253990
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

600 South Airport Road, Mansfield, Ohio		44903
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (419) 755-1011

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares, without par value		GRC		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐☒ No ☒☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐☒ Accelerated filer ☒☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the common shares, without par value, of The Gorman-Rupp Company held by non-affiliates based on the closing sales price as of June 30, ~~2023~~2024 was approximately $~~581~~741,~~450~~250,000.

On ~~February~~March 263, ~~2024~~2025, there were 26,~~218~~227,~~334~~ 540 common shares, without par value, of The Gorman-Rupp Company outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of The Gorman-Rupp Company’s definitive Notice of ~~2024~~2025 Annual Meeting of Shareholders and related Proxy Statement (to be filed with the Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K) are incorporated by reference into Part III (Items 10-14).

The Gorman-Rupp Company and Subsidiaries Annual Report on Form 10-K For the Year Ended December 31, 2023

The Gorman-Rupp Company and Subsidiaries Annual Report on Form 10-K For the Year Ended December 31, 2024
	PART I	Page
ITEM 1.	Business	4
ITEM 1A.	Risk Factors	7
ITEM 1B.	Unresolved Staff Comments	12
ITEM 1C.	Cybersecurity	12
ITEM 2.	Properties	13
ITEM 3.	Legal Proceedings	14
ITEM 4.	Mine Safety Disclosures	15
*	Information about our Executive Officers	15
	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
ITEM 6.	[Reserved]	17
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	26
ITEM 8.	Financial Statements and Supplementary Data	27
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	57
ITEM 9A.	Controls and Procedures	57
ITEM 9B.	Other Information	60
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	60
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	60
ITEM 11.	Executive Compensation	60
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	61
ITEM 14.	Principal Accounting Fees and Services	61
	PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	62
	Exhibit Index	63
ITEM 16.	Form 10-K Summary	64
	Signatures	65

*	Included pursuant to the instructions to Item 401 of Regulation S-K.

	PART I	Page
ITEM 1.	Business	4
ITEM 1A.	Risk Factors	7
ITEM 1B.	Unresolved Staff Comments	12
ITEM 1C.	Cybersecurity	12
ITEM 2.	Properties	13
ITEM 3.	Legal Proceedings	14
ITEM 4.	Mine Safety Disclosures	15
*	Information about our Executive Officers
	PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
ITEM 6.	[Reserved]	17
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	27
ITEM 8.	Financial Statements and Supplementary Data	28
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
ITEM 9A.	Controls and Procedures	58
ITEM 9B.	Other Information	60
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	60
	PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	60
ITEM 11.	Executive Compensation	61
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	61
ITEM 14.	Principal Accounting Fees and Services	62
	PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	62
	Exhibit Index	63
ITEM 16.	Form 10-K Summary	63
	Signatures	64
*	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, ~~integration of the Fill-Rite business in a timely and cost effective manner,~~ retention of supplier and customer relationships and key employees, ~~the ability to achieve synergies~~ and ~~cost savings in~~ the ~~amounts and within the time frames currently anticipated and the~~ ability to service and repay indebtedness ~~incurred in connection with the transaction~~. Other factors include, but are not limited to: company specific risk factors including (1) loss of key personnel; (2) intellectual property security; (3) ~~acquisition~~growth ~~performance~~through ~~and integration~~acquisitions; (4) the Company’s indebtedness and how it may impact the Company’s financial condition and the way it operates its business; (5) ~~general~~acquisition ~~risks~~performance ~~associated~~and ~~with acquisitions~~integration; (6) ~~the anticipated benefits from the Fill-Rite transaction may not be realized; (7)~~ impairment in the value of intangible assets, including goodwill; (87) defined benefit pension plan settlement expense; (98) LIFO inventory method,; and (109) family ownership of common equity; and general risk factors including (1110) continuation of the current and projected future business environment; (1211) highly competitive markets; (1312) availability and costs of raw materials and labor; (1413) cybersecurity threats; (1514) compliance with, and costs related to, a variety of import and export laws and regulations; (1615) environmental compliance costs and liabilities; (1716) exposure to fluctuations in foreign currency exchange rates; (1817) conditions in foreign countries in which The Gorman-Rupp Company conducts business; (1918) changes in our tax rates and exposure to additional income tax liabilities; and (2019) 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.

ITEM 1.

BUSINESS

The Gorman-Rupp Company (“Registrant”, “Gorman-Rupp”, the “Company”, “we” or “our”) was incorporated in Ohio in 1934. The Company designs, manufactures and globally sells pumps and pump systems for use in water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire suppression, heating, ventilating and air conditioning (“HVAC”), military and other liquid-handling applications.

On May 31, 2022, the Company acquired the assets of Fill-Rite and Sotera (“Fill-Rite”), a division of Tuthill Corporation, for $528.0 million. The Company funded the transaction with cash on-hand and new debt. The results of operations for Fill-Rite from the acquisition date are included in the Company’s Consolidated Statements of Income.

PRODUCTS

The Company operates in one business segment, the manufacture and sale of pumps and pump systems. The following table sets forth, for the years ~~2021~~2022 through ~~2023~~2024, the total net sales, income before income taxes and year-end total assets of the Company.

	(Dollars in thousands)
	2023		2022		2021
	2024		2023		2022
Net sales	$	659,~~511~~667	$	~~521~~659,~~027~~511	$	~~378~~521,~~316~~027
Income before taxes		4350,~~961~~493		1343,~~872~~961		3713,~~248~~872
Total assets		~~890~~858,~~358~~469		~~872~~890,~~830~~358		~~420~~872,~~754~~830

The Company’s product line consists of pump models ranging in size from 1/4” to nearly 15 feet and ranging in rated capacity from less than one gallon per minute to nearly one million gallons per minute. The types of pumps which the Company produces include self-priming centrifugal, standard centrifugal, magnetic drive centrifugal, axial and mixed-flow, vertical turbine line shaft, submersible, high-pressure booster, rotary gear, rotary vein, diaphragm, bellows and oscillating.

The pumps have drives that range from 1/35 horsepower electric motors up to much larger electric motors or internal combustion engines capable of producing several thousand horsepower. Many of the larger units comprise encased, fully-integrated water and wastewater pumping stations. In certain cases, units are designed for the inclusion of customer-supplied drives.

The Company’s larger pumps are sold principally for use in the construction, industrial, water and wastewater handling fields; for flood control; for boosting low residential water pressure; for pumping refined petroleum products, including the ground refueling of aircraft; for fluid control in HVAC applications; and for various agricultural purposes.

The Company’s pumps are also utilized for dewatering purposes. Additionally, pumps manufactured for fire suppression are used for sprinkler back-up systems, ~~fire hydrants,~~ stand pipes, fog systems and deluge systems at hotels, banks, factories, airports, schools, public buildings and hundreds of other types of facilities throughout the world.

Many of the Company’s smallest pumps are sold to customers for incorporation into such products as food processing, chemical processing, medical applications, computer cooling, waste treatment, HVAC equipment, appliances and solar heating.

MARKETING

The Company’s pumps are marketed in the United States and worldwide through a broad network of distributors, through manufacturers’ representatives (for sales to ~~many~~certain original equipment manufacturers), through third-party distributor catalogs, direct sales, retailers, and e-commerce. The Company regularly seeks alliances with distributors and other partners to further enhance marketing opportunities. Export sales are made primarily through foreign distributors and representatives. The Company has long-standing relationships with many of the leading independent distributors in the markets it serves and provides specialized training programs to distributors on a regular basis with a focus on meeting the world’s water and wastewater pumping needs.

During ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, there were no shipments to any single customer that exceeded 10% of total net sales. Gorman-Rupp continued to actively pursue international business opportunities and, in ~~2023~~2024, shipped its pumps to approximately 140 countries around the world. No sales made to customers in any one foreign country amounted to more than 10% of total net sales for ~~2023~~2024, ~~2022~~2023 or ~~2021~~2022.

COMPETITION

The pump industry is highly fragmented and therefore Gorman-Rupp competes with a large number of businesses. Numerous pump competitors exist as subsidiaries, divisions or departments within significantly larger corporations. The Company also faces increased competition from foreign-sourced pumps in most of the Company’s domestic markets.

Most commercial and industrial pumps are specifically designed and engineered for a particular customer’s application. The Company believes that proper application, product performance, and quality of delivery and service are its principal methods of competition, and attributes its success to its continued emphasis in these areas. In the sale of products and services, the Company benefits from its large base of previously installed products, which periodically require replacement parts due to the critical application and nature of the products and the conditions under which they operate.

PURCHASING AND PRODUCTION

Substantially all of the materials, supplies, components and accessories used by the Company in the fabrication of its products, including all castings (for which most patterns are made and owned by the Company), structural steel, bar stock, motors, solenoids, engines, seals, and plastic and elastomeric components are purchased by the Company from other suppliers and manufacturers. The Company does not purchase materials under long-term contracts and is not dependent upon a single source for any materials, supplies, components or accessories which are of material importance to its business.

The Company purchases motor components for its large submersible pumps, and motors and engines for its pump systems, from a limited number of suppliers, while motors for its polypropylene bellows pumps and magnetic drive pumps are purchased from several alternative vendors. Products requiring small motors are also sourced from alternative suppliers.

The other production operations of the Company consist of the machining of castings, the cutting, shaping and welding of bar stock and structural members, the design and assembly of electrical control panels, the manufacture of some small motors and a few minor components, and the assembling, painting and testing of its products. The majority of the Company’s products are tested prior to shipment.

HUMAN CAPITAL

As of December 31, ~~2023~~2024, the Company employed approximately 1,450 persons, of whom approximately ~~780~~770 were hourly employees. The majority of the Company’s manufacturing operations take place in the United States, as evidenced by 8887% of its employees being in the Company’s U.S. locations and 1213% of its employees being in its international locations.

Our approach is to develop talent from within and supplement with external hires. We invest resources to develop the talent needed to remain a leading designer and manufacturer of pumps and pump systems. We provide our employees with training opportunities and educational benefits to assist in the expansion of their careers and skills. This approach has resulted in a deep understanding among our employee base of our business, products, and customers. We believe that our average tenure of 12 years, as of the end of ~~2023~~2024, reflects both the strong engagement of our employees and our positive workplace culture. Approximately 7% of our employees operate under a collective bargaining agreement. The Company has never experienced a work stoppage.

We provide competitive compensation and benefits programs to help meet the needs of our employees. In addition to salaries, these programs (which vary by country and region) include profit sharing, a 401(k) plan, medical insurance and benefits, health savings accounts, paid time off, and tuition assistance, among others. Certain domestic employees hired prior to January 1, 2008, ~~and certain union employees,~~ participate in a defined benefit ~~plans~~plan. ~~Non-union~~Employees ~~employees~~ hired after this date, in eligible locations, participate in an enhanced 401(k) plan instead of the defined benefit plan. To create performance incentives and to encourage share ownership by our employees, we have implemented an employee stock purchase plan, which enables eligible employees worldwide to purchase the Company’s common shares at a discount through payroll contributions. Because our business involves the manufacturing of products, many of our employees are unable to work from home. For certain positions, we do provide hybrid work from home options.

The health and safety of our workforce is fundamental to the success of our business. We provide our employees upfront and ongoing safety training to ensure that safety policies and procedures are effectively communicated and implemented. We also provide personal protective equipment to those employees who need it to perform their job functions safely. We have experienced personnel on-site at each of our manufacturing locations who are tasked with environmental, health and personal safety education and compliance.

We are committed to upholding fundamental human rights and believe that all human beings should be treated with dignity, fairness and respect. This commitment is outlined in our Human Rights Policy which applies to all employees worldwide including part time and temporary workers. We communicate our expectation that suppliers also adhere to our Human Rights Policy through our Supplier Code of Conduct. We strive to promote inclusion and diversity in the workplace, engage with our communities, and encourage our suppliers to treat their employees in a manner that respects human rights. We utilize an on-line platform to provide training to all employees worldwide in key areas such as harassment and discrimination prevention, human rights, and our code of conduct. We also internally publicize the availability of an anonymous ethics hotline through which any employee may report any ethics, safety or other employment concerns.

OTHER ASPECTS

Although the Company owns a number of patents, several of which are important to its business, the Company does not consider its business to be materially dependent upon any one or more patents. The Company’s patents, trademarks and other intellectual property are adequate for its business purposes.

AVAILABLE INFORMATION

The Company maintains a website accessible through its internet address of www.gormanrupp.com. Gorman-Rupp makes available free of charge on or through www.gormanrupp.com its Annual Report to Shareholders, its annual Proxy Statement, its annual report on Form 10-K, its quarterly reports on Form 10-Q, and its current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after those reports (and any amendments) are electronically filed with or furnished to the Securities and Exchange Commission (“Commission”). However, the information contained on the Company’s website is not a part of this Form 10-K or any other report filed with or furnished to the Commission.

A paper copy of the Company’s Form 10-K is also available free of charge upon written request to the Company’s Corporate Secretary.

ITEM 1A.

RISK FACTORS

Gorman-Rupp’s business and financial performance are subject to various risks and uncertainties, some of which are beyond its control. In addition to the risks discussed elsewhere in this Form 10-K, the following risks and uncertainties could materially adversely affect the Company’s business, prospects, financial condition, results of operations, liquidity and access to capital markets. These risks could cause the Company’s actual results to differ materially from its historical experience and from expected results discussed in forward-looking statements made by the Company related to conditions or events that it anticipates may occur in the future.

COMPANY SPECIFIC RISK FACTORS

Loss of key personnel

The Company’s success depends to a significant extent on the continued service of its executive management team and the ability to recruit, hire and retain other key management personnel to support the Company’s growth and operational initiatives and replace executives who retire or resign. Failure to retain key management personnel and attract and retain other highly-skilled personnel could limit the Company’s global growth and ability to execute operational initiatives, or may result in inefficient and ineffective management and operations, which could harm the Company’s revenues, operations and product development efforts and could eventually result in a decrease in profitability.

7Intellectual property security

~~Intellectual~~The Company possesses a wide array of intellectual property ~~security~~rights, including patents, trademarks, copyrights, and applications for the above, as well as other proprietary information. There is a risk that third parties would attempt to copy, in full or in part, the Company’s products, technologies or industrial designs, or to obtain unauthorized access and use of Company technological know-how or other protected intellectual property rights. Also, other companies could successfully develop technologies, products or industrial designs similar to the Company’s, and thus potentially compete with the Company. From time to time, the Company has been faced with instances where competitors have infringed or unfairly used its intellectual property or taken advantage of its design and development efforts. The ability to protect and enforce intellectual property rights varies across jurisdictions. Competitors have attempted, and may in the future attempt to copy the Company’s products, technologies or industrial designs are becoming more prevalent, particularly in Asia. If the Company is unable to adequately enforce and protect its intellectual property rights, it could adversely affect its revenues and profits and hamper its ability to grow.

~~The~~Competitors ~~Company~~and ~~possesses~~others amay ~~wide~~also ~~array~~challenge ofthe ~~intellectual~~validity ~~property~~of ~~rights, including patents, trademarks, copyrights, and applications for~~ the ~~above,~~Company’s asintellectual ~~well~~property asor ~~other~~allege ~~proprietary information. There is a risk~~ that ~~third~~it ~~parties~~has ~~would~~infringed ~~attempt~~their tointellectual ~~copy~~property, inincluding ~~full~~through orlitigation. inThe ~~part, the~~ Company’s ~~products,~~may ~~technologies~~be orrequired ~~industrial designs, or~~ to ~~obtain~~pay ~~unauthorized~~substantial ~~access~~damages ~~and~~if ~~use~~it ofis ~~Company~~determined ~~technological~~its ~~know-how~~products orinfringe ~~other~~the ~~protected~~ intellectual property ~~rights~~of others. ~~Also,~~The ~~other~~Company ~~companies~~may ~~could~~also ~~successfully~~be ~~develop~~required ~~technologies, products or industrial designs similar~~ to ~~the~~develop ~~Company’s~~an alternative, ~~and~~non-infringing ~~thus~~product ~~potentially~~that ~~compete~~could ~~with~~be ~~the~~costly ~~Company.~~and ~~From~~ time ~~to time~~-consuming, ~~the Company has been faced with instances where competitors have infringed~~ or ~~unfairly~~acquire ~~used~~a ~~its~~license ~~intellectual~~(if ~~property~~available) oron ~~taken~~terms ~~advantage~~that ofare ~~its~~not ~~design~~favorable ~~and~~to ~~development efforts~~it. ~~The~~Regardless ~~ability~~of towhether ~~protect~~infringement ~~and~~claims ~~enforce~~against ~~intellectual~~the ~~property~~Company ~~rights~~are ~~varies~~successful, ~~across~~defending ~~jurisdictions.~~against ~~Competitors~~such ~~who~~claims ~~attempt~~could tosignificantly ~~copy~~increase the Company’s ~~products~~costs, ~~technologies~~divert ormanagement’s ~~industrial~~time ~~designs~~and ~~are~~attention ~~becoming~~away ~~more~~from ~~prevalent,~~other ~~particularly~~business inmatters, ~~Asia. If the Company is unable to adequately enforce~~ and ~~protect~~otherwise ~~its intellectual property rights, it could~~ adversely affect ~~its~~the ~~revenues~~Company’s ~~and~~results ~~profits~~of operations and ~~hamper~~financial ~~its ability to grow~~condition.

Competitors and others may also challenge the validity of the Company’s intellectual property or allege that it has infringed their intellectual property, including through litigation. The Company may be required to pay substantial damages if it is determined its products infringe the intellectual property of others. The Company may also be required to develop an alternative, non-infringing product that could be costly and time-consuming, or acquire a license (if available) on terms that are not favorable to it. Regardless of whether infringement claims against the Company are successful, defending against such claims could significantly increase the Company’s costs, divert management’s time and attention away from other business matters, and otherwise adversely affect the Company’s results of operations and financial condition.7

Growth through Acquisitions

The Company’s historical growth has depended, and its future growth is likely to continue to depend, in part on its acquisition strategy and the successful integration of acquired businesses into existing operations. The Company intends to continue to seek additional domestic and international acquisition opportunities that have the potential to support and strengthen its operations. The Company cannot assure it will be able to successfully identify suitable acquisition opportunities, prevail against competing potential acquirers, negotiate appropriate acquisition terms, obtain financing that may be needed to consummate such acquisitions, complete proposed acquisitions, successfully integrate acquired businesses into existing operations or expand into new markets. In addition, the Company cannot assure that any acquisition, even if successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to the Company’s operations and cash flows.

The Company has substantial indebtedness, which may impact the Company’s financial condition and the way it operates its business

The Company has substantial indebtedness. Such indebtedness includes senior secured first lien credit facilities comprised of a $~~350~~370 million term loan facility and a $100 million revolving credit facility, and ana ~~unsecured~~$30 ~~senior~~million ~~subordinated term loan facility~~ in an aggregate principal amount of ~~$90~~6.40% ~~million~~senior secured notes. The indebtedness could have important negative consequences, including:

●

higher borrowing costs resulting from fluctuations in our variable benchmark borrowing rates that have adversely affected, and could in the future adversely affect, our interest rates;

●

reduced availability of cash for the Company’s operations and other business activities after satisfying interest payments and other requirements under the terms of its debt instruments;

●

less flexibility to plan for or react to competitive challenges, and a competitive disadvantage relative to competitors that do not have as much indebtedness;

● ~~difficulty~~limiting inthe ~~obtaining~~Company’s ~~additional~~ability ~~financing~~to inundertake ~~the~~mergers ~~future~~or dispositions of assets, or pay dividends;

● ~~inability~~difficulty toin ~~comply~~obtaining ~~with~~additional ~~covenants~~financing in, ~~and potential for default under,~~ the ~~Company’s debt instruments~~future;

● inability to ~~operate~~comply ~~our~~with ~~business~~covenants orin, toand ~~take~~potential ~~advantage~~for ofdefault ~~business~~under, ~~opportunities due to restrictions created from~~ the Company’s debt ~~covenants~~instruments; ~~and~~

● ~~challenges~~inability to ~~repaying~~operate our business or ~~refinancing~~to ~~any~~take advantage of ~~the~~business ~~Company’s~~opportunities due to restrictions created from the debt. covenants; and

~~The~~● ~~Company’s~~challenges ~~ability~~ to ~~satisfy~~repaying ~~its~~or ~~debt~~refinancing ~~and~~any ~~other obligations will depend principally upon its future operating performance. As a result, prevailing economic conditions and financial, business, legal and regulatory and other factors, many~~ of ~~which are beyond~~ the Company’s ~~control, may affect its ability to make payments on its~~ debt ~~and other obligations~~.

8The Company’s ability to satisfy its debt and other obligations will depend principally upon its future operating performance. As a result, prevailing economic conditions and financial, business, legal and regulatory and other factors, many of which are beyond the Company’s control, may affect its ability to make payments on its debt and other obligations.

Acquisition performance and integration

The Company has historically made strategic acquisitions of businesses and may do so in the future in support of its strategy. The success of past and future acquisitions is dependent on the Company’s ability to successfully integrate acquired and existing operations. If the Company is unable to integrate acquisitions successfully, its financial results could suffer. Additional potential risks associated with acquisitions are the diversion of management’s attention from other business concerns, additional debt leverage, the loss of key employees and customers of the acquired business, the assumption of unknown liabilities, disputes with sellers, and the inherent risk associated with the Company entering new lines of business.

~~The anticipated benefits from the Fill-Rite transaction may not be realized~~8

~~The~~Impairment ~~Company~~in ~~may not realize~~ the ~~full~~value ~~benefits~~ of ~~the~~intangible ~~increased sales volume and other benefits that are currently expected to result from the Fill-Rite transaction~~assets, orincluding realize these benefits within the time frame that is currently expected. In addition, the benefits of the Fill-Rite transaction may be offset by operating losses relating to changes in material or energy prices, inflationary economic conditions, increased competition, or by other risks and uncertainties. If the Company fails to realize the benefits it anticipates from the Fill-Rite transaction, the Company’s results of operations may be adversely affected.goodwill

~~Impairment~~The inCompany’s total assets reflect goodwill from acquisitions, representing the excess cost over the fair value of ~~intangible~~the identifiable net assets acquired, including ~~goodwill~~other indefinite-lived and finite-lived intangible assets. Goodwill and other indefinite-lived intangible assets are not amortized but are reviewed annually for impairment as of October 1 or whenever events or changes in circumstances indicate there may be a possible permanent loss of value using either a quantitative or qualitative analysis. Finite-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recovered through future net cash flows generated by the assets. If future operating performance at one or more of the Company’s reporting units were to fall significantly below forecast levels or if market conditions for one or more of its acquired businesses were to decline, the Company could be required to incur a non-cash charge to operating income for impairment. Any impairment in the value of these assets could have an adverse non-cash impact on the Company’s reported results of operations.

~~The~~Defined ~~Company’s~~benefit ~~total~~pension ~~assets~~plan ~~reflect~~settlement ~~goodwill~~expense from acquisitions, representing the excess cost over the fair value of the identifiable net assets acquired, including other indefinite-lived and finite-lived intangible assets. Goodwill and other indefinite-lived intangible assets are not amortized but are reviewed annually for impairment as of October 1 or whenever events or changes in circumstances indicate there may be a possible permanent loss of value using either a quantitative or qualitative analysis. Finite-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recovered through future net cash flows generated by the assets. If future operating performance at one or more of the Company’s reporting units were to fall significantly below forecast levels or if market conditions for one or more of its acquired businesses were to decline, the Company could be required to incur a non-cash charge to operating income for impairment. Any impairment in the value of these assets could have an adverse non-cash impact on the Company’s reported results of operations.

~~Defined~~The Company sponsors a defined benefit pension plan (“GR Plan”) covering certain domestic employees and accrues amounts for funding of its obligations under the plan. The GR Plan allows eligible retiring employees to receive a lump-sum distribution for benefits earned in lieu of annual payments and most of the Company’s eligible retirees historically have elected this option. Under applicable accounting rules, if the lump-sum distributions made for a plan year exceed an actuarially-determined threshold of the total of the service cost and interest cost for the plan year, the Company at such point would be required to recognize for that year’s results of operations settlement expense for the resulting unrecognized actuarial loss. The Company has been required to make such adjustments in prior periods, and, if such non-cash adjustments are necessary in future periods, they may negatively impact the Company’s operating results.

~~The~~There ~~Company~~was ~~sponsors~~no ~~a defined benefit~~ pension ~~plan~~settlement ~~(“GR~~charge ~~Plan”)~~recorded ~~covering~~in ~~certain~~2024 ~~domestic~~or ~~employees~~2023. ~~and~~In ~~accrues~~2022, ~~amounts for funding of its obligations under~~ the ~~plan.~~Company ~~The~~recorded GRpre-tax ~~Plan allows eligible retiring employees to receive a lump~~non-~~sum~~cash ~~distribution~~pension ~~for~~settlement ~~benefits~~charges ~~earned in lieu~~ of ~~annual payments and most of the Company’s retirees historically have elected this option~~$6.4 ~~Under applicable accounting rules~~million, ifdriven ~~the~~by lump-sum distributions ~~made~~discussed ~~for~~above. aSee ~~plan~~Note ~~year~~9 ~~exceed an actuarially-determined threshold of the total of the service cost and interest cost for the plan year, the Company at such point would be required~~ to ~~recognize for that year’s results of operations settlement expense for~~ the ~~resulting~~Consolidated ~~unrecognized~~Financial ~~actuarial loss. The Company has been required to make such adjustments in prior periods~~Statements, Pensions and, ifOther ~~such~~Postretirement ~~non-cash adjustments are necessary in future periods, they may negatively impact the Company’s operating results~~Benefits.

~~There~~LIFO ~~was~~inventory nomethod pension settlement charge recorded in 2023. In 2022 and 2021, the Company recorded pre-tax non-cash pension settlement charges of $6.4 million and $2.3 million, respectively, driven by lump-sum distributions discussed above. See Note 9 to the Consolidated Financial Statements, Pensions and Other Postretirement Benefits.

The majority of the Company’s inventories are valued on the last-in, first-out (LIFO) method and stated at the lower of cost or market. Current cost approximates replacement cost, or market, and LIFO cost is determined at the end of each fiscal year based on inventory levels on-hand at current replacement cost and a LIFO reserve. The Company uses the simplified LIFO method, under which the LIFO reserve is determined utilizing the inflation factor specified in the Producer Price Index for Machinery and Equipment – Pumps, Compressors and Equipment, as published by the U.S. Bureau of Labor Statistics. Interim LIFO calculations are based on management’s estimate of the expected year-end inflation index and, as such, are subject to adjustment each quarter including the fourth quarter when the inflation index for the year is finalized. If inflation causes the Producer Price Index for Machinery and Equipment – Pumps, Compressors and Equipment to increase in future periods, the LIFO reserve will increase with a corresponding increase to non-cash LIFO expense which may negatively impact the Company’s operating results.

~~The~~In ~~majority~~2024, ~~of the Company’s inventories are valued on the last-in~~2023, ~~first-out (LIFO) method~~ and ~~stated at the lower of cost or market. Current cost approximates replacement cost~~2022, ~~or market, and LIFO cost is determined at~~ the ~~end~~Company ofrecorded ~~each~~pre-tax ~~fiscal year based on inventory levels on~~non-~~hand~~cash ~~at current replacement cost and a~~ LIFO ~~reserve.~~expense The Company uses the simplified LIFO method, under which the LIFO reserve is determined utilizing the inflation factor specified in the Producer Price Index for Machinery and Equipment – Pumps, Compressors and Equipment, as published by the U.S. Bureau of ~~Labor Statistics~~$5.1 ~~Interim LIFO calculations are based on management’s estimate of the expected year-end inflation index and~~million, ~~as such, are subject to adjustment each quarter including the fourth quarter when the inflation index for the year is finalized~~$6.9 ~~If inflation causes the Producer Price Index for Machinery and Equipment – Pumps~~million, ~~Compressors~~ and ~~Equipment~~$18.0 ~~to increase in future periods~~million, ~~the~~respectively. ~~LIFO~~See ~~reserve~~Note ~~will~~4 ~~increase with a corresponding increase~~ to ~~non-cash LIFO expense which may negatively impact~~ the ~~Company’s~~Consolidated ~~operating~~Financial ~~results~~Statements, Inventories.

9As of December 31, 2024 the Company had a LIFO reserve of $100.2 million, which at the current U.S. Corporate tax rate, represents approximately $21.0 million of income taxes, payment of which is delayed to future dates based upon changes in inventory costs. From time-to-time, discussions regarding changes in U.S. tax laws have included the potential of LIFO being repealed. Should LIFO be repealed, the $21.0 million of postponed taxes, plus any future benefit realized prior to the date of repeal, would likely have to be repaid over some period of time. Repayment of these postponed taxes will reduce the amount of cash that we would have available to fund our operations, working capital, capital expenditures, acquisitions, or general corporate or other business activities. This could materially and adversely affect our business, financial condition and results of operations.

InFamily ~~2023,~~ownership ~~2022, and 2021, the Company recorded pre-tax non-cash LIFO expense~~ of ~~$6.9~~common ~~million,~~equity ~~$18.0 million, and $6.7 million, respectively. See Note 4 to the Consolidated Financial Statements, Inventories.~~

AsA ofsubstantial ~~December~~percentage ~~31,~~of ~~2023~~the weCompany’s ~~had~~common ashares ~~LIFO~~is ~~reserve~~held ofby ~~$95.1~~various ~~million,~~members ~~which~~of at the ~~current~~Gorman ~~U.S.~~family ~~Corporate~~and ~~tax~~their ~~rate,~~respective ~~represents approximately $20~~affiliates.0 ~~million~~Because of ~~income~~this ~~taxes,~~concentrated ~~payment~~ownership ofrelative ~~which is delayed~~ to ~~future~~many ~~dates~~other ~~based~~publicly-traded ~~upon~~companies, ~~changes~~the inmarket ~~inventory~~price ~~costs.~~of ~~From~~the ~~time-to-time,~~Company’s ~~discussions~~common ~~regarding~~shares ~~changes~~may inbe ~~U.S.~~influenced ~~tax~~by ~~laws~~lower ~~have~~trading ~~included~~volume ~~the~~and ~~potential~~therefore ofmore ~~LIFO~~susceptible ~~being~~to ~~repealed.~~price ~~Should~~fluctuations ~~LIFO~~than bemany ~~repealed,~~other ~~the~~companies’ ~~$20~~shares.0 ~~million~~If ~~of postponed taxes, plus~~ any ~~future~~one ~~benefit~~or ~~realized~~more ~~prior~~of to the ~~date~~Company’s ofsignificant ~~repeal,~~shareholders ~~would~~were ~~likely have~~ to besell ~~repaid~~all ~~over~~or ~~some~~a ~~period~~portion of ~~time.~~their ~~Repayment~~holdings of ~~these~~Company ~~postponed~~common ~~taxes~~shares ~~will~~at ~~reduce~~once ~~the~~or ~~amount~~within ofshort ~~cash~~periods ~~that~~of wetime, ~~would~~or ~~have~~there ~~available~~was toan ~~fund~~expectation ~~our~~that ~~operations,~~such ~~working~~a ~~capital,~~sale ~~capital~~was ~~expenditures~~imminent, ~~acquisitions,~~then orthe ~~general~~market ~~corporate~~price orof ~~other~~the ~~business~~Company’s ~~activities.~~common ~~This~~shares could ~~materially~~be ~~and~~negatively ~~adversely affect our business, financial condition and results of operations,~~affected.

~~Family ownership of common equity~~ 9

AGENERAL ~~substantial~~RISK percentage of the Company’s common shares is held by various members of the Gorman family and their respective affiliates. Because of this concentrated ownership relative to many other publicly-traded companies, the market price of the Company’s common shares may be influenced by lower trading volume and therefore more susceptible to price fluctuations than many other companies’ shares. If any one or more of the Company’s significant shareholders were to sell all or a portion of their holdings of Company common shares at once or within short periods of time, or there was an expectation that such a sale was imminent, then the market price of the Company’s common shares could be negatively affected.FACTORS

~~GENERAL~~Continuation ~~RISK~~of ~~FACTORS~~current and projected future business environment

~~Continuation~~The overall pump industry is cyclical in nature, and some of ~~current~~its business activity is related to general business conditions in the durable goods and ~~projected~~capital equipment markets. Demand for most of the Company’s products and services is affected by the level of new capital investment and planned maintenance expenditures by its customers. The level of such investment and expenditures by our customers depends, in turn, on factors such as general economic conditions, availability of credit, economic conditions within their respective industries and expectations of future ~~business~~market ~~environment~~behavior. Volatility or sustained increases in prices of commodities such as oil and agricultural products can negatively affect the levels of investment and expenditures of certain customers and result in postponement of capital investment decisions or the delay or cancellation of existing orders. Inflationary economic conditions may further increase prices and exacerbate these risks. Any of these developments may negatively impact the Company’s sales.

The ~~overall~~effects ~~pump industry is cyclical in nature, and some~~ of ~~its~~recent ~~business~~executive ~~activity~~actions ~~is related to general business conditions in the durable goods~~ and ~~capital~~executive ~~equipment~~orders ~~markets. Demand for most of the Company’s products and services is affected~~ by the ~~level~~President ofin ~~new~~connection ~~capital~~with, ~~investment~~among ~~and~~other ~~planned maintenance expenditures by its customers. The level of such investment and expenditures by our customers depends~~areas, inenergy ~~turn~~production, ~~on factors such as general economic conditions~~trade, ~~availability~~immigration ~~of credit, economic conditions within their respective industries~~ and ~~expectations~~administrative ofagencies, ~~future~~as ~~market~~well ~~behavior. Volatility or sustained increases in prices of commodities such~~ as ~~oil~~any ~~and~~tandem ~~agricultural~~regulatory ~~products~~changes ~~can~~pursued ~~negatively~~by ~~affect~~ the ~~levels~~current ofadministration, ~~investment~~are ~~and~~highly ~~expenditures~~uncertain ~~of certain customers~~ and ~~result in postponement of capital investment decisions or the delay or cancellation of existing orders. Inflationary economic conditions~~ may ~~further~~adversely ~~increase prices and exacerbate these risks. Any of these developments may negatively~~ impact ~~the~~our ~~Company’s sales~~business.

Highly competitive markets

Gorman-Rupp sells its products in highly competitive markets. Maintaining and improving the Company’s competitive position requires periodic investment in manufacturing, engineering, quality standards, marketing, customer service and support, and distribution networks. Even with such investment, the Company may not be successful in maintaining its competitive position. The Company’s competitors may develop products that are superior to its products, or may develop methods of more efficiently and effectively providing products and services, or may adapt more quickly to new technologies or evolving customer requirements. Pricing pressures may require the Company to adjust the prices of its products downward to stay competitive. The Company may not be able to compete successfully with its existing competitors or with new competitors. Failure to compete successfully could negatively impact the Company’s sales, operating margins and overall financial performance.

10Availability and costs of raw materials and labor

~~Availability~~The Company could be adversely affected by raw material price volatility or an inability of its suppliers to meet quality and delivery requirements. We are required to maintain sufficient inventories to accommodate the needs of our customers, often with short lead times. Our business could be adversely affected if we fail to source and maintain adequate inventory levels. Raw material and energy expenses are substantial drivers of costs in the manufacture of pumps and changes in these costs are often unpredictable. While the Company manufactures certain parts and components used in its products, the Company’s business requires substantial amounts of raw materials, parts and ~~labor~~components to be purchased from suppliers. The availability and prices of raw materials, parts and components purchased from the Company’s suppliers may be subject to curtailment or change due to, among other things, suppliers’ allocations to other purchasers, interruptions or delays in production or deliveries by suppliers, changes in exchange rates, tariffs, changes in duty rates and changes in other trade barriers and import and export licensing requirements. The effects of international trade conflicts between the U.S. and its global trade partners including, without limitation, China, Mexico and Canada, may have an adverse impact on economic conditions, and commodity and raw materials pricing and availability.

The Company's ~~could~~business be adversely affected by raw material price volatility or an inability of its suppliers to meet quality and delivery requirements. We are required to maintain sufficient inventories to accommodate the needs of our customersdepends, ~~often with short lead times. Our business could be adversely affected if we fail to source and maintain adequate inventory levels. Raw material and energy expenses are substantial drivers of costs~~ in ~~the~~part, ~~manufacture~~upon ~~of pumps and changes in these costs are often unpredictable. While~~ the ~~Company~~adequate ~~manufactures~~recruitment ~~certain parts~~ and ~~components used in its products~~retention, ~~the~~and ~~Company’s~~continued ~~business~~service ~~requires substantial amounts~~ of, ~~raw~~key ~~materials~~managerial, ~~parts~~engineering, ~~and~~marketing, ~~components~~sales ~~to be purchased from suppliers. The availability~~ and ~~prices~~technical ~~of raw materials, parts~~ and ~~components~~operational ~~purchased~~personnel. ~~from~~Economic ~~the~~conditions ~~Company’s suppliers~~ may because ~~subject~~an toincreasingly ~~curtailment~~competitive orlabor ~~change due to~~market, ~~among~~which ~~other~~could ~~things,~~lead ~~suppliers’ allocations~~ to ~~other~~labor ~~purchasers,~~shortages ~~interruptions~~ or ~~delays~~increased inturnover ~~production or deliveries by suppliers, changes in exchange~~ rates, ~~tariffs~~within, ~~changes~~or inincreased ~~duty~~labor ~~rates~~costs ~~and~~to ~~changes~~maintain, inthe ~~other~~Company’s ~~trade~~employee ~~barriers and import and export licensing requirements~~base.

~~The~~These ~~Company's~~considerations ~~business~~may ~~depends,~~also inimpact ~~part,~~the ~~upon~~operations of the ~~adequate~~Company’s ~~recruitment~~suppliers, ~~and~~who ~~retention,~~may ~~and~~seek ~~continued~~to ~~service~~pass ~~of,~~along ~~key~~any ~~managerial,~~increased ~~engineering,~~costs ~~marketing,~~to ~~sales~~the ~~and~~Company. ~~technical~~Inflationary economic conditions and ~~operational~~tariffs ~~personnel~~may further increase these various costs. ~~Economic~~The ~~conditions~~Company may ~~cause~~not anbe ~~increasingly~~able ~~competitive~~to ~~labor~~pass ~~market,~~along ~~which~~any ~~could~~increased ~~lead~~material toor labor ~~shortages~~costs to customers for competitive or ~~increased~~other ~~turnover~~reasons. ~~rates~~A ~~within~~change in the availability of, or ~~increased~~increases ~~labor~~in the costs associated with raw materials, parts and components or labor and workforce could affect our ability to ~~maintain~~fulfill our customer backlog and materially affect our business, ~~the~~financial ~~Company’s~~condition, ~~employee~~results ~~base~~of operations or cash flows.

These considerations may also impact the operations of the Company’s suppliers, who may seek to pass along any increased costs to the Company. Inflationary economic conditions may further increase these various costs. The Company may not be able to pass along any increased material or labor costs to customers for competitive or other reasons. A change in the availability of, or increases in the costs associated with raw materials, parts and components or labor and workforce could affect our ability to fulfill our customer backlog and materially affect our business, financial condition, results of operations or cash flows.10

Cybersecurity threats

Increased global information technology security threats and more sophisticated and targeted computer crime pose a risk to the security of Gorman-Rupp’s systems and networks and to the confidentiality, availability, and integrity of its data. While the Company attempts to mitigate these risks by employing a number of measures, including employee training, comprehensive monitoring of its networks and systems, and the deployment of backup and protective systems, the Company’s systems, networks, proprietary information, products, solutions and services remain potentially vulnerable to advanced persistent threats. Depending on their nature and scope, such threats could potentially lead to liability for damages or the loss of confidential information including as a result of, but not limited to, the compromising of confidential information relating to customer, supplier, or employee data, improper use of the Company’s systems and networks, manipulation and destruction of data, defective products, production downtimes and operational disruptions which, in turn, could adversely affect Gorman-Rupp’s reputation, competitiveness and results of operations.

~~Compliance~~Artificial ~~with,~~intelligence ~~and~~presents ~~costs~~risks ~~related to, a variety of import~~ and ~~export~~challenges ~~laws~~that ~~and~~can ~~regulations~~impact our business

~~The~~Issues ~~Company~~in isthe ~~subject~~development toand ause ~~variety~~ of ~~laws~~artificial ~~and~~intelligence, ~~regulations~~combined ~~regarding~~with ~~international~~an ~~operations~~uncertain regulatory environment, ~~including~~may ~~regulations~~result ~~issued~~in byreputational ~~the~~harm, ~~U.S.~~liability ~~Department~~or ofother ~~Commerce~~adverse ~~Bureau~~consequences ofto ~~Industry~~our ~~and~~business ~~Security~~operations. ~~and~~As ~~various~~with ~~other~~many ~~domestic~~technological innovations, artificial intelligence presents risks and ~~foreign~~challenges ~~governmental~~that ~~agencies~~could impact our business. ~~Actual~~We orwork ~~alleged~~with ~~violations~~vendors ofthat ~~import-export~~incorporate ~~laws~~artificial ~~could~~intelligence ~~result~~tools ininto ~~enforcement~~their ~~actions~~offerings and~~/or~~ ~~financial~~the ~~penalties.~~providers ~~The~~of ~~Company~~these ~~cannot~~artificial ~~predict~~intelligence ~~the~~tools ~~nature,~~may ~~scope~~not ormeet ~~effect~~existing ofor ~~future~~rapidly evolving regulatory ~~requirements~~or industry standards with respect to ~~which~~privacy and data protection and may inhibit our ~~international~~or ~~operations~~our vendors’ ability to maintain an adequate level of service and ~~trading~~experience. ~~practices~~If ~~might~~we, beour ~~subject~~vendors, or ~~the~~our ~~manner~~third-party inpartners ~~which~~experience ~~existing~~an ~~laws~~actual or ~~regulations~~perceived ~~might~~breach beor ~~administered~~privacy or ~~interpreted.~~security ~~Future~~incident ~~legislation~~because orof ~~regulations~~the ~~could~~use ~~limit~~of generative artificial intelligence, we may lose valuable intellectual property and confidential information and our reputation and the ~~countries~~public inperception ~~which~~of ~~certain~~the effectiveness of our ~~products~~security ~~may~~measures could be ~~manufactured~~harmed. orFurther, ~~sold~~bad oractors ~~could~~around ~~restrict~~the ~~our~~world ~~access~~use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information and ~~increase~~intellectual ~~the~~property. ~~cost~~Any of ~~obtaining~~these outcomes could damage our reputation, ~~products~~result ~~from~~in ~~foreign~~the ~~sources~~loss of valuable property and information and adversely impact our business.

~~Environmental~~Compliance ~~compliance~~with, and costs related to, a variety of import and ~~liabilities~~export laws and regulations

The Company’s ~~operations~~is ~~and properties are~~ subject to ~~numerous~~a ~~domestic~~variety ~~and~~of ~~foreign environmental~~ laws and regulations ~~which~~regarding ~~can~~international ~~impose~~operations, ~~operating~~including ~~and/or~~regulations ~~financial~~issued ~~sanctions~~by ~~for~~the ~~violations~~U.S. ~~Moreover,~~Department ~~environmental~~of ~~and~~Commerce ~~sustainability~~Bureau ~~initiatives,~~of ~~practices,~~Industry ~~rules~~ and ~~regulations~~Security ~~are~~and ~~under~~various ~~increasing~~other ~~scrutiny~~domestic ofand ~~both~~foreign governmental ~~and~~agencies. ~~non-governmental~~Actual ~~bodies~~or ~~and~~alleged ~~may~~violations ~~require~~of ~~changes~~import-export tolaws ~~the~~could ~~Company’s~~result ~~operational~~in ~~practices,~~enforcement ~~standards~~actions and/or ~~expectations~~financial ~~and,~~penalties. inThe ~~turn, increase the~~ Company’s ~~compliance~~cannot ~~costs.~~predict ~~Periodically,~~ the ~~Company has incurred~~nature, ~~and~~scope itor ~~expects~~effect toof ~~continue~~future toregulatory ~~incur,~~requirements ~~operating and capital costs~~ to ~~comply~~which ~~with~~our ~~environmental~~international ~~requirements.~~operations ~~The~~and ~~Company~~trading ~~monitors~~practices ~~its~~might ~~environmental~~be ~~responsibilities,~~subject ~~together~~or ~~with~~the ~~trends~~manner in ~~the~~which ~~related~~existing laws, ~~and~~or ~~believes~~regulations itmight isbe inadministered ~~substantial~~or ~~compliance~~interpreted. ~~with~~Future ~~current~~legislation or regulations. Ifcould limit the ~~Company~~countries isin ~~required~~which tocertain ~~incur~~of ~~increased~~our ~~compliance~~products ~~costs~~may orbe ~~violates~~manufactured ~~environmental laws~~ or ~~regulations,~~sold ~~future environmental compliance expenditures~~ or ~~liabilities~~ could ~~have~~restrict aour ~~material~~access ~~adverse~~to, ~~effect~~and onincrease ~~our~~the ~~financial~~cost ~~condition, results~~ of ~~operations~~obtaining, orproducts ~~cash~~from ~~flows~~foreign sources.

11Environmental compliance costs and liabilities

~~Exposure~~The Company’s operations and properties are subject to ~~fluctuations~~numerous indomestic and foreign ~~currency~~environmental ~~exchange~~laws ~~rates~~and regulations which can impose operating and/or financial sanctions for violations. Moreover, environmental and sustainability initiatives, practices, rules and regulations are under increasing scrutiny of both governmental and non-governmental bodies and may compel the Company to implement changes to its operational practices, standards and expectations and, in turn, increase the Company’s compliance costs. Periodically, the Company has incurred, and it expects to continue to incur, operating and capital costs to comply with environmental requirements. The Company monitors its environmental responsibilities, together with trends in the related laws, and believes it is in substantial compliance with current regulations. If the Company incurs increased compliance costs or violates environmental laws or regulations, future environmental compliance expenditures or liabilities could have a material adverse effect on our financial condition, results of operations or cash flows.

~~The~~Exposure ~~Company is exposed~~ to fluctuations in foreign currency exchange rates, particularly with respect to the Euro, Canadian Dollar, South African Rand and British Pound. Any significant change in the value of these currencies could affect the Company’s ability to sell products competitively and control its cost structure, which could have a material effect on its financial condition, results of operations or cash flows.

~~Conditions~~The Company is exposed to fluctuations in foreign ~~countries~~currency exchange rates, particularly with respect to the Euro, Canadian Dollar, South African Rand and British Pound. Any significant change in ~~which~~the value of these currencies could affect the Company’s ~~conducts~~ability ~~business~~to sell products competitively and control its cost structure, which could have a material effect on its financial condition, results of operations or cash flows.

In 2023, 25% of the Company’s net sales were to customers outside the United States. The Company expects its international and export sales to continue to be a significant portion of its revenue. The Company’s sales from international operations and export sales, and the availability and prices of certain raw materials, parts, and components, are subject, in varying degrees, to risks inherent to doing business outside the United States. These risks include, but are not limited to, the following, some of which are further addressed in our other Risk Factors:11

●Conditions ~~Possibility~~in offoreign ~~unfavorable~~countries ~~circumstances~~in ~~arising~~which ~~from~~the ~~host~~Company ~~country~~conducts ~~laws or regulations;~~business

●In ~~Currency~~2024, ~~exchange~~25% ~~rate~~of ~~fluctuations~~the Company’s net sales were to customers outside the United States. The Company expects its international and ~~restrictions~~export onsales ~~currency~~to ~~repatriation;~~continue to be a significant portion of its revenue. The Company’s sales from international operations and export sales, and the availability and prices of certain raw materials, parts, and components, are subject, in varying degrees, to risks inherent to doing business outside the United States. These risks include, but are not limited to, the following, some of which are further addressed in our other Risk Factors:

● ~~Potential~~Possibility ~~negative~~of ~~consequences~~unfavorable circumstances arising from ~~changes~~host tocountry ~~taxation~~laws ~~policies~~or regulations;

● ~~Disruption~~Currency ofexchange ~~operations~~rate ~~from~~fluctuations ~~labor~~and orrestrictions ~~political~~on ~~disturbances,~~currency ~~or public health crises~~repatriation;

● ~~Changes~~Potential innegative ~~tariffs,~~consequences ~~duty~~from ~~rates,~~changes ~~and~~to ~~other~~taxation ~~trade barriers and import and export licensing requirements~~policies;

● ~~Increased~~Disruption ~~costs and risks~~ of ~~developing, staffing and simultaneously managing a number of global~~ operations asfrom alabor ~~result~~or ofpolitical ~~distance~~disturbances, asor ~~well~~public ashealth ~~language and cultural differences~~crises; ~~and~~

● ~~Insurrections~~Changes in tariffs, ~~armed~~duty ~~conflicts~~rates, ~~terrorism~~and orother ~~war.~~trade barriers and import and export licensing requirements;

~~Any~~● Increased costs and risks of ~~these~~developing, ~~events~~staffing ~~could~~and ~~have~~simultaneously anmanaging ~~adverse~~a ~~impact~~number onof ~~the~~global ~~Company’s~~operations ~~business~~as a result of distance as well as language and ~~operations.~~cultural differences; and

~~Changes~~● inInsurrections, ~~our~~armed ~~tax~~conflicts, ~~rates~~terrorism ~~and~~or ~~exposure to additional income tax liabilities~~war.

~~Gorman-Rupp~~In isparticular, ~~subject~~the toeffects ~~income~~on ~~and other taxes in~~ the ~~United~~global ~~States~~economy ~~federal~~from ~~jurisdiction~~international ~~and~~trade ~~various~~conflicts ~~local,~~between ~~state~~the ~~and foreign jurisdictions~~U.S. ~~The~~and ~~Company’s~~its ~~future~~global ~~effective~~trade ~~income~~partners ~~tax~~including, ~~rates~~without ~~could~~limitation, beChina, ~~unfavorably~~Mexico ~~affected~~and ~~by various factors~~Canada, ~~including~~and ~~changes~~any inescalation ~~the~~or ~~tax~~broadening ~~rates~~of asarmed ~~well~~conflicts asin ~~rules~~Ukraine and ~~regulations~~the inMiddle ~~relevant jurisdictions. In addition~~East, ~~the~~including ~~amount~~attacks ofon ~~income~~shipping ~~taxes~~vessels ~~paid~~in iskey ~~subject~~shipping toroutes, ~~ongoing~~are ~~audits by U~~uncertain.S. ~~federal,~~Any ~~state~~of ~~and~~these ~~local~~events ~~tax~~or ~~authorities~~those ~~and~~referenced byabove ~~non-U.S.~~could ~~authorities. If~~have ~~these~~an ~~audits~~adverse ~~result~~impact inon ~~assessments different from amounts recorded,~~ the Company’s ~~future~~business ~~financial~~and ~~results may include unfavorable adjustments~~operations.

~~ITEM~~Changes ~~1B.~~in ~~UNRESOLVED~~our ~~STAFF~~tax ~~COMMENTS~~rates and exposure to additional income tax liabilities

~~None~~Gorman-Rupp is subject to income and other taxes in the United States federal jurisdiction and various local, state and foreign jurisdictions. The Company’s future effective income tax rates could be unfavorably affected by various factors, including changes in the tax rates as well as rules and regulations in relevant jurisdictions. In addition, the amount of income taxes paid is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. authorities. If these audits result in assessments different from amounts recorded, the Company’s future financial results may include unfavorable adjustments.

ITEM 1C1B. ~~CYBERSECURITY~~UNRESOLVED STAFF COMMENTS

The Company recognizes the importance of developing, implementing, and maintaining cybersecurity measures to ensure the security of our information systems and networks and the confidentiality, availability, and integrity of our dataNone.

~~Risk~~ITEM ~~management~~1C. ~~and strategy~~CYBERSECURITY

The Company ~~continues~~recognizes tothe ~~build~~importance ~~its culture~~ of ~~security~~developing, implementing, and ~~has~~maintaining ~~integrated~~ cybersecurity ~~risk~~measures ~~management~~to ~~into~~ensure ~~our~~the ~~broader~~security ~~enterprise risk management process. This integration ensures that cybersecurity considerations are an integral part~~ of our ~~decision-making~~information ~~processes~~systems and ~~operational~~networks ~~practices.~~and ~~Our~~the ~~information~~confidentiality, ~~technology~~availability, ~~department works closely with our senior management team to continuously evaluate~~ and ~~address~~integrity ~~cybersecurity~~of ~~risks in alignment with~~ our ~~business objectives and operational needs~~data.

12Risk management and strategy

The Company ~~provides~~continues ~~training~~ to ~~all~~build ~~employees~~its ~~that~~culture ~~reinforces~~of ~~the~~security ~~Company’s~~and ~~information~~has ~~technology~~integrated cybersecurity risk ~~and~~management ~~security~~into our broader enterprise risk management ~~policies,~~process. ~~standards~~This ~~and~~integration ~~practices,~~ensures asthat ~~well~~cybersecurity asconsiderations ~~the~~are ~~expectation~~an ~~that~~integral ~~employees~~part ~~comply~~of ~~with~~our ~~these~~decision-making ~~policies~~processes and operational practices. ~~The~~Our ~~training~~information ~~assists~~technology department, including employees ~~with~~dedicated ~~identifying~~to ~~potential~~the area of cybersecurity ~~risks~~risk ~~and~~management, ~~threats~~works ~~and~~closely ~~how~~with our senior management team to ~~protect~~continuously ~~the~~evaluate ~~Company’s~~and ~~resources~~address cybersecurity risks in alignment with our business objectives and ~~information~~operational needs. ~~This~~Employees ~~training~~within isthe ~~mandatory~~information ~~for~~technology ~~all~~department ~~employees~~that ~~globally~~are focused on acybersecurity attend periodic ~~basis,~~external ~~and~~training itto isstay ~~supplemented~~current byon ~~firmwide~~potential ~~internal~~cybersecurity risks and ~~external~~threats ~~service~~and ~~providers~~how ~~testing~~to ~~initiatives,~~best ~~including~~protect ~~frequent~~the ~~phishing~~Company ~~tests~~from these risks and threats.

In addition to the employee training program, the Company has created an information security incident response policy and team. The risks related to cybersecurity, including the effectiveness of our training programs, are monitored on an ongoing basis by our information technology department and external service providers. In addition, to assess the incident response policy, periodically the Company engages a third-party expert to oversee a cybersecurity incident response training exercise and to facilitate group discussions regarding the effectiveness of the Company’s cybersecurity incident response strategies and tactics.12

~~Recognizing~~The ~~the~~Company ~~complexity~~provides ~~and~~training ~~evolving~~to ~~nature~~all ofemployees ~~cybersecurity~~that ~~threats,~~reinforces ~~Gorman-Rupp~~the ~~engages~~Company’s ~~with~~information atechnology ~~range~~risk ofand ~~external~~security ~~experts~~management policies, ~~including~~standards ~~cybersecurity~~and ~~assessors~~practices, ~~consultants,~~as ~~and~~well ~~auditors,~~as inthe ~~evaluating~~expectation ~~and~~that ~~testing~~employees ~~our~~comply ~~risk~~with ~~management~~these ~~systems~~policies. ~~These~~The ~~external~~training ~~experts~~assists ~~leverage~~employees ~~their~~with ~~specialized~~identifying ~~knowledge~~potential cybersecurity risks and ~~insights~~threats onand ~~cybersecurity~~how to ~~assess~~protect the Company’s resources and ~~enhance~~information. ~~our~~This ~~internal~~training ~~policies~~is ~~and~~mandatory ~~processes~~for ~~through~~all ~~regular~~employees ~~audits,~~globally ~~threat~~on ~~assessments~~a periodic basis, and ~~consultation~~it onis ~~security~~supplemented ~~enhancements~~by firmwide internal and ~~strategies~~external service providers testing initiatives, including frequent phishing tests.

WeIn ~~have~~addition ~~not~~to ~~encountered~~the employee training program, the Company has created an information security incident response policy and team. The response team includes the Executive Officers of the Company, the Vice President of Information Technology, the Manager of IT Security, the Vice President of Human Resources and other functional and operational area experts as needed. The risks related to cybersecurity, ~~challenges~~including ~~that~~the ~~have~~effectiveness ~~materially~~of ~~impaired~~our training programs, are monitored on an ongoing basis by our ~~operations~~information ortechnology ~~financial~~department ~~standing.~~and ~~See~~external ~~Item~~service 1Aproviders. ~~Risk~~In ~~Factors~~addition, –to ~~General~~assess ~~Risk~~the ~~Factors~~incident -response ~~Cybersecurity~~policy, ~~threats~~annually the Company conducts cybersecurity incident response training exercises to evaluate the effectiveness of the Company’s cybersecurity incident response strategies and tactics.

~~Governance~~The Company recognizes the complexity and evolving nature of cybersecurity threats. The Company utilizes a number of third-party software solutions, including full-time external monitoring, that are intended to detect and prevent potential cybersecurity threats. In addition, Gorman-Rupp engages with a range of external experts, including cybersecurity assessors, consultants, and auditors, in evaluating and testing our risk management systems. These external experts leverage their specialized knowledge and insights on cybersecurity to assess and enhance our internal policies and processes through regular audits, threat assessments, and consultation on security enhancements and strategies.

~~The~~We ~~Board~~have ofnot ~~Directors~~encountered ~~believes~~cybersecurity challenges that ~~control~~have ~~and~~materially ~~management~~impaired ofour ~~risk~~operations ~~are~~or ~~primary~~financial ~~responsibilities of senior management of the Company~~standing. AsSee aItem ~~general matter, the entire Board of Directors is responsible for oversight of this important senior management function~~1A. ~~The~~Risk ~~Audit~~Factors ~~Committee~~– isGeneral ~~responsible~~Risk toFactors ~~the~~- ~~Board~~Cybersecurity ~~for the organizational oversight of the Company’s comprehensive enterprise risk management plan, including cyber risks~~threats. ~~The Audit Committee is composed of board members with diverse expertise, including risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively.~~

Senior management plays a pivotal role in informing the Audit Committee on cybersecurity risks. The information technology department regularly informs the Chief Financial Officer (CFO) of all aspects related to cybersecurity risks and incidents. This ensures that senior management is kept abreast of the cybersecurity posture and potential risks. The senior management team presents updates to the Audit Committee quarterly and, as necessary, to the full Board. These regular reports include detailed updates on the Company’s performance preparing for, preventing, detecting, responding to and recovering from cyber incidents, if applicable.Governance

~~ITEM~~The 2Board of Directors believes that control and management of risk are primary responsibilities of senior management of the Company. ~~PROPERTIES~~As a general matter, the entire Board of Directors is responsible for oversight of this important senior management function. The Audit Committee is responsible to the Board for the organizational oversight of the Company’s comprehensive enterprise risk management plan, including cyber risks. The Audit Committee is composed of board members with diverse expertise, including risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively.

~~The~~Senior ~~Company~~management ~~conducts~~plays ~~business~~a atpivotal ~~plants~~role ~~and offices that are owned or leased and located~~ in informing the ~~United~~Audit ~~States~~Committee ~~and~~on ~~other~~cybersecurity ~~countries as described below~~risks. The ~~following~~information ~~table~~technology ~~sets~~department ~~forth~~regularly informs the ~~location,~~Chief ~~approximate~~Financial ~~size,~~Officer ~~principal~~(CFO) ~~use, markets served, ownership status and utilization~~ of ~~each~~all ofaspects ~~our~~related ~~material facilities. Our facilities have the capacity~~ to ~~work~~cybersecurity ~~three~~risks ~~full-time~~and ~~shifts~~incidents. upThis toensures ~~seven~~that ~~days~~senior ~~per~~management ~~week~~is askept ~~well~~abreast asof ~~automated machining running during unstaffed hours, which~~ the ~~Company~~cybersecurity ~~defines~~posture asand ~~full~~potential ~~utilization~~risks. At ~~partial~~The ~~utilization,~~senior ~~our~~management ~~facilities~~team ~~are~~presents ~~working~~updates ~~one~~to ~~fully~~the ~~staffed~~Audit ~~shift~~Committee ~~five~~quarterly ~~days~~and, ~~per~~as ~~week~~necessary, ~~supplemented~~to ~~with~~the ~~partial~~full ~~second shifts and running certain automated machining operations during peak periods~~Board. WeThese ~~believe~~regular wereports ~~make~~include ~~effective~~detailed ~~use~~updates ofon ~~our~~the ~~productive~~Company’s ~~capacities~~performance atpreparing ~~our~~for, ~~facilities.~~preventing, ~~We consider our plants~~detecting, ~~machinery~~responding ~~and equipment~~ to ~~be well maintained~~ and inrecovering ~~good~~from ~~operating~~cyber ~~condition.~~incidents, Weif ~~believe the quality and production capacity of our facilities is sufficient to maintain our competitive position for the foreseeable future~~applicable.

13ITEM 2. PROPERTIES

Properties	Approximate Sq Footage	Principal Use	Markets Served	Owned/ Leased	Utilization
United States
Bellville, OH	98,000	Manufacturing, R&D	Industrial, OEM	Owned	Partial
Fort Wayne, IN	125,000	Manufacturing, R&D	Industrial, agriculture, construction	Owned	Partial
Glendale, AZ	32,000	Manufacturing, R&D	Industrial, agriculture, municipal, pretroleum, OEM	Owned	Partial
Lenexa, KS	142,000	Manufacturing	Industrial, agriculture, construction	Leased	Partial
Lubbock, TX	60,000	Manufacturing	Industrial, agriculture, municipal, pretroleum, OEM	Owned	Partial
Mansfield, OH (2 properties)	970,000	Corporate HQ, Manufacturing, R&D	Industrial, construction, municipal, pretroleum, OEM	Owned	Partial
Olive Branch, MS	62,000	Manufacturing	Industrial, agriculture, municipal, pretroleum, OEM	Owned	Partial
Royersford, PA (2 properties)	120,000	Manufacturing	Industrial, agriculture, construction, municipal, OEM	Owned	Partial
Toccoa, GA	295,000	Manufacturing, R&D	Industrial, fire, municipal	Owned	Partial
Other Countries
County Westmeath, Ireland	42,000	Manufacturing	Industrial, fire, municipal	Owned	Partial
Waardenburg, The Netherlands	41,000	Manufacturing	Industrial, agriculture, construction, municipal, pretroleum, OEM	Owned	Partial
St. Thomas, Ontario, Canada	63,000	Manufacturing	Industrial, agriculture, construction, municipal, pretroleum, OEM	Owned	Partial
Johannesburg, South Africa	38,000	Manufacturing	Industrial, agriculture, construction, municipal, pretroleum, OEM	Owned	Partial
Namur, Belgium	18,000	Manufacturing	Industrial, agriculture, construction, municipal, pretroleum, OEM	Owned	Partial

The Company conducts business at plants and offices that are owned or leased and located in the United States and other countries as described below. The following table sets forth the location, approximate size, principal use, markets served, ownership status and utilization of each of our material facilities. Our facilities have the capacity to work three full-time shifts up to seven days per week as well as automated machining running during unstaffed hours, which the Company defines as full utilization. At partial utilization, our facilities are working one fully staffed shift five days per week, supplemented with partial second shifts and running certain automated machining operations during peak periods. We believe we make effective use of our productive capacities at our facilities. We consider our plants, machinery and equipment to be well maintained and in good operating condition. We believe the quality and production capacity of our facilities is sufficient to maintain our competitive position for the foreseeable future.

~~ITEM 3. LEGAL PROCEEDINGS~~13

For over twenty years, numerous business entities in the pump and fluid-handling industries, as well as a multitude of companies in many other industries, have been targeted in a series of lawsuits in several jurisdictions by various individuals seeking redress to claimed injury as a result of the entities’ alleged use of asbestos in their products. Since 2001, the Company and some of its subsidiaries have been involved in this mass-scaled litigation, typically as one of many co-defendants in a particular proceeding. The allegations in the lawsuits involving the Company and/or its subsidiaries have been vague, general and speculative. Most of these lawsuits have been dismissed without advancing beyond the early stage of discovery, some as a result of nominal monetary settlements recommended for payment by the Company's insurers. The claims and related legal expenses generally have been covered by the Company's insurance, subject to applicable deductibles and limitations. Accordingly, this series of lawsuits has not, cumulatively or individually, had a material adverse impact on the Company's consolidated results of operations, liquidity or financial condition, nor is it expected to have any such impact in the future, based on the current knowledge of the Company.

Properties	Approximate Sq Footage	Principal Use	Markets Served	Owned/ Leased	Utilization
United States
Bellville, OH	98,000	Manufacturing, R&D	Industrial, OEM	Owned	Partial
Fort Wayne, IN	125,000	Manufacturing, R&D	Industrial, agriculture, construction	Owned	Partial
Glendale, AZ	32,000	Manufacturing, R&D	Industrial, agriculture, municipal, petroleum, OEM	Owned	Partial
Lenexa, KS	142,000	Manufacturing	Industrial, agriculture, construction	Leased	Partial
Lubbock, TX	60,000	Manufacturing	Industrial, agriculture, municipal, petroleum, OEM	Owned	Partial
Mansfield, OH (2 properties)	970,000	Corporate HQ, Manufacturing, R&D	Industrial, construction, municipal, petroleum, OEM	Owned	Partial
Olive Branch, MS	62,000	Manufacturing	Industrial, agriculture, municipal, petroleum, OEM	Owned	Partial
Royersford, PA (2 properties)	120,000	Manufacturing	Industrial, agriculture, construction, municipal, OEM	Owned	Partial
Toccoa, GA	295,000	Manufacturing, R&D	Industrial, fire, municipal	Owned	Partial

Other Countries
County Westmeath, Ireland	42,000	Manufacturing	Industrial, fire, municipal	Owned	Partial
Waardenburg, The Netherlands	41,000	Manufacturing	Industrial, agriculture, construction, municipal, petroleum, OEM	Owned	Partial
St. Thomas, Ontario, Canada	63,000	Manufacturing	Industrial, agriculture, construction, municipal, petroleum, OEM	Owned	Partial
Johannesburg, South Africa	38,000	Manufacturing	Industrial, agriculture, construction, municipal, petroleum, OEM	Owned	Partial
Namur, Belgium	18,000	Manufacturing	Industrial, agriculture, construction, municipal, petroleum, OEM	Owned	Partial

14ITEM 3. LEGAL PROCEEDINGS

InFor ~~addition~~over twenty years, numerous business entities in the pump and fluid-handling industries, as well as a multitude of companies in many other industries, have been targeted in a series of lawsuits in several jurisdictions by various individuals seeking redress to claimed injury as a result of the entities’ alleged use of asbestos in their products. Since 2001, the Company and~~/or~~ some of its subsidiaries ~~are~~have ~~parties~~been involved in athis ~~small~~mass-scaled ~~number~~litigation, typically as one of ~~legal~~many ~~proceedings~~co-defendants ~~arising~~in a particular proceeding. The allegations in the ~~ordinary~~lawsuits ~~course~~involving the Company and/or its subsidiaries have been vague, general and speculative. Most of ~~business~~these lawsuits have been dismissed without advancing beyond the early stage of discovery, some as a result of nominal monetary settlements recommended for payment by the Company's insurers. ~~Management~~The ~~does~~claims and related legal expenses generally have been covered by the Company's insurance, subject to applicable deductibles and limitations. Accordingly, this series of lawsuits has not, ~~currently~~cumulatively ~~believe~~or ~~that~~individually, ~~these~~had ~~proceedings~~a ~~will~~material ~~materially~~adverse impact on the Company’'s consolidated results of operations, liquidity or financial condition, nor is it expected to have any such impact in the future, based on the current knowledge of the Company.

~~ITEM 4. MINE SAFETY DISCLOSURES~~14

~~Not~~In ~~applicable~~addition, the Company and/or its subsidiaries are parties in a small number of legal proceedings arising in the ordinary course of business. Management does not currently believe that these proceedings will materially impact the Company’s consolidated results of operations, liquidity or financial condition.

~~INFORMATION~~ITEM ~~ABOUT~~4. ~~OUR~~MINE ~~EXECUTIVE~~SAFETY ~~OFFICERS~~ DISCLOSURES

~~The~~Not ~~following table sets forth certain information with respect to the executive officers of the Company as of January 31, 2024:~~ applicable.

Name	Age	Office	Date Elected to Executive Office Position
Jeffrey S. Gorman	71	Executive Chairman	1998
Scott A. King	49	President and Chief Executive Officer	2019
James C. Kerr	61	Executive Vice President and Chief Financial Officer	2017
Brigette A. Burnell	48	Executive Vice President, General Counsel and Corporate Secretary	2014

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

MrJeffrey S. Gorman ~~was~~transitioned ~~elected~~from Executive Chairman ~~effective~~to ~~January 1, 2022 after previously serving as~~ Chairman ofon ~~the~~January ~~Board since April 25~~3, ~~2019,~~2025. ~~Chief~~The ~~Executive~~following ~~Officer~~table ~~from~~sets ~~May 1,~~forth ~~1998~~certain toinformation ~~December~~with ~~31,~~respect ~~2021 and as President from 1998~~ to ~~2020 after having served as Senior Vice President since 1996. Mr. Gorman also held~~ the ~~position~~executive ofofficers ~~General Manager~~ of the ~~Gorman-Rupp~~Company ~~Pumps USA division from 1989 through 2005. He served~~ as ~~Assistant General Manager from 1986 to 1988; and he held the office~~ of ~~Corporate~~January ~~Secretary~~31, ~~from 1982 to 1990. He has served as a Director of the Company continuously since 1989.~~2025:

Mr. King was elected Chief Executive Officer effective January 1, 2022 in addition to his role as President. Mr. King served as President and Chief Operating Officer since January 1, 2021 after previously serving as Vice President and Chief Operating Officer since April 25, 2019. Mr. King also previously served as Vice President of Operations effective March 1, 2018 and as Vice President from April 1, 2017 to February 28, 2018. Mr. King previously held positions with the Gorman-Rupp Pumps USA division of the Company as Vice President and General Manager from January 1, 2014 until March 31, 2017, Vice President of Operations from June 1, 2010 until December 31, 2013, Director of Manufacturing from July 1, 2007 until May 31, 2010 and Manufacturing Manager from November 1, 2004 until June 30, 2007. He has served as a Director of the Company continuously since 2021.

Name	Age	Office	Date Elected to Executive Office Position
Scott A. King	50	President and Chief Executive Officer	2019
James C. Kerr	62	Executive Vice President and Chief Financial Officer	2017
Brigette A. Burnell	49	Executive Vice President, General Counsel and Corporate Secretary	2014

Mr. ~~Kerr~~King was elected Chief Executive ~~Vice~~Officer effective January 1, 2022 in addition to his role as President. Mr. King served as President and Chief ~~Financial~~Operating Officer ~~effective~~since January 1, 2021 after previously serving as Vice President and Chief ~~Financial~~Operating Officer since ~~March~~April 125, ~~2018~~2019. Mr. ~~Kerr~~King also previously served as ~~Chief~~Vice ~~Financial~~President ~~Officer~~of Operations effective ~~January~~March 1, ~~2017~~2018 and as Vice President ~~of Finance~~ from ~~July~~April 181, ~~2016~~2017 to ~~December~~February 3128, ~~2016~~2018. ~~Prior~~Mr. toKing ~~2016,~~previously ~~Mr.~~held ~~Kerr~~positions ~~served~~with asthe ~~both~~Gorman-Rupp ~~Executive~~Pumps USA division of the Company as Vice President and ~~Chief~~General ~~Financial~~Manager ~~Officer~~from ofJanuary ~~Jo-Ann~~1, ~~Stores~~2014 until March 31, 2017, Vice President of Operations from ~~2006~~June to1, ~~2015~~2010 ~~and~~until asDecember ~~Vice~~31, ~~President~~2013, ~~Controller~~Director of ~~Jo-Ann~~Manufacturing ~~Stores~~from July 1, 2007 until May 31, 2010 and Manufacturing Manager from ~~1998~~November to1, ~~2006~~2004 until June 30, 2007. He has served as a Director of the Company continuously since 2021.

MsMr. ~~Burnell~~ Kerr was elected Executive Vice President, ~~General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Financial Officer effective ~~March~~January 1, ~~2022~~2021 after previously serving as ~~Senior~~ Vice President, ~~General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Financial Officer since ~~January~~March 1, ~~2021~~2018. MsMr. ~~Burnell~~Kerr previously served as ~~Vice~~Chief ~~President,~~Financial ~~General~~Officer ~~Counsel and Corporate Secretary~~ effective ~~March~~January 1, ~~2018,~~2017 ~~General Counsel effective May 1, 2015,~~ and as ~~Corporate~~Vice ~~Secretary~~President ~~effective~~of ~~May 1,~~Finance ~~2014.~~from ~~Ms. Burnell~~July ~~previously served as Corporate Counsel effective May 1~~18, ~~2014.~~2016 ~~Ms. Burnell~~to ~~joined~~December ~~the Company as Corporate Attorney on January 2~~31, ~~2014~~2016. Prior to ~~2014~~2016, MsMr. ~~Burnell~~ Kerr served as ~~Corporate~~both ~~Counsel~~Executive ofVice ~~Red~~President ~~Capital~~and ~~Group~~Chief Financial Officer of Jo-Ann Stores from ~~2011~~2006 to ~~2013~~2015 and as anVice ~~Associate~~President, atController ~~Jones~~of ~~Day~~Jo-Ann Stores from ~~2002~~1998 to ~~2011~~2006.

15Ms. Burnell was elected Executive Vice President, General Counsel and Corporate Secretary effective March 1, 2022 after previously serving as Senior Vice President, General Counsel and Corporate Secretary since January 1, 2021. Ms. Burnell previously served as Vice President, General Counsel and Corporate Secretary effective March 1, 2018, General Counsel effective May 1, 2015, and as Corporate Secretary effective May 1, 2014. Ms. Burnell previously served as Corporate Counsel effective May 1, 2014. Ms. Burnell joined the Company as Corporate Attorney on January 2, 2014. Prior to 2014, Ms. Burnell served as Corporate Counsel of Red Capital Group from 2011 to 2013 and as an Associate at Jones Day from 2002 to 2011.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s Common Stock is listed on the New York Stock Exchange under the ticker symbol “GRC”. On February 1, ~~2024~~2025, there were 1,~~615~~534 registered holders of the Company’s common shares.

The Company currently expects to continue its exceptional history of paying regular quarterly dividends, and increased annual dividends. However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on an assessment of the Company’s financial condition and business outlook at the applicable time.15

~~PERFORMANCE~~The ~~GRAPH~~Company currently expects to continue its exceptional history of paying regular quarterly dividends, and increased annual dividends. However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on an assessment of the Company’s financial condition and business outlook at the applicable time.

~~The~~PERFORMANCE following stock price performance graph and related table compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, 2018 through December 31, 2023 in the Company’s common shares, the NYSE Composite Index, the NYSE American Index and a peer group of companies in the SIC Code 3561 Index — Pumps and Pumping Equipment. The stock price performance graph and related table is not necessarily indicative of future investment performance. This graph is not deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the graph shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended, or the Exchange Act.GRAPH

	2018		2019		2020		2021		2022		2023
The Gorman-Rupp Company		100.00		117.66		103.69		144.85		85.19		121.06
NYSE Composite		100.00		125.74		134.53		162.35		147.17		167.44
NYSE American		100.00		113.72		105.18		152.68		184.22		204.67
SIC Code 3561		100.00		130.86		154.18		180.36		164.11		188.23

The following stock price performance graph and related table compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, 2019 through December 31, 2024 in the Company’s common shares, the NYSE Composite Index, the NYSE American Index and a peer group of companies in the SIC Code 3561 Index — Pumps and Pumping Equipment. The stock price performance graph and related table is not necessarily indicative of future investment performance. This graph is not deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the graph shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended, or the Exchange Act.

	2019		2020		2021		2022		2023		2024
The Gorman-Rupp Company		100.00		88.13		123.11		72.40		102.89		111.97
NYSE Composite		100.00		106.99		129.12		117.04		133.16		154.20
NYSE American		100.00		92.49		134.26		162.00		179.98		183.58
SIC Code 3561		100.00		117.82		137.83		125.41		143.84		152.38

~~PURCHASES OF EQUITY SECURITIES~~16

~~(Amounts~~PURCHASES inOF ~~tables~~EQUITY ~~in thousands of dollars, except share and per share data)~~SECURITIES

On(Amounts ~~October~~in ~~29,~~tables ~~2021,~~in ~~the~~thousands ~~Company announced a share repurchase program~~ of ~~up to $50.0 million of the Company’s common shares. Shares may be repurchased from time to time by the Company through a variety of methods~~dollars, ~~which~~except ~~may include open-market transactions, pre-set trading plans designed in accordance with Rule 10b5-1, privately negotiated transactions, accelerated~~ share ~~repurchase transactions, or any combination of such methods. The actual number of shares repurchased will depend on prevailing market conditions, alternative uses of capital~~ and ~~other~~per ~~factors,~~share and will be determined at management’s discretion. The Company is not obligated to make any purchases under the program, and the program may be suspended or discontinued at any time. The program does not have an expiration date.data)

Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced program		Approximate dollar value of shares that may yet be purchased under the program
October 1 to October 31, 2023		-		-		-	$	48,067
November 1 to November 30, 2023		-		-		-		48,067
December 1 to December 31, 2023		-		-		-		48,067
Total		-		-		-	$	48,067

On October 29, 2021, the Company announced a share repurchase program of up to $50.0 million of the Company’s common shares. Shares may be repurchased from time to time by the Company through a variety of methods, which may include open-market transactions, pre-set trading plans designed in accordance with Rule 10b5-1, privately negotiated transactions, accelerated share repurchase transactions, or any combination of such methods. The actual number of shares repurchased will depend on prevailing market conditions, alternative uses of capital and other factors, and will be determined at management’s discretion. The Company is not obligated to make any purchases under the program, and the program may be suspended or discontinued at any time. The program does not have an expiration date.

ITEM 6. RESERVED

Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced program		Approximate dollar value of shares that may yet be purchased under the program
October 1 to October 31, 2024		-		-		-	$	48,067
November 1 to November 30, 2024		-		-		-		48,067
December 1 to December 31, 2024		-		-		-		48,067
Total		-		-		-	$	48,067

17ITEM 6. RESERVED

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~17

~~(Amounts~~ITEM in7. ~~tables~~MANAGEMENT’S inDISCUSSION ~~thousands~~AND ofANALYSIS ~~dollars,~~OF ~~except~~FINANCIAL ~~for~~CONDITION ~~per~~AND ~~share~~RESULTS ~~data)~~OF OPERATIONS

~~Executive~~(Amounts ~~Overview~~in tables in thousands of dollars, except for per share data)

~~The~~Executive ~~Gorman-Rupp~~Overview Company (“we”, “our”, “Gorman-Rupp” or the “Company”) is a leading designer, manufacturer and international marketer of pumps and pump systems for use in diverse water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire suppression, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications. The Company attributes its success to long-term product quality, applications and performance combined with timely delivery and service, and continually seeks to develop initiatives to improve performance in these key areas.

WeThe ~~regularly~~Gorman-Rupp ~~invest~~Company in(“we”, ~~training~~“our”, ~~for~~“Gorman-Rupp” ~~our~~or ~~employees~~the “Company”) is a leading designer, inmanufacturer ~~new~~and ~~product~~international ~~development~~marketer of pumps and pump systems for use in ~~modern~~diverse ~~manufacturing~~water, ~~equipment~~wastewater, ~~technology~~construction, ~~and~~dewatering, ~~facilities~~industrial, ~~all~~petroleum, ~~designed~~original toequipment, ~~increase~~agriculture, ~~production~~fire ~~efficiency~~suppression, heating, ventilating and ~~capacity~~air conditioning (HVAC), military and ~~drive~~other ~~growth~~liquid-handling byapplications. ~~delivering~~The ~~innovative~~Company ~~solutions~~attributes its success to ~~our~~long-term ~~customers.~~product Wequality, ~~believe~~applications ~~that~~and ~~the~~performance ~~diversity~~combined ofwith ~~our~~timely ~~markets~~delivery isand aservice, ~~major~~and ~~contributor~~continually seeks to ~~the~~develop ~~generally~~initiatives ~~stable~~to ~~financial~~improve ~~growth~~performance wein ~~have~~these ~~produced~~key ~~historically~~areas.

OnWe ~~May~~regularly ~~31,~~invest ~~2022,~~in ~~the~~training ~~Company~~for ~~acquired~~our ~~the assets of Fill-Rite and Sotera (“Fill-Rite”)~~employees, ain ~~division~~new ofproduct ~~Tuthill~~development ~~Corporation,~~and ~~for $528.0 million. When adjusted for approximately $80.0 million~~ in ~~expected~~modern ~~tax~~manufacturing ~~benefits~~equipment, ~~the~~technology ~~net~~and ~~transaction~~facilities ~~value~~all isdesigned ~~approximately~~to ~~$448.0~~increase ~~million.~~production ~~The~~efficiency ~~Company~~and ~~funded~~capacity ~~the~~and ~~transaction~~drive ~~with~~growth ~~cash~~by ~~on-hand~~delivering ~~and~~innovative ~~new~~solutions ~~debt.~~to ~~The~~our ~~Company incurred $7~~customers.1 ~~million~~We ofbelieve ~~one-time~~that ~~acquisition costs during~~ the ~~year~~diversity ~~ended~~of ~~December~~our ~~31,~~markets ~~2022.~~is ~~The~~a ~~results~~major ofcontributor ~~operations~~to ~~for Fill-Rite from~~ the ~~acquisition~~generally ~~date~~stable ~~going~~financial ~~forward~~growth ~~are~~we ~~included~~have inproduced ~~the Company’s Consolidated Statements of Income~~historically.

The Company’s backlog of orders was $~~218~~206.10 million at December 31, ~~2023~~2024 compared to $~~267~~218.41 million at December 31, ~~2022~~2023, a decrease of 185.46%. ~~The backlog was reduced from record levels towards the end of 2022 and beginning of 2023. The backlog aging in 2023 was consistent with historical levels.~~ Approximately 90% of the Company’s backlog of unfilled orders is scheduled to be shipped during ~~2024~~2025, with the remainder principally during the first half of ~~2025~~2026.

Incoming orders for the year ending December 31, ~~2023~~2024, were $~~617~~659.63 million, an increase of 46.48%, compared to ~~2022~~2023.

On January 2524, ~~2024~~2025, the Board of Directors authorized the payment of a quarterly dividend of $0.18185 per share, representing the ~~296th~~300th consecutive quarterly dividend to be paid by the Company. During ~~2023~~2024, the Company again paid increased dividends and thereby attained its ~~51st~~52nd consecutive year of increased dividends. These consecutive years of increases continue to position Gorman-Rupp in the top 50 of all U.S. public companies with respect to number of years of increased dividend payments. The regular dividend yield at December 31, ~~2023~~2024 was 21.09%.

The Company currently expects to continue its exceptional history of paying regular quarterly dividends and increased annual dividends. However, any future dividends will be reviewed individually and declared by our Board of Directors at its discretion, dependent on our assessment of the Company’s financial condition and business outlook at the applicable time.

Outlook

~~Our~~Strong ~~backlog~~incoming ~~has~~orders ~~come down from the record levels that we saw~~ in ~~early~~2024 ~~2023~~and ~~but~~a ~~remains~~healthy ~~elevated~~backlog as weof ~~enter~~December 31, 2024. Weposition ~~expect~~us ~~backlog~~well to ~~return~~begin tothe ~~more~~new ~~normal levels during 2024~~year. We ~~Our diverse markets continue to be a strength and we~~ remain well positioned to benefit from infrastructure spending and the ~~increased~~strong demand for flood control and storm water management. We remain focused on delivering long-term profitable growth.

Results of Operations – Year ended December 31, ~~2023~~2024 compared to year ended December 31, ~~2022~~2023:

Net Sales

End Market	~~2023~~2024		~~2022~~2023		$ Change			% Change
Industrial	$	~~136~~131,~~978~~479	$	~~100~~136,~~826~~978	$	36(5,~~152~~499	)		35(4.90	%)
Fire		~~143~~121,~~551~~418		~~121~~143,~~001~~551		(22,~~550~~133	)		18(15.64	%)
Agriculture		8382,~~053~~224		5783,~~703~~053		~~25,350~~(829	)		43(1.90	%)
Construction		8685,~~996~~149		6086,~~557~~996		26(1,~~439~~847	)		43(2.71	%)
Municipal		78100,~~528~~019		6978,~~726~~528		821,~~802~~491			1227.64	%
Petroleum		2324,~~168~~188		1623,~~464~~168		61,~~704~~020			404.74	%
OEM		3740,~~708~~343		3437,~~820~~708		2,~~888~~635			87.30	%
Repair parts		6974,~~529~~847		5969,~~930~~529		95,~~599~~318			167.06	%
Total net sales	$	659,~~511~~667	$	~~521~~659,~~027~~511	$	~~138,484~~156			260.61	%

Net sales for ~~2023~~2024 ofwere $659.57 million ~~increased~~compared ~~26.6%~~to ornet sales of $~~138~~659.5 million ~~compared~~for to2023, ~~net~~an ~~sales~~increase of ~~$521.~~0.1% ~~million~~or in$0.2 ~~2022~~million. The increase in sales was due toprimarily ~~the inclusion of a full year of Fill-Rite sales compared~~ to ~~seven months of sales included in~~ the ~~prior year as well as an increase in volume and the~~ impact of pricing increases taken in ~~2022 and an annual price increase in~~ the first quarter of ~~2023~~2024. The Company’s two price increases in 2022, as well as the price increase in 2023 averaged between 4%-5%. Domestic sales increased 30.4% or $116.1 million and international sales increased 16.0% or $22.4 million compared to 2022.

Sales increased $3621.25 million in the ~~industrial~~municipal market ~~primarily~~and ~~due~~$5.3 tomillion in the ~~inclusion~~repair ofmarket adue ~~full year of Fill-Rite sales in 2023 compared~~ to ~~seven~~domestic ~~months~~flood ofcontrol ~~sales~~and ~~included~~wastewater inprojects ~~the~~related ~~prior year. In addition~~ to ~~the~~increased ~~increase~~infrastructure ~~from Fill-Rite~~investment, ~~industrial sales increased~~ $~~14.~~2.6 million ~~due~~in to the ~~strengthening~~OEM inmarket ~~the~~primarily ~~broader~~related ~~industrial~~to ~~economy.~~computer ~~Sales~~cooling, ~~increased~~and $251.40 million in the ~~agriculture~~petroleum market ~~due~~primarily ~~entirely~~driven toby ~~the~~increased ~~inclusion~~international ofrefueling aapplications. ~~full~~Offsetting ~~year~~these ofincreases ~~Fill-Rite~~was ~~sales~~a ~~compared~~decrease ~~to seven months~~ of ~~sales in the prior year. Sales increased~~ $2622.41 million in the ~~construction~~fire suppression market primarily ~~due~~resulting tofrom ~~the~~backlog ~~inclusion~~returning ofto amore ~~full~~normal ~~year~~levels. ofFire ~~Fill-Rite~~suppression sales ~~compared~~in to2023 ~~seven~~were ~~months~~up ofsignificantly ~~sales~~compared ~~included~~to in2022 as the ~~prior~~Company ~~year.~~was Inworking ~~addition~~ to ~~the~~return ~~increase~~backlog ~~from~~and ~~Fill-Rite,~~lead ~~construction~~times ~~sales~~to ~~increased~~normal ~~$8.9~~levels, ~~million~~which ~~due~~resulted toin ~~overall~~higher ~~strong~~2023 ~~conditions~~sales ~~including~~and ~~infrastructure~~a ~~related~~tougher ~~projects.~~year-over-year ~~Sales~~comparison ~~increased~~for ~~$22~~2024.6 ~~million~~Fire insuppression ~~the~~incoming ~~fire~~orders ~~market~~for ~~primarily~~2024 ~~from~~were ~~increased~~up ~~domestic commercial construction, $9~~1.65% ~~million~~when incompared ~~the repair market due~~ to ~~strengthening~~2023. Sales in ~~the~~2024 ~~broader~~also ~~industrial~~decreased ~~economy,~~ $85.85 million in the ~~municipal~~industrial market ~~due to domestic flood control~~ and ~~wastewater projects related to increased infrastructure investment, and~~ $21.8 million in the ~~OEM~~construction market., ~~Sales~~and ~~in the petroleum market increased~~ $60.78 million ~~primarily due to the inclusion of a full year of Fill-Rite sales compared to seven months of sales included~~ in the ~~prior~~agriculture ~~year as well as increased demand for larger petroleum transfer pumps~~market.

Cost of Products Sold and Gross Profit

	2023			2022			$ Change			% Change
	2024			2023			$ Change			% Change
Cost of products sold	$	~~463~~455,~~258~~339		$	~~390~~463,~~090~~258		$	73(7,~~168~~919	)		18(1.87%	%)
% of Net sales		7069.20	%		7470.92	%
Gross margin		2931.80	%		2529.18	%

Gross profit was $~~196~~204.3 million for ~~2023~~2024, resulting in gross margin of 2931.80%, compared to gross profit of $~~130~~196.93 million and gross margin of 2529.18% in ~~2022~~2023. The ~~470~~120 basis point increase in gross margin included a ~~380~~200 basis point improvement in cost of material, which consisted of a ~~favorable~~reduction in LIFO ~~impact~~expense of ~~240~~30 basis points, a favorable impact of 3020 basis points related to the amortization of acquired Fill-Rite ~~inventory~~customer ~~step-up~~backlog ~~that~~which ~~was~~occurred ~~recognized~~ in ~~2022~~2023 ~~that~~and did not ~~recur~~reoccur in ~~2023~~2024, and a ~~110~~150 basis point improvement from the realization of selling price increases. ~~The~~These ~~increase~~improvements inwere ~~gross~~partially ~~margin~~offset ~~also~~by ~~included~~an a80 90 basis point ~~improvement~~increase onin labor and overhead ~~leverage~~expenses ~~due~~as ~~to increased sales volume and sales mix which includes~~ a ~~full~~percent ~~year~~ of ~~Fill-Rite~~ sales indriven ~~2023~~by ~~compared~~increased tohealthcare ~~seven months in 2022~~costs.

19Selling, General and Administrative (SG&A) Expenses

For further discussion on the LIFO inventory costing method, see Note 1 “Summary of Significant Accounting Policies” and Note 4 “Inventories” in the Notes to our Consolidated Financial Statements.

	2024			2023			$ Change		% Change
Selling, general and administrative expenses	$	100,506		$	96,660		$	3,846		4.0	%
% of Net sales		15.2	%		14.7	%

~~Selling,~~SG&A ~~General~~expenses were $100.5 million and ~~Administrative~~15.2% (of net sales in 2024 compared to $96.7 million and 14.7% of net sales in 2023. SG&A) ~~Expenses~~expenses for 2024 included $1.3 million of refinancing transaction costs and a $1.1 million gain on the sale of a fixed asset. SG&A expenses increased due to healthcare costs, as well as increased selling activity.

	2023			2022			$ Change		% Change
Selling, general and administrative expenses	$	96,660		$	83,117		$	13,543		16.3	%
% of Net sales		14.7	%		16.0	%

~~Selling,~~Operating general and administrative (“SG&A”) expenses were $96.7 million and 14.7% of net sales in 2023 compared to $83.1 million and 16.0% of net sales in 2022. SG&A expenses in 2022 included $7.1 million of one-time acquisition costs. Excluding acquisition costs of $7.1 million, SG&A expenses were $76.0 million and 14.6% of net sales in 2022. The increase in SG&A expenses, excluding acquisition costs, was due to the inclusion of Fill-Rite expenses for the full year in 2023 as compared to seven months in 2022, as well as increased expenses to support sales growth.Income

Amortization Expense

	2024			2023			$ Change		% Change
Operating Income	$	91,443		$	87,041		$	4,402		5.1	%
% of Net sales		13.9	%		13.2	%

	2023			2022			$ Change		% Change
Amortization expense	$	12,552		$	7,637		$	4,915		64.4	%
% of Net sales		1.9	%		1.5	%

Operating income was $91.4 million for 2024, resulting in an operating margin of 13.9%, compared to operating income of $87.0 million and operating margin of 13.2% in 2023. Operating margin in 2024 increased 70 basis points compared to the same period in 2023 primarily due to improved cost of material, partially offset by increased labor, overhead, and SG&A expenses.

~~Amortization~~Interest expense was $12.6 million in 2023 compared to $7.6 million in 2022. The increase in amortization expense was due to the inclusion of a full year of amortization attributable to the Fill-Rite acquisition in 2023 compared to seven months in 2022.Expense

Operating Income

	2024			2023			$ Change			% Change
Interest Expense	$	33,621		$	41,273		$	(7,652	)		(18.5%	)
% of Net sales		5.1	%		6.3	%

	2023			2022			$ Change		% Change
Operating Income	$	87,041		$	40,183		$	46,858		116.6	%
% of Net sales		13.2	%		7.7	%

Interest expense was $33.6 million for 2024 compared to $41.3 million in 2023. The decrease in interest expense was due to a series of debt refinancing transactions the Company completed on May 31, 2024 as well as a decrease in outstanding debt. In addition to reducing interest expense, the refinancing also extended and staggered the Company’s debt maturities. The Company upsized, amended, and extended the existing Senior Term Loan Facility from $350.0 million to $370.0 million, amended and extended the existing $100.0 million revolving Credit Facility, and issued $30.0 million in new 6.40% Senior Secured Notes. The proceeds from these transactions, as well as $10.0 million of cash on hand, were used to retire the Company’s $90.0 million unsecured Subordinated Credit Facility.

~~Operating~~Other ~~income~~Income ~~was $87.0 million in 2023~~(Expense), resulting in an operating margin of 13.2%, compared to operating income of $40.2 million and operating margin of 7.7% in 2022. Operating income in 2022 included $7.1 million of one-time acquisition costs, and $1.4 million of inventory step-up amortization. Excluding acquisition costs and inventory step-up totaling $8.5 million, operating income was $48.7 million in 2022 resulting in an operating margin of 9.3% of net sales. Operating margin in 2023 increased 390 basis points compared to 2022, excluding acquisition costs and inventory step-up in 2022, due to improved margin on material costs, and improved leverage on SG&A expense due to increased sales volumes partially offset by increased amortization expense.

Interest Expense

	2024			2023			$ Change			% Change
Other income (expense), net	$	(7,329	)	$	(1,807	)	$	(5,522	)		(305.6%	)
% of Net sales		(1.1%	)		(0.3%	)

	2023			2022			$ Change		% Change
Interest Expense	$	41,273		$	19,240		$	22,033		114.5	%
% of Net sales		6.3	%		3.7	%

Other income (expense), net was $7.3 million of expense for 2024 compared to $1.8 million of expense in 2023. Other expense for 2024 included a $4.4 million write-off of unamortized previously deferred debt financing fees and a $1.8 million prepayment fee related to the early retirement of the unsecured Subordinated Credit Facility.

~~Interest~~Net expense was $41.3 million in 2023 compared to $19.2 million in 2022. The increase in interest expense was primarily due to the inclusion of a full year of interest expense in 2023 compared to seven months in 2022 on the debt financing attributable to the Fill-Rite acquisition, as well as increased interest rates in 2023 as compared to 2022.Income

	2024			2023			$ Change		% Change
Income before income taxes	$	50,493		$	43,961		$	6,532		14.9	%
% of Net sales		7.7	%		6.7	%
Income taxes	$	10,378		$	9,010		$	1,368		15.2	%
Effective tax rate		20.6	%		20.5	%
Net income	$	40,115		$	34,951		$	5,164		14.8	%
% of Net sales		6.1	%		5.3	%
Earnings per share	$	1.53		$	1.34		$	0.19		14.2	%
Adjusted earnings per share	$	1.75		$	1.37		$	0.38		27.7	%

~~Other~~Net ~~Income~~income ~~(Expense)~~was $40.1 million, or $1.53 per share, for 2024 compared to net income of $35.0 million, or $1.34 per share, for 2023. Adjusted earnings per share for 2024 were $1.75 per share compared to $1.37 per share for 2023. Adjusted earnings per share is a non-GAAP financial measure, please see “Non-GAAP Financial Information” below.

	2023			2022			$ Change		% Change
Other income (expense), net	$	(1,807	)	$	(7,071	)	$	5,264		74.4	%
% of Net sales		-0.3	%		-1.4	%

The Company’s effective tax rate was 20.6% for 2024 compared to 20.5% for 2023. We expect our effective tax rate for 2025 to be between 20.0% and 22.0%.

Other income (expense), net was $1.8 million of expense in 2023 compared to $7.1 million of expense in 2022. The $7.1 million of expense in 2022 included non-cash pension settlement charges of $6.4 million, which did not recur in 2023.20

~~Net~~Results ~~Income~~of Operations – Year ended December 31, 2023 compared to year ended December 31, 2022:

	2023			2022			$ Change		% Change
Income before income taxes	$	43,961		$	13,872		$	30,089		216.9	%
% of Net sales		6.7	%		2.7	%
Income taxes	$	9,010		$	2,677		$	6,333		236.6	%
Effective tax rate	20.5		%	19.3		%
Net income	$	34,951		$	11,195		$	23,756		212.2	%
% of Net sales		5.3	%		2.1	%
Earnings per share	$	1.34		$	0.43		$	0.91		211.6	%

Information pertaining to fiscal year 2022 was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 beginning on page 15 under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on March 8, 2023.

Net income was $35.0 million, or $1.34 per share, in 2023 compared to net income of $11.2 million, or $0.43 per share in 2022. Adjusted earnings per share in 2023 were $1.37 per share compared to $0.94 per share in 2022. Adjusted earnings per share in 2023 included an unfavorable LIFO impact of $0.21 per share compared to an unfavorable LIFO impact of $0.56 per share in 2022. Adjusted earnings per share is a non-GAAP financial measure- please see “Non-GAAP Financial Information~~” below.~~:

~~The~~This ~~Company’s~~discussion ~~effective~~of ~~tax~~Results ~~rate~~of ~~was~~Operations 20includes certain non-GAAP financial data and measures such as adjusted earnings, adjusted earnings per share, and adjusted earnings before interest, taxes, depreciation and amortization.5% Adjusted ~~for~~earnings ~~2023~~is ~~compared~~earnings excluding non-cash pension settlement charges, one-time acquisition costs, amortization of step up in value of acquired inventories, amortization of customer backlog, write-off of unamortized previously deferred debt financing fees, and refinancing costs. Adjusted earnings per share is earnings per share excluding non-cash pension settlement charges per share, one-time acquisition costs per share, amortization of step up in value of acquired inventories per share, amortization of customer backlog per share, write-off of unamortized previously deferred debt financing fees, and refinancing costs. Adjusted earnings before interest, taxes, depreciation and amortization is net income (loss) excluding interest, taxes, depreciation and amortization, adjusted to 19exclude non-cash pension settlement charges, one-time acquisition costs, amortization of step up in value of acquired inventories, amortization of customer backlog, write-off of unamortized previously deferred debt financing fees, refinancing costs, and non-cash LIFO expense.3% ~~for~~Management ~~2022~~utilizes these adjusted financial data and measures to assess comparative operations against those of prior periods without the distortion of non-comparable factors. The ~~effective~~inclusion ~~tax~~of ~~rate~~these ~~for~~adjusted ~~2022~~measures ~~was~~should ~~impacted~~not be construed as an indication that the Company’s future results will be unaffected by ~~similar~~unusual ~~benefits~~or ~~from~~infrequent ~~credits~~items ~~and~~or ~~permanent~~that the items asfor which the ~~prior~~Company ~~year~~has onmade ~~lower~~adjustments ~~pretax~~are ~~income~~unusual or infrequent or will not recur. WeFurther, ~~expect~~the ~~our~~impact ~~effective~~of ~~tax~~the ~~rate~~LIFO ~~for~~inventory ~~2024~~costing method can cause results to vary substantially from company to company depending upon whether they elect to utilize LIFO and depending upon which method they may elect. The Gorman-Rupp Company believes that these non-GAAP financial data and measures also will be ~~between~~useful 20to investors in assessing the strength of the Company’s underlying operations from period to period.0% These non-GAAP financial measures are not intended to replace GAAP financial measures, and 22they are not necessarily standardized or comparable to similarly titled measures used by other companies.0% Provided below is a reconciliation of adjusted earnings, adjusted earnings per share, and adjusted earnings before interest, taxes, depreciation and amortization.

Results of Operations – Year ended December 31, 2022 compared to year ended December 31, 2021:

	2024		2023		2022
Adjusted earnings:
Reported net income – GAAP basis	$	40,115	$	34,951	$	11,195
Pension settlement charge		-		-		5,216
One-time acquisition costs		-		-		5,752
Amortization of step up in value of acquired inventories		-		-		1,141
Amortization of acquired customer backlog		-		863		1,231
Write-off of unamortized previously deferred debt financing fees		3,506		-		-
Refinancing costs		2,413		-		-
Non-GAAP adjusted earnings	$	46,034	$	35,814	$	24,535

Information pertaining to fiscal year 2021 was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 beginning on page 15 under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 28, 2022.

	2024		2023		2022
Adjusted earnings per share:
Reported earnings per share - GAAP basis	$	1.53	$	1.34	$	0.43
Pension settlement charge		-		-		0.20
One-time acquisition costs		-		-		0.22
Amortization of step up in value of acquired inventories		-		-		0.04
Amortization of acquired customer backlog		-		0.03		0.05
Write-off of unamortized previously deferred debt financing fees		0.13		-		-
Refinancing costs		0.09		-		-
Non-GAAP adjusted earnings per share	$	1.75	$	1.37	$	0.94

Non-GAAP Financial Information:

	2024		2023		2022
Adjusted earnings before interest, taxes, depreciation and amortization:
Reported net income - GAAP basis	$	40,115	$	34,951	$	11,195
Interest expense		33,621		41,273		19,240
Provision for income taxes		10,378		9,010		2,677
Depreciation and amortization		27,897		28,496		21,158
Non-GAAP earnings before interest, taxes, depreciation and amortization		112,011		113,730		54,270
Pension settlement charge		-		-		6,427
One-time acquisition costs		-		-		7,088
Amortization of step up in value of acquired inventories		-		-		1,406
Amortization of acquired customer backlog		-		1,085		1,517
Write-off of unamortized previously deferred debt financing fees		4,438		-		-
Refinancing costs		3,055		-		-
Non-cash LIFO expense		5,142		6,891		18,041
Non-GAAP adjusted earnings before interest, taxes, depreciation and amortization	$	124,646	$	121,706	$	88,749

The discussion of Results of Operations above includes certain non-GAAP financial data and measures such as adjusted earnings, adjusted earnings per share, and adjusted earnings before interest, taxes, depreciation and amortization. Adjusted earnings is earnings excluding non-cash pension settlement charges, one-time acquisition costs, amortization of step up in value of acquired inventories, and amortization of customer backlog. Adjusted earnings per share is earnings per share excluding non-cash pension settlement charges per share, one-time acquisition costs per share, amortization of step up in value of acquired inventories per share, and amortization of customer backlog per share. Adjusted earnings before interest, taxes, depreciation and amortization is net income (loss) excluding interest, taxes, depreciation and amortization, adjusted to exclude non-cash pension settlement charges, one-time acquisition costs, amortization of step up in value of acquired inventories, amortization of customer backlog, and non-cash LIFO expense. Management utilizes these adjusted financial data and measures to assess comparative operations against those of prior periods without the distortion of non-comparable factors. The inclusion of these adjusted measures should not be construed as an indication that the Company’s future results will be unaffected by unusual or infrequent items or that the items for which the Company has made adjustments are unusual or infrequent or will not recur. Further, the impact of the LIFO inventory costing method can cause results to vary substantially from company to company depending upon whether they elect to utilize LIFO and depending upon which method they may elect. The Gorman-Rupp Company believes that these non-GAAP financial data and measures also will be useful to investors in assessing the strength of the Company’s underlying operations from period to period. These non-GAAP financial measures are not intended to replace GAAP financial measures, and they are not necessarily standardized or comparable to similarly titled measures used by other companies. Provided below is a reconciliation of adjusted earnings, adjusted earnings per share, and adjusted earnings before interest, taxes, depreciation and amortization.21

21Liquidity and Capital Resources

	2023		2022		2021
Adjusted earnings:
Reported net income – GAAP basis	$	34,951	$	11,195	$	29,851
Pension settlement charge		-		5,216		1,846
One-time acquisition costs		-		5,752		-
Amortization of step up in value of acquired inventories		-		1,141		-
Amortization of acquired customer backlog		863		1,231		-
Non-GAAP adjusted earnings	$	35,814	$	24,535	$	31,697

Our primary sources of liquidity are cash generated from operations and borrowings under our revolving credit facility. Cash and cash equivalents totaled $24.2 million at December 31, 2024. The Company had $98.9 million of borrowing capacity available under the revolving credit facility after deducting $1.1 million in outstanding letters of credit primarily related to customer orders. See Note 5 - Financing Arrangements in the Notes to our Consolidated Financial Statements.

	2023		2022		2021
Adjusted earnings per share:
Reported earnings per share - GAAP basis	$	1.34	$	0.43	$	1.14
Pension settlement charge		-		0.20		0.07
One-time acquisition costs		-		0.22		-
Amortization of step up in value of acquired inventories		-		0.04		-
Amortization of acquired customer backlog		0.03		0.05		-
Non-GAAP adjusted earnings per share	$	1.37	$	0.94	$	1.21

As of December 31, 2024, the Company had $340.8 million in debt outstanding due in 2029 and $30.0 million due in 2031. The Company was in compliance with its debt covenants, including limits on additional borrowings and maintenance of certain operating and financial ratios, at December 31, 2024.

	2023		2022		2021
Adjusted earnings before interest, taxes, depreciation and amortization:
Reported net income - GAAP basis	$	34,951	$	11,195	$	29,851
Interest expense		41,273		19,240		1
Provision for income taxes		9,010		2,677		7,397
Depreciation and amortization		28,496		21,158		11,914
Non-GAAP earnings before interest, taxes, depreciation and amortization		113,730		54,270		49,163
Pension settlement charge		-		6,427		2,304
One-time acqusition costs		-		7,088		-
Amortization of step up in value of acquired inventories		-		1,406		-
Amortization of acquired customer backlog		1,085		1,517		-
Non-cash LIFO expense		6,891		18,041		6,669
Non-GAAP adjusted earnings before interest, taxes, depreciation and amortization	$	121,706	$	88,749	$	58,136

Capital expenditures in 2024 were $14.3 million and consisted primarily of machinery and equipment and building improvements. Capital expenditures for 2025, which are expected to consist principally of machinery and equipment purchases, are estimated to be approximately $20.0 million and are expected to be financed through cash from operations. During 2024, 2023 and 2022, the Company financed its capital improvements and working capital requirements principally through internally generated funds.

~~Liquidity~~The Company contributed $5.1 million to its defined benefit pension plans in 2024 and ~~Capital~~expects ~~Resources~~to contribute up to $2.9 million to its defined benefit pension plan in 2025.

~~Our~~Financial ~~primary sources of liquidity are cash generated from operations and borrowings under our revolving credit facility.~~ Cash and cash equivalents totaled $30.5 million at December 31, 2023. The Company had an additional $98.0 million available under the revolving credit facility after deducting $2.0 million in outstanding letters of credit primarily related to customer orders. See Note 5 “Financing Arrangements” in the Notes to our Consolidated Financial Statements.Flow

	Year Ended December 31,
	2024			2023			2022
Beginning of period cash and cash equivalents	$	30,518		$	6,783		$	125,194
Net cash provided by operating activities		69,830			98,225			13,685
Net cash used for investing activities		(11,866	)		(20,163	)		(545,673	)
Net cash received from (used for) financing activities		(63,137	)		(54,527	)		414,113
Effect of exchange rate changes on cash		(1,132	)		200			(536	)
Net increase (decrease) in cash and cash equivalents		(6,305	)		23,735			(118,411	)
End of period cash and cash equivalents	$	24,213		$	30,518		$	6,783

AsThe ofdecrease ~~December~~in ~~31,~~cash provided by operating activities in 2024 compared to 2023, was primarily due to the ~~Company~~timing ~~had~~of ~~$413.8~~deferred ~~million~~revenue inand ~~total~~customer ~~debt~~deposits ~~outstanding~~and ~~due~~accrued inliabilities ~~2027~~and expenses. The ~~Company~~increase ~~was~~ in ~~compliance~~cash ~~with~~provided ~~its~~by ~~debt~~operating ~~covenants,~~activities ~~including~~in ~~limits~~2023 oncompared ~~additional~~to ~~borrowings~~2022 ~~and~~was ~~maintenance~~primarily ofdue ~~certain~~increased ~~operating~~earnings ~~and~~before ~~financial~~depreciation, ~~ratios~~amortization, atand ~~December~~LIFO 31expense, ~~2023~~and improved cash flow from working capital management.

~~Capital~~During ~~expenditures~~2024, innet ~~2023~~cash ~~were~~used for investing activities of $2011.89 million ~~and~~ consisted primarily of ~~machinery~~$14.3 ~~and~~million ~~equipment~~used ~~and~~for ~~building~~capital ~~improvements.~~expenditures, ~~Capital~~largely ~~expenditures~~related ~~for~~to ~~2024,~~machinery ~~which~~and ~~are~~equipment ~~expected~~partially tooffset ~~consist~~by ~~principally~~$2.5 million in proceeds from the sale of ~~machinery~~property, plant, and equipment. ~~purchases~~During 2023, ~~are~~net ~~estimated~~cash toused befor ininvesting ~~the~~activities ~~range~~ of $1820.2 -million consisted primarily of $20.8 million ~~and~~used ~~are~~for ~~expected~~capital toexpenditures, belargely ~~financed~~related ~~through~~to ~~internally~~machinery ~~generated~~and ~~funds~~equipment. During ~~2023~~2022, ~~2022~~net ~~and~~cash ~~2021,~~used ~~the~~for ~~Company~~investing ~~financed~~activities ~~its~~of ~~capital~~$545.7 ~~improvements~~million consisted primarily of $528.0 million for the acquisition of Fill-Rite and ~~working~~$18.0 million for capital ~~requirements~~expenditures, ~~principally~~largely ~~through~~related ~~internally~~to ~~generated~~machinery ~~funds~~and equipment.

~~The~~During ~~Company~~2024, ~~contributed~~net cash used for financing activities of $263.31 million toconsisted ~~its~~primarily ~~defined~~of ~~benefit~~net ~~pension~~payments ~~plans~~on inbank borrowings of $43.0 million and dividend payments of $19.0 million. During 2023, net cash used for financing activities of $54.5 million consisted primarily of net payments on bank borrowings of $34.5 million, dividend payments of $18.4 million and ~~expects~~$1.0 tomillion ~~contribute~~of uppayments in the surrender of common shares to cover taxes upon the vesting of stock awards. During 2022, net cash received from financing activities of $3414.1 million consisted primarily of proceeds from the Senior Secured Term Loan Facility of $350.0 million, to$90.0 ~~its~~million ~~defined~~from ~~benefit~~the ~~pension~~unsecured ~~plans~~Subordinated inCredit ~~2024~~Facility, and $17.0 million from the revolving Credit Facility. Partially offsetting these proceeds were debt issuance fees paid of $15.2 million, dividend payments of $17.9 million, payments on borrowings of $8.9 million and share repurchases of $0.9 million during 2022.

~~Financial~~Maturities ~~Cash~~of ~~Flow~~long-term debt in the next five fiscal years, and the remaining years thereafter, are as follows:

		Year Ended December 31,
2025				2026				2027				2028		2029		Thereafter		Total
		2023				2022				2021
$	18,500			$	23,125			$	32,375			$	37,000	$	229,750	$	30,000	$	370,750
Beginning of period cash and cash equivalents		$	6,783			$	125,194			$	108,203
Net cash provided by operating activities			98,225				13,685				45,438
Net cash used for investing activities			(20,163	)			(545,673	)			(9,169	)
Net cash received from (used for) financing activities			(54,527	)			414,113				(18,553	)
Effect of exchange rate changes on cash			200				(536	)			(725	)
Net increase (decrease) in cash and cash equivalents			23,735				(118,411	)			16,991
End of period cash and cash equivalents		$	30,518			$	6,783			$	125,194

The increase in cash provided by operating activities in 2023 compared to 2022 was primarily due to increased earnings before depreciation, amortization, and LIFO expense, and improved cash flow from working capital management. The decrease in cash provided by operating activities in 2022 compared to 2021 was primarily due to interest expense of $19.2 million and acquisition costs of $7.1 million as well as increases in accounts receivable and inventory as the result of increased sales and backlog. In addition, cash flow from accounts payable decreased $11.0 million from 2021 to 2022 and deferred revenue and customer deposits have decreased in the current year compared to an increase in the prior year.22

~~During~~The ~~2023,~~Company ~~net~~was ~~cash~~in ~~used~~compliance ~~for~~with ~~investing~~its ~~activities~~debt ofcovenants, ~~$20.2~~including ~~million~~limits ~~consisted~~on ~~primarily~~additional ofborrowings ~~$20.8~~and ~~million~~maintenance ~~used~~of ~~for~~certain ~~capital~~operating ~~expenditures,~~and ~~largely~~financial ~~related~~ratios toat ~~machinery~~December ~~and~~31, ~~equipment.~~2024 ~~During~~and ~~2022~~December 31, ~~net cash used for investing activities of $545~~2023.7 ~~million~~We ~~consisted~~believe ~~primarily~~we ofhave ~~$528.0~~adequate ~~million~~liquidity ~~for~~from ~~the~~funds ~~acquisition~~on ofhand ~~Fill-Rite~~ and ~~$18.0~~borrowing ~~million~~capacity ~~for~~to ~~capital~~execute ~~expenditures~~our ~~largely~~financial ~~related to machinery~~ and ~~equipment.~~operating ~~During 2021~~strategy, ~~net~~as ~~cash~~well ~~used~~as ~~for~~comply ~~investing~~with ~~activities~~debt ofobligations ~~$9.2~~and ~~million~~financial ~~consisted~~covenants ~~primarily~~for ofat ~~capital~~least ~~expenditures~~the ofnext ~~$9.8~~12 ~~million, largely related to machinery and equipment~~months.

~~During~~The ~~2023,~~Company ~~net~~currently ~~cash~~expects ~~used~~to ~~for~~continue ~~financing~~its ~~activities~~exceptional ofhistory ~~$54.5 million consisted primarily~~ of ~~net~~paying ~~payments~~regular onquarterly ~~bank~~dividends ~~borrowings of $34.5 million, dividend payments of $18.4 million~~ and ~~$1.0~~increased ~~million~~annual ~~of payments in the surrender of common shares to cover taxes upon the vesting of stock awards~~dividends. ~~During 2022~~However, ~~net~~any ~~cash~~future ~~received~~dividends ~~from~~will ~~financing~~be ~~activities~~reviewed ofindividually ~~$414.1 million consisted primarily of proceeds from the Senior Secured Term Loan Facility of $350.0 million, $90.0 million from the unsecured Subordinated Credit Facility,~~ and ~~$17.0~~declared ~~million~~by ~~from~~our ~~the~~Board ~~revolving Credit Facility. Partially offsetting these proceeds were debt issuance fees paid~~ of ~~$15.2~~Directors ~~million,~~at ~~dividend~~its ~~payments of $17.9 million~~discretion, ~~payments~~dependent on ~~borrowings~~our ofassessment ~~$8.9 million and share repurchases~~ of ~~$0.9~~the ~~million~~Company’s ~~during~~financial ~~2022.~~condition ~~During 2021, net cash used for financing activities of $18.6 million consisted primarily of dividend payments of $16.6 million~~ and ~~open~~business ~~market~~outlook ~~share~~at ~~repurchases of $1.2 million. See Note 5 “Financing Arrangements” in~~ the ~~Notes~~applicable ~~to our Consolidated Financial Statements~~time.

23The Board of Directors has authorized a share repurchase program of up to $50.0 million of the Company’s common shares, of which approximately $48.1 million has yet to be repurchased. The actual number of shares repurchased will depend on prevailing market conditions, alternative uses of capital and other factors, and will be determined at management’s discretion. The Company is not obligated to make any purchases under the program, and the program may be suspended or discontinued at any time.

~~Maturities~~Contractual ofObligations ~~long-term debt in the next five fiscal years, and the remaining years thereafter, are as follows:~~

2024				2025				2026				2027				2028				Total
$	21,875			$	30,625			$	35,000			$	326,250			$	-			$	413,750

Capital commitments in the table below include contractual commitments to purchase machinery and equipment that have been approved by the Board of Directors. The capital commitments do not represent the entire anticipated purchases in the future but represent only those substantive items for which the Company is contractually obligated as of December 31, 2024. Also, the Company has operating leases and financing leases for certain offices, manufacturing facilities, land, office equipment and automobiles. Rental expenses relating to these leases were $3.6 million in 2024, $2.8 million in 2023, and $1.4 million in 2022.

The ~~Company~~following ~~was~~table insummarizes ~~compliance~~the ~~with~~Company’s ~~its~~contractual ~~debt~~obligations ~~covenants, including limits on additional borrowings and maintenance of certain operating and financial ratios~~ at December ~~31, 2023 and December~~ 31, 2022. We believe we have adequate liquidity from funds on hand and borrowing capacity to execute our financial and operating strategy, as well as comply with debt obligation and financial covenants for at least the next 12 months.2024:

	Payment Due By Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Capital commitments	$	3,506	$	3,161	$	345	$	-	$	-
Leases		38,762		2,774		4,532		3,628		27,828
Total	$	42,268	$	5,935	$	4,877	$	3,628	$	27,828

~~The~~Critical ~~Board~~Accounting of Directors has authorized a share repurchase program of up to $50.0 million of the Company’s common shares, of which approximately $48.1 million has yet to be repurchased. The actual number of shares repurchased will depend on prevailing market conditions, alternative uses of capital and other factors, and will be determined at management’s discretion. The Company is not obligated to make any purchases under the program, and the program may be suspended or discontinued at any time.Policies

~~Contractual~~The ~~Obligations~~accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States. When more than one accounting principle, or the method of its application, is generally accepted, management selects the principle or method that is appropriate in the Company’s specific circumstances. Application of these accounting principles requires management to make estimates about the future resolution of existing uncertainties; as a result, actual results could differ from these estimates.

~~Capital~~In ~~commitments~~preparing inthese ~~the~~Consolidated ~~table~~Financial ~~below~~Statements, ~~include~~management ~~contractual~~has ~~commitments~~made toits ~~purchase~~best ~~machinery~~estimates and ~~equipment~~judgments ~~that have been approved by the Board~~ of ~~Directors. The capital commitments do not represent~~ the ~~entire~~amounts ~~anticipated~~and ~~purchases~~disclosures included in the ~~future~~Consolidated ~~but~~Financial ~~represent~~Statements, ~~only~~giving ~~those~~due ~~substantive~~regard ~~items~~to ~~for~~materiality. ~~which~~The ~~the~~ Company isdoes ~~contractually~~not ~~obligated~~believe asthere ofis ~~December 31,~~a ~~2023.~~great ~~Also,~~likelihood ~~the~~that ~~Company~~materially ~~has~~different ~~operating~~amounts ~~leases~~would ~~and~~be ~~financing~~reported ~~leases~~under ~~for~~different ~~certain~~conditions ~~offices,~~or ~~manufacturing~~using ~~facilities,~~different ~~land,~~assumptions ~~office~~pertaining ~~equipment and automobiles. Rental expenses relating~~ to ~~these~~the ~~leases~~accounting ~~were~~policies ~~$2.8~~described ~~million in 2023, $1~~below.~~4 million in 2022, and $0.9 million in 2021.~~

~~The~~Revenue ~~following table summarizes the Company’s contractual obligations at December 31, 2023:~~Recognition

	Payment Due By Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Capital commitments	$	3,616	$	3,616	$	-	$	-	$	-
Leases		40,552		2,501		5,230		3,330		29,491
Total	$	44,168	$	6,117	$	5,230	$	3,330	$	29,491

The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” under which the unit of account is a performance obligation. Substantially all of our revenue is derived from fixed-price customer contracts and the majority of our customer contracts have a single performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. For customer contracts with multiple performance obligations, the Company allocates revenue to each performance obligation based on its relative standalone selling price, which is generally determined based on standalone selling prices charged to customers or using expected cost plus margin.

~~Critical Accounting Policies~~23

The ~~accompanying~~transaction ~~Consolidated~~price ~~Financial~~for ~~Statements~~a ~~have~~customer ~~been~~contract ~~prepared~~is inallocated ~~conformity~~to ~~with~~each ~~accounting~~distinct ~~principles~~performance ~~generally~~obligation ~~accepted~~and inrecognized ~~the~~as ~~United~~revenue ~~States. When more than one accounting principle~~when, or ~~the method of its application~~as, ~~is generally accepted, management selects~~ the ~~principle~~Company’s orperformance ~~method~~obligation ~~that~~ is ~~appropriate~~satisfied. inAll of the Company’'s ~~specific~~performance ~~circumstances.~~obligations, ~~Application~~and ofassociated ~~these~~revenue, ~~accounting~~are ~~principles~~generally ~~requires~~satisfied ~~management~~at toa ~~make~~point ~~estimates~~in ~~about~~time, with the ~~future~~exception ~~resolution~~ of ~~existing~~certain ~~uncertainties;~~highly ascustomized apump ~~result~~products, ~~actual~~which ~~results~~are ~~could~~satisfied ~~differ~~over ~~from~~time ~~these~~as ~~estimates~~work progresses.

InAccounting ~~preparing~~for ~~these~~long-term ~~Consolidated~~contracts ~~Financial~~involves ~~Statements,~~the ~~management~~use ~~has~~of ~~made~~various ~~its~~techniques ~~best~~to ~~estimates~~estimate total contract revenue and ~~judgments~~costs. ofFor long-term contracts, the ~~amounts~~Company ~~and~~estimates ~~disclosures~~the ~~included~~profit inon a contract as the ~~Consolidated~~difference ~~Financial~~between ~~Statements,~~the ~~giving~~total ~~due~~estimated ~~regard~~revenue and expected costs to ~~materiality~~complete a contract and recognizes that profit as performance obligations are satisfied. ~~The~~Contract ~~Company~~estimates ~~does~~are ~~not~~based ~~believe~~on ~~there~~various isassumptions ato ~~great~~project ~~likelihood~~the outcome of future events that ~~materially~~could ~~different~~span ~~amounts~~longer ~~would~~than beone ~~reported~~year. ~~under~~These ~~different~~assumptions ~~conditions~~include orlabor ~~using~~productivity ~~different~~and ~~assumptions~~availability, ~~pertaining~~the complexity of the work to be performed, the ~~accounting~~cost ~~policies~~and ~~described~~availability ~~below~~of materials and the performance of subcontractors as applicable.

24As a significant change in one or more of these estimates could affect the profitability of our contracts, the Company reviews and updates its contract-related estimates regularly. Adjustments in estimated profit on contracts are accounted for under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date on a contract is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate.

~~Revenue~~Inventories ~~Recognition~~and Related Allowance

~~The~~Inventories ~~Company~~are ~~accounts~~valued ~~for~~at ~~revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” under which~~ the ~~unit~~lower of ~~account~~cost isor amarket ~~performance~~value ~~obligation.~~and ~~Substantially~~have ~~all~~been ofreduced ~~our~~by ~~revenue~~an isallowance ~~derived~~for ~~from~~excess ~~fixed-price customer contracts~~ and ~~the~~obsolete ~~majority of our customer contracts have a single performance obligation~~inventories. AThe ~~performance~~estimated ~~obligation~~allowance is abased ~~promise~~on in a ~~contract~~variety toof ~~transfer~~factors, aincluding ~~distinct~~historical ~~good~~inventory orusage ~~service~~and tomanagement ~~a customer~~evaluations. ~~For customer contracts with multiple performance obligations~~Historically, the Company ~~allocates~~has ~~revenue~~not toexperienced ~~each~~substantive ~~performance~~write-offs ~~obligation~~due ~~based~~to onobsolescence. ~~its~~The ~~relative~~Company ~~standalone~~uses ~~selling~~the ~~price~~last-in, ~~which~~first-out is(LIFO) ~~generally~~method ~~determined~~for ~~based~~the onmajority ~~standalone~~of ~~selling~~its ~~prices charged to customers or using expected cost plus margin~~inventories.

~~The~~Pension ~~transaction~~Plans ~~price for a customer contract is allocated to each distinct performance obligation~~ and ~~recognized~~Other asPostretirement ~~revenue~~Benefit ~~when,~~Plans or as, the Company’s performance obligation is satisfied. All of the Company's performance obligations, and associated revenue, are generally satisfied at a point in time, with the exception of certain highly customized pump products, which are satisfied over time as work progresses.

~~Accounting~~The ~~for~~Company ~~long-term~~recognizes ~~contracts~~the ~~involves~~obligations ~~the~~associated ~~use~~with ofits ~~various~~defined ~~techniques~~benefit topension ~~estimate~~plans ~~total~~and ~~contract~~defined ~~revenue~~benefit ~~and~~health ~~costs.~~care ~~For~~plans ~~long-term~~in ~~contracts,~~its ~~the~~Consolidated ~~Company~~Financial ~~estimates~~Statements. ~~the~~The ~~profit~~measurement onof aliabilities ~~contract~~related asto ~~the~~its ~~difference~~pension ~~between~~plans ~~the~~and ~~total~~other ~~estimated~~postretirement ~~revenue~~benefit ~~and~~plans ~~expected~~is ~~costs~~based toon ~~complete~~management’s aassumptions ~~contract~~related ~~and~~to ~~recognizes~~future ~~that~~events ~~profit~~including asinterest ~~performance~~rates, ~~obligations~~return ~~are~~on ~~satisfied.~~pension ~~Contract~~plan ~~estimates~~assets, ~~are~~rate ~~based~~of oncompensation ~~various~~increases ~~assumptions~~and tohealth ~~project~~care ~~the~~cost ~~outcome~~trend ofrates. ~~future~~Actual ~~events~~pension ~~that~~plan ~~could~~asset ~~span~~performance ~~longer~~will ~~than~~either ~~one~~reduce ~~year.~~or ~~These~~increase ~~assumptions~~pension ~~include~~losses ~~labor~~included ~~productivity~~in ~~and~~accumulated ~~availability~~other comprehensive loss, ~~the~~which ~~complexity~~ultimately ofaffects ~~the~~net ~~work~~income. toThe bediscount ~~performed,~~rates ~~the~~used ~~cost~~to ~~and~~determine ~~availability~~the present value of ~~materials~~future ~~and~~benefits ~~the~~are ~~performance~~based on estimated yields of ~~subcontractors~~investment asgrade ~~applicable~~fixed income investments.

AsThe adiscount ~~significant~~rates ~~change~~used into ~~one~~value orpension ~~more~~plan ofobligations ~~these~~were ~~estimates~~5.3% ~~could~~at ~~affect~~December 31, ~~the~~2024 ~~profitability~~and of4.7% ~~our~~at ~~contracts~~December 31, ~~the~~2023. ~~Company~~The ~~reviews~~discount ~~and~~rates ~~updates~~used ~~its~~to ~~contract-related~~value ~~estimates~~postretirement ~~regularly~~obligations were 5.4% ~~Adjustments~~at inDecember 31, ~~estimated~~2024 ~~profit~~and on4.9% ~~contracts~~at ~~are~~December ~~accounted~~31, ~~for~~2023. ~~under~~The ~~the~~discount ~~cumulative~~rates ~~catch~~were determined by constructing a zero-upcoupon ~~method.~~spot ~~Under~~yield ~~this~~curve ~~method,~~derived ~~the~~from ~~impact~~a universe of ~~the~~high-quality ~~adjustment~~bonds onas ~~profit~~of ~~recorded~~the tomeasurement date. The expected rate of return on apension ~~contract~~assets is ~~recognized~~designed into ~~the~~be ~~period~~a ~~the~~long-term ~~adjustment~~assumption isthat ~~identified~~will be subject to year-to-year variability. ~~Revenue~~The rate for 2024 was 7.2% and ~~profit~~for 2023 was 6.2%. Actual pension plan asset performance will either reduce or increase unamortized losses included in ~~future~~Accumulated ~~periods~~other comprehensive loss, which will ultimately affect net income. The assumed rate of ~~contract~~compensation ~~performance~~increase ~~are~~was ~~recognized~~3.5% ~~using~~in ~~the~~both ~~adjusted~~2024 ~~estimate~~and 2023.

~~Inventories~~Substantially all eligible retirees elect to take lump sum settlements of their pension plan benefits. When interest rates are low, this subjects the Company to the risk of exceeding an actuarial threshold computed on an annual basis and ~~Related~~triggering ~~Allowance~~a GAAP-required non-cash pension settlement loss, which occurred in 2022.

~~Inventories~~The ~~are~~assumption ~~valued~~used atfor the ~~lower~~rate of ~~cost~~increase orin ~~market~~medical ~~value~~costs ~~and~~over ~~have~~the ~~been~~next ~~reduced~~five byyears anwas ~~allowance for excess and obsolete inventories~~4.8% ~~The~~in ~~estimated~~2024 ~~allowance is based on a variety of factors, including historical inventory usage~~ and ~~management evaluations~~5.0% ~~Historically, the Company has not experienced substantive write-offs due to obsolescence. The Company uses the last-~~in, ~~first-out (LIFO) method for the majority of its inventories~~2023.

~~Pension Plans and Other Postretirement Benefit Plans~~ 24

~~The~~Goodwill ~~Company recognizes the obligations associated with its defined benefit pension plans~~ and ~~defined~~Other ~~benefit~~Intangibles health care plans in its Consolidated Financial Statements. The measurement of liabilities related to its pension plans and other postretirement benefit plans is based on management’s assumptions related to future events including interest rates, return on pension plan assets, rate of compensation increases and health care cost trend rates. Actual pension plan asset performance will either reduce or increase pension losses included in accumulated other comprehensive loss, which ultimately affects net income. The discount rates used to determine the present value of future benefits are based on estimated yields of investment grade fixed income investments.

The ~~discount~~Company ~~rates~~accounts ~~used~~for togoodwill ~~value~~in pension plan obligations were 4.7% at December 31, 2023 and 4.9% at December 31, 2022, respectively. The discount rates used to value postretirement obligations were 4.9% at December 31, 2023 and 5.2% at December 31, 2022, respectively. The discount rates were determined by constructing a ~~zero-coupon~~purchase ~~spot~~business ~~yield~~combination ~~curve~~as ~~derived~~the ~~from~~excess ~~a universe~~ of ~~high-quality~~the ~~bonds~~cost asover of the ~~measurement~~fair ~~date.~~value ~~The expected rate~~ of ~~return~~net ~~on pension~~ assets ~~is designed to be a long-term assumption that will be subject to year-to-year variability~~acquired. ~~The~~Business ~~rate~~combinations ~~for~~can ~~2023~~also ~~was~~result ~~6.2% and for 2022 was 5.0%. Actual pension plan asset performance will either reduce or increase unamortized losses included~~ in ~~Accumulated~~ other ~~comprehensive~~intangible ~~loss,~~assets ~~which~~being ~~will ultimately affect net income~~recognized. ~~The~~Amortization ~~assumed rate~~ of ~~compensation~~intangible ~~increase~~assets, ~~was~~if ~~3.5%~~applicable, inoccurs ~~both~~over ~~2023~~their ~~and~~estimated ~~2022~~useful lives.

25Goodwill is tested annually for impairment as of October 1, or whenever events or changes in circumstances indicate there may be a possible permanent loss of value in accordance with ASC 350, “Intangibles - Goodwill and Other.”

~~Substantially~~Goodwill ~~all~~is ~~retirees~~tested ~~elect~~for toimpairment ~~take~~at ~~lump~~the ~~sum~~reporting ~~settlements~~unit oflevel ~~their~~and ~~pension~~is ~~plan~~based ~~benefits.~~on ~~When~~the ~~interest~~net ~~rates~~assets ~~are~~for ~~low~~each reporting unit, ~~this~~including ~~subjects~~goodwill ~~the~~and intangible assets. The Company has the option to first assess qualitative factors to determine whether the ~~risk~~existence of ~~exceeding~~events anor ~~actuarial~~circumstances ~~threshold~~leads ~~computed~~to ona determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an ~~annual~~entity ~~basis~~determines ~~and~~it ~~triggering~~is not more likely than not that the fair value of a ~~GAAP-required~~reporting ~~non-cash~~unit ~~pension~~is ~~settlement~~less ~~loss~~than its carrying amount, ~~which~~then ~~occurred~~performing ina ~~2023~~quantitative ~~and~~impairment ~~2022~~assessment is unnecessary.

~~The~~In ~~assumption~~assessing ~~used~~the ~~for~~qualitative factors to determine whether it is more likely than not that the ~~rate~~fair value of ~~increase~~a inreporting ~~medical~~unit ~~costs~~is ~~over~~less than its carrying amount, we identify and assess relevant drivers of fair value and events and circumstances that may impact the ~~next~~fair ~~five~~value ~~years~~and ~~was~~the 5carrying amount of the reporting unit.0% inThe ~~both~~identification ~~2023~~of relevant events and ~~2022~~circumstances and how these may impact a reporting unit’s fair value or carrying amount involves significant judgments and assumptions. The judgments and assumptions include the identification of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, Company-specific events and share price trends and making the assessment on whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact.

~~Goodwill~~When performing a quantitative assessment of goodwill impairment if necessary, or in years where we elect to do so, a discounted cash flow model is used to estimate the fair value of each reporting unit, which considers forecasted cash flows discounted at an estimated weighted-average cost of capital. The forecasted cash flows are based on the Company’s long-term operating plan and the weighted-average cost of capital is an estimate of the overall after-tax rate of return. Other ~~Intangibles~~valuation techniques including comparative market multiples are used when appropriate. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units.

The Company ~~accounts~~performed ~~for~~qualitative ~~goodwill~~analyses inas aof ~~purchase~~October ~~business~~1, ~~combination~~2024 asand ~~the~~2023 ~~excess~~for all of ~~the~~its ~~cost~~reporting ~~over~~units ~~the~~except ~~fair~~for ~~value~~National ofPump ~~net~~Company ~~assets~~(“National”) ~~acquired.~~and ~~Business~~Fill-Rite, ~~combinations~~concluding ~~can~~that ~~also~~it ~~result~~was inmore ~~other~~likely ~~intangible~~than ~~assets~~not ~~being~~that ~~recognized.~~the ~~Amortization~~fair value of ~~intangible~~the ~~assets,~~reporting ifunits ~~applicable,~~exceeded ~~occurs~~the ~~over~~respective ~~their~~carrying ~~estimated useful lives~~amounts.

~~Goodwill~~The isCompany ~~tested~~performed ~~annually~~a ~~for~~quantitative impairment analysis as of October 1, or2024 ~~whenever~~for ~~events~~National orand ~~changes~~Fill-Rite reporting units and concluded that the fair value of each reporting unit exceeded its carrying value and therefore was not impaired. A sensitivity analysis was performed for each reporting unit, assuming a hypothetical 100 basis point decrease in ~~circumstances~~the ~~indicate~~expected ~~there~~long-term ~~may~~growth berate or a ~~possible~~hypothetical ~~permanent~~100 ~~loss~~basis point increase in the weighted average cost of capital, and both scenarios independently yielded an estimated fair value above carrying value. If National or Fill-Rite fail to experience growth or revise their long-term projections downward, they could be subject to impairment charges in ~~accordance~~the ~~with~~future. ~~ASC~~Goodwill ~~350~~relating to the National reporting unit is $13.6 million, ~~“Intangibles~~or 1.6% of the Company’s December 31, 2024 total assets, and goodwill relating to the Fill-Rite reporting unit is $230.7 million, or 26.9% of the Company’s December 31, 2024 total assets. See Note 10 to the Consolidated Financial Statements, Goodwill and Other Intangible Assets.”

~~Goodwill~~Other isindefinite-lived ~~tested~~intangible ~~for~~assets ~~impairment~~primarily atconsist ~~the~~of ~~reporting~~trademarks ~~unit~~and ~~level~~trade ~~and~~names. isThe ~~based~~fair onvalue ~~the~~of ~~net~~these assets ~~for~~is ~~each~~also ~~reporting~~tested ~~unit,~~annually ~~including~~for ~~goodwill~~impairment ~~and~~as ~~intangible~~of ~~assets.~~October 1, ~~The~~or ~~Company~~whenever ~~has~~events ~~the~~or ~~option~~changes toin ~~first~~circumstances ~~assess~~indicate ~~qualitative~~there ~~factors~~may tobe ~~determine~~a ~~whether~~possible ~~the~~permanent ~~existence~~loss of ~~events~~value. orThe ~~circumstances~~fair ~~leads~~value toof athese ~~determination~~assets ~~that it~~ is ~~more~~determined ~~likely~~using ~~than~~a ~~not~~royalty ~~that~~relief ~~the~~methodology ~~fair~~similar ~~value~~to ofthat aemployed ~~reporting~~when ~~unit~~the isassociated ~~less~~assets ~~than~~were ~~its carrying amount. If~~acquired, ~~after~~but ~~assessing~~using ~~the~~updated ~~totality~~estimates of ~~events~~future ~~or circumstances~~sales, ancash ~~entity~~flows ~~determines~~and itprofitability. isFor ~~not~~2024 ~~more~~and ~~likely~~2023, ~~than not that~~ the fair value of aall ~~reporting~~indefinite ~~unit~~lived isintangible ~~less~~assets ~~than~~exceeded ~~its~~the respective carrying ~~amount, then performing a quantitative impairment assessment is unnecessary~~values.

In assessing the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we identify and assess relevant drivers of fair value and events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involves significant judgments and assumptions. The judgments and assumptions include the identification of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, Company-specific events and share price trends and making the assessment on whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact.25

~~When~~Finite-lived ~~performing~~assets aare ~~quantitative~~reviewed ~~assessment~~for ~~of goodwill~~ impairment ifwhenever ~~necessary,~~events or changes in ~~years~~circumstances ~~where~~indicate wethe ~~elect~~carrying toamount domay ~~so,~~not abe ~~discounted~~recovered ~~cash~~through ~~flow~~future ~~model~~net iscash ~~used~~flows togenerated ~~estimate~~by the ~~fair~~assets. ~~value~~Recoverability of ~~each~~assets ~~reporting~~to ~~unit,~~be ~~which~~held ~~considers~~and ~~forecasted~~used ~~cash~~is ~~flows~~measured ~~discounted~~by ata ancomparison ~~estimated weighted-average cost~~ of ~~capital.~~the ~~The~~carrying ~~forecasted~~amount ~~cash~~of ~~flows are based on~~ the ~~Company’s~~assets ~~long-term~~to ~~operating~~future ~~plan~~net ~~and~~undiscounted ~~the~~cash ~~weighted-average~~flows ~~cost~~estimated ofto ~~capital~~be isgenerated anby ~~estimate~~such ofassets. ~~the~~The ~~overall~~Company ~~after-tax~~was ~~rate~~not aware of ~~return.~~any ~~Other~~events ~~valuation~~or ~~techniques~~changes ~~including~~in ~~comparative~~circumstances ~~market~~that ~~multiples~~indicate ~~are~~the ~~used~~carrying ~~when~~value ~~appropriate.~~of ~~Discount~~its ~~rate~~finite-lived ~~assumptions~~assets ~~are~~may ~~based~~not onbe anrecoverable. ~~assessment~~See ofNote ~~the~~10 ~~risk~~to ~~inherent in~~ the ~~future~~Consolidated ~~cash~~Financial ~~flows~~Statements, ofGoodwill ~~the~~and ~~respective~~Other ~~reporting~~Intangible ~~units~~Assets.

The Company performed qualitative analyses as of October 1, 2023 and 2022 for all of its reporting units except for National Pump Company (“National”) in 2023 and 2022 and Fill-Rite in 2023 concluding that it was more likely than not that the fair value of the reporting units exceeded the respective carrying amounts.Acquisitions

The Company ~~performed~~allocates ~~a quantitative impairment analysis as of October 1, 2023 for National and Fill-Rite reporting units and concluded that~~ the ~~fair~~purchase ~~value~~price of ~~each reporting unit exceeded~~ its ~~carrying~~acquisitions ~~value~~to ~~and~~the ~~therefore~~assets ~~was not impaired. A sensitivity analysis was performed for each reporting unit~~acquired, ~~assuming~~liabilities ~~a hypothetical 100 basis point decrease in the expected long-term growth rate or a hypothetical 100 basis point increase in the weighted average cost of capital~~assumed, and ~~both~~noncontrolling ~~scenarios~~interests ~~independently~~based ~~yielded~~upon antheir ~~estimated~~respective fair ~~value~~values ~~above~~at ~~carrying value. If National or Fill-Rite fail to experience growth or revise their long-term projections downward, they could be subject to impairment charges in~~ the ~~future.~~acquisition ~~Goodwill relating to the National reporting unit is $13~~date.6 ~~million,~~The ~~or 1.5% of the~~ Company’s ~~December~~utilizes ~~31,~~management ~~2023~~estimates ~~total assets,~~ and ~~goodwill~~inputs ~~relating~~from toan ~~the~~independent ~~Fill~~third-~~Rite~~party ~~reporting~~valuation ~~unit~~firm ~~is $230.7 million, or 25.9% of the Company’s December 31, 2023 total assets. See Note 10~~ to ~~the~~assist ~~Consolidated~~in ~~Financial~~determining ~~Statements,~~these ~~“Goodwill~~fair ~~and Other Intangible Assets”~~values.

26The Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, which are forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, EBITDA margins, customer attrition rates, and royalty rates), which are considered Level 3 assets as the assumptions are unobservable inputs developed by the Company. Acquired inventories are recorded at fair value. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company.

~~Other~~The ~~indefinite-lived~~excess ~~intangible assets primarily consist~~ of ~~trademarks~~the ~~and~~acquisition ~~trade~~price ~~names.~~over ~~The~~estimated fair ~~value~~values ~~of these assets~~ is ~~also~~recorded ~~tested annually for impairment~~ as ofgoodwill. ~~October 1,~~Goodwill oris ~~whenever~~adjusted ~~events~~for orany changes into ~~circumstances~~acquisition ~~indicate~~date ~~there may be a possible permanent loss of value. The~~ fair value ofamounts ~~these~~made ~~assets~~within isthe ~~determined~~measurement ~~using~~period. aAcquisition-related ~~royalty~~transaction ~~relief~~costs ~~methodology~~are ~~similar~~recognized toseparately ~~that~~from ~~employed when~~ the ~~associated~~business ~~assets~~combination ~~were~~and ~~acquired,~~expensed ~~but~~as ~~using updated estimates of future sales, cash flows and profitability~~incurred. ~~For~~See ~~2023~~Note ~~and~~2 ~~2022,~~to the ~~fair~~Consolidated ~~value~~Financial ofStatements, ~~all indefinite lived intangible assets exceeded the respective carrying values~~Acquisitions.

Finite-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recovered through future net cash flows generated by the assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net undiscounted cash flows estimated to be generated by such assets. The Company was not aware of any events or changes in circumstances that indicate the carrying value of its finite-lived assets may not be recoverable. See Note 10 to the Consolidated Financial Statements, Goodwill and Other ~~Intangible~~Matters ~~Assets.~~

~~Acquisitions~~Certain transactions with related parties occur in the ordinary course of business and are not considered to be material to the Company’s consolidated financial position, net income or cash flows.

The Company ~~allocates~~does ~~the~~not ~~purchase~~have ~~price~~any ofoff-balance ~~its~~sheet ~~acquisitions to the assets acquired~~arrangements, ~~liabilities~~financings ~~assumed,~~or ~~and~~other ~~noncontrolling~~relationships ~~interests~~with ~~based~~unconsolidated ~~upon~~“special ~~their~~purpose ~~respective fair values at the acquisition date~~entities. ~~The Company utilizes management estimates and inputs from an independent third-party valuation firm to assist in determining these fair values.~~”

~~The~~ITEM ~~Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate~~7A. ~~The~~QUANTITATIVE ~~valuation~~AND ~~inputs~~QUALITATIVE inDISCLOSURES ~~these~~ABOUT ~~models~~MARKET and analyses are based on market participant assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, which are forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, EBITDA margins, customer attrition rates, and royalty rates), which are considered Level 3 assets as the assumptions are unobservable inputs developed by the Company. Acquired inventories are recorded at fair value. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company.RISK

The ~~excess~~Company ofis ~~the~~exposed ~~acquisition~~to ~~price~~various ~~over~~market ~~estimated~~risks, ~~fair~~including ~~values~~changes isin ~~recorded~~foreign ascurrency ~~goodwill~~exchange rates and interest rates. ~~Goodwill~~Exposure isto ~~adjusted~~foreign ~~for~~exchange ~~any~~rate ~~changes~~risk is due to ~~acquisition~~certain ~~date~~costs ~~fair~~and ~~value~~revenue ~~amounts~~being ~~made~~denominated ~~within~~in currencies other than one of the ~~measurement~~Company’s ~~period~~subsidiaries functional currency. ~~Acquisition-related~~The ~~transaction~~Company ~~costs~~is ~~are~~also ~~recognized~~exposed ~~separately~~to ~~from~~market risk as the ~~business~~result ~~combination~~of ~~and~~changes ~~expensed~~in asinterest ~~incurred~~rates which may affect the cost of financing. ~~See~~We ~~Note~~continually 2monitor these risks and regularly develop appropriate strategies to ~~the~~manage ~~Consolidated~~them. ~~Financial~~Accordingly, ~~Statements~~from time to time, ~~“Acquisitions”~~we may enter into certain derivative or other financial instruments. These financial instruments are used to mitigate market exposure and are not used for trading or speculative purposes.

~~Other~~Interest ~~Matters~~Rate Risk

~~Certain~~The ~~transactions~~results ~~with~~of ~~related~~operations ~~parties~~are ~~occur~~exposed to changes in interest rates primarily with respect to borrowings under the ~~ordinary~~Company’s ~~course~~Senior ofTerm ~~business~~Loan Facility and ~~are~~Credit ~~not~~Facility. ~~considered~~Borrowings tounder the Senior Term Loan Facility and Credit Facility may be ~~material~~made either at (i) a base rate plus the applicable margin, which ranges from 0.50% to 1.25%, or at (ii) an Adjusted Term SOFR Rate, plus the applicable margin, which ranges from 1.5% to 2.25%. At December 31, 2024, the Company’s ~~consolidated~~had ~~financial~~$340.8 ~~position~~million in borrowings under the Senior Term Loan Facility and no borrowings under the Credit Facility. As of December 31, ~~net~~2024, ~~income~~the orapplicable ~~cash~~interest ~~flows~~rates under the Senior Secured Credit Agreement were Adjusted Term SOFR plus 2.0%. See Note 5 - Financing Arrangements in the notes to our Consolidated Financial Statements.

~~The Company does not have any off-balance sheet arrangements, financings or other relationships with unconsolidated “special purpose entities.”~~26

~~ITEM~~To 7Areduce the exposure to changes in the market rate of interest, effective October 31, 2022, the Company entered into interest rate swap agreements for a portion of the Senior Term Loan Facility. ~~QUANTITATIVE~~Terms ~~AND~~of ~~QUALITATIVE~~the ~~DISCLOSURES~~interest ~~ABOUT~~rate ~~MARKET~~swap ~~RISK~~agreements require the Company to receive a fixed interest rate and pay a variable interest rate. The interest rate swap agreements are designated as a cash flow hedge, and as a result, the mark-to-market gains or losses will be deferred and included as a component of accumulated other comprehensive income (loss) and reclassified to interest expense in the period during which the hedged transactions affect earnings. See “Derivative Financial Instruments” and “Interest Rate Derivatives” in the Notes to our Consolidated Financial Statements.

The Company isestimates ~~exposed~~that toa ~~various~~hypothetical ~~market~~increase risks, including changes in foreign currency exchange rates and interest rates. Exposure to foreign exchange rate risk is due to certain costs and revenue being denominated in currencies other than one of ~~the~~100 ~~Company’s~~basis ~~subsidiaries~~points ~~functional currency. The Company is also exposed to market risk as the result of changes~~ in interest rates ~~which~~would ~~may~~increase ~~affect~~interest ~~the~~expense ~~cost~~by ofapproximately ~~financing~~$1.9 Wemillion ~~continually~~on ~~monitor~~an ~~these~~annual ~~risks and regularly develop appropriate strategies to manage them~~basis. Accordingly, from time to time, we may enter into certain derivative or other financial instruments. These financial instruments are used to mitigate market exposure and are not used for trading or speculative purposes.

27Foreign Currency Risk

~~Interest~~The ~~Rate~~Company’s ~~Risk~~foreign currency exchange rate risk is limited primarily to the Euro, Canadian Dollar, South African Rand and British Pound. The Company manages its foreign exchange risk principally through invoicing customers in the same currency as is used in the market of the source of products. The foreign currency transaction gains (losses) for 2024, 2023 and 2022 were $(0.4) million, $(0.4) million and $0.2 million, respectively, and are reported within Other (expense) income, net on the Consolidated Statements of Income.

~~The~~ITEM results of operations are exposed to changes in interest rates primarily with respect to borrowings under the Company’s senior term loan facility, revolving credit facility, and subordinated credit facility. Borrowings under the senior term loan facility and revolving credit facility may be made either at (i) a base rate plus the applicable margin, which ranges from 0.75% to 1.75%, or at (ii) an Adjusted Term SOFR Rate, plus the applicable margin, which ranges from 1.75% to 2.75%. Borrowings under the subordinated credit facility bear interest at (i) either a base rate plus 8.~~0%,~~ orFINANCIAL atSTATEMENTS ~~(ii)~~AND anSUPPLEMENTARY Adjusted Term SOFR Rate plus 9.1%. At December 31, 2023, the Company had $323.8 million in borrowings under the senior term loan facility, $90.0 million in borrowings under the subordinated credit facility, and no borrowings under the revolving credit facility. See Note 5 “Financing Arrangements” in the Notes to our Consolidated Financial Statements. DATA

ToReport ~~reduce the exposure to changes in the market rate~~ of ~~interest,~~Independent ~~effective~~Registered ~~October~~Public ~~31,~~Accounting 2022, the Company entered into interest rate swap agreements for a portion of the senior term loan facility. Terms of the interest rate swap agreements require the Company to receive a fixed interest rate and pay a variable interest rate. The interest rate swap agreements are expected to be designated as a cash flow hedge, and as a result, the mark-to-market gains or losses will be deferred and included as a component of accumulated other comprehensive income (loss) and reclassified to interest expense in the period during which the hedged transactions affect earnings. See “Derivative Financial Instruments” and “Interest Rate Derivatives” in the Notes to our Consolidated Financial Statements. Firm

~~The~~To ~~Company~~the ~~estimates~~Shareholders ~~that~~and athe ~~hypothetical~~Board ~~increase~~ of ~~100~~Directors ~~basis~~of ~~points~~The inGorman-Rupp ~~interest rates would increase interest expense by approximately $2.5 million on an annual basis.~~Company

~~Foreign~~Opinion ~~Currency~~on ~~Risk~~the Financial Statements

~~The~~We ~~Company’s~~have ~~foreign~~audited ~~currency~~the ~~exchange~~accompanying ~~rate~~consolidated ~~risk~~balance issheets ~~limited~~of ~~primarily~~The toGorman-Rupp Company (the ~~Euro~~Company) as of December 31, ~~Canadian~~2024 ~~Dollar~~and 2023, ~~South~~the ~~African~~related ~~Rand~~consolidated ~~and~~statements ~~British~~of ~~Pound.~~income, ~~The~~comprehensive ~~Company~~income, ~~manages~~equity ~~its~~and ~~foreign~~cash ~~exchange~~flows ~~risk~~for ~~principally~~each ~~through~~of ~~invoicing~~the ~~customers~~three years in the ~~same~~period ~~currency~~ended asDecember is31, ~~used~~2024, inand the ~~market~~related ofnotes ~~the~~(collectively ~~source~~referred ofto ~~products.~~as ~~The~~the ~~foreign~~“consolidated ~~currency~~financial ~~transaction~~statements”). ~~gains~~In ~~(losses)~~our ~~for~~opinion, ~~2023~~the ~~and~~consolidated ~~2022~~financial ~~were~~statements ~~$(0.4)~~present ~~million~~fairly, ~~and~~in ~~$0.2~~all ~~million,~~material ~~respectively~~respects, ~~and~~the ~~are~~financial ~~reported~~position ~~within~~of ~~Other~~the ~~(expense)~~Company ~~income~~at December 31, ~~net~~2024 onand ~~the~~2023, ~~Consolidated~~and ~~Statements~~the results of ~~Income.~~its ~~There~~operations ~~were~~and noits ~~net~~cash ~~foreign~~flows ~~currency~~for ~~transaction~~each ~~gains~~of ~~(losses)~~the ~~for~~three years in the period ~~ending~~ended December 31, ~~2021~~2024, in conformity with U.S. generally accepted accounting principles.

~~ITEM~~We 8.also ~~FINANCIAL~~have ~~STATEMENTS~~audited, ~~AND~~in ~~SUPPLEMENTARY~~accordance ~~DATA~~with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 3, 2025 expressed an unqualified opinion thereon.

~~Report~~Basis offor ~~Independent Registered Public Accounting Firm~~Opinion

ToThese financial statements are the ~~Shareholders~~responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the ~~Board~~Company ofin ~~Directors~~accordance with the U.S. federal securities laws and the applicable rules and regulations of ~~The~~the ~~Gorman-Rupp~~Securities ~~Company~~and Exchange Commission and the PCAOB.

~~Opinion~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the ~~Financial~~amounts ~~Statements~~and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have audited the accompanying consolidated balance sheets of The Gorman-Rupp Company (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.27

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2024 expressed an unqualified opinion thereon.

Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Fill-Rite Goodwill Impairment Analysis
Description of the Matter		At December 31, 2024, the Company’s total goodwill was $257.6 million, of which, $230.7 million related to the Fill-Rite reporting unit. As discussed in Note 1 and Note 10 of the consolidated financial statements, goodwill is tested for impairment at least annually on October 1 at the reporting unit level, or when events or circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed a quantitative analysis for the annual impairment testing of the Fill-Rite reporting unit using both a market approach and a discounted cash flow model to estimate the fair value of the reporting unit.

		Auditing the Company’s Fill-Rite quantitative goodwill impairment analysis was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting unit. In particular, the fair value estimate using the discounted cash flow model was sensitive to significant assumptions such as the discount rate, discrete revenue growth rates, and profitability assumptions. Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in customer preferences.

How We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Fill-Rite reporting unit goodwill impairment analysis process, including controls over the significant assumptions mentioned above.

		To test the estimated fair value used in the Fill-Rite reporting unit goodwill impairment analysis, we performed audit procedures that included, among others, assessing the fair value methodologies and testing the significant assumptions discussed above and the underlying data used in the analysis. For example, we compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model, and other relevant factors, as applicable. We assessed the historical accuracy of management’s estimates. We also performed sensitivity analyses of significant assumptions, including the discount rate, discrete revenue growth rates, and profitability assumptions, to evaluate the changes in fair value that would result from changes in the assumptions and the potential impact on the Company’s conclusion of whether the goodwill was impaired. In addition, we involved our valuation specialist to assist with our evaluation of the methodology used by the Company and significant assumptions, including the discount rate.

28/s/ Ernst & Young LLP

~~Basis~~We ~~for~~have ~~Opinion~~served as the Company’s auditor since at least 1967, but we are unable to determine the specific year.

~~These~~Cleveland, financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Ohio

WeMarch conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement3, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.2025

~~Critical Audit Matters~~28

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate. FillGorman-~~Rite~~Rupp ~~Goodwill Impairment Evaluation~~Company

~~Description~~Consolidated ofStatements ~~the Matter At December 31, 2023, the Company’s total goodwill was $257.7 million,~~ of which, $230.7 million related to the Fill-Rite reporting unit. As discussed in Note 1 and Note 10 of the consolidated financial statements, goodwill is tested for impairment at least annually on October 1 at the reporting unit level, or when events or circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For 2023, the Company used a quantitative analysis for the annual goodwill impairment testing for its Fill-Rite reporting unit. The Company uses an income and market approach in its quantitative impairment tests. Auditing the Company’s Fill-Rite quantitative goodwill impairment evaluation was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting unit. In particular, the fair value estimate using the income approach was sensitive to significant assumptions such as the discount rate, discrete revenue growth rates, and profitability assumptions. Elements of these significant assumptions are forward-looking and could be affected by future economic conditions and/or changes in consumer preferences.Income

	Year Ended December 31,
(Dollars in thousands, except share and per share amounts)	2024			2023			2022

Net sales	$	659,667		$	659,511		$	521,027
Cost of products sold		455,339			463,258			390,090
Gross profit		204,328			196,253			130,937
Selling, general and administrative expenses		100,506			96,660			83,117
Amortization expense		12,379			12,552			7,637
Operating income		91,443			87,041			40,183
Interest expense		(33,621	)		(41,273	)		(19,240	)
Other income (expense), net		(7,329	)		(1,807	)		(7,071	)
Income before income taxes		50,493			43,961			13,872
Provision from income taxes		10,378			9,010			2,677
Net income	$	40,115		$	34,951		$	11,195

Earnings per share	$	1.53		$	1.34		$	0.43
Average number of shares outstanding.		26,219,291			26,174,174			26,089,976

~~How~~See Wenotes Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s Fill-Rite reporting unit goodwill impairment review process, including controls over the significant assumptions mentioned above. To test the estimated fair value used in the Company’s Fill-Rite reporting unit goodwill impairment analysis, we performed audit procedures that included, among others, assessing fair value methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. For example, we compared the significant assumptions used by management to ~~current~~consolidated ~~industry~~financial ~~and economic trends, changes to the Company’s business model, and other relevant factors~~statements. We assessed the historical accuracy of management’s estimates. We also performed sensitivity analyses of significant assumptions, including the discount rate, discrete revenue growth rates, and profitability assumptions, to evaluate the changes in fair value that would result from changes in the assumptions and the potential impact on the Company’s conclusion of whether or not the goodwill was impaired. In addition, we involved our valuation specialist to assist with our evaluation of the methodology used by the Company and significant assumptions, including, among others, the discount rate.

~~/s/~~Consolidated ~~Ernst~~Statements &of ~~Young~~Comprehensive ~~LLP~~Income

We have served as the Company’s auditor since at least 1967, but we are unable to determine the specific year.

	Year Ended December 31,
(Dollars in thousands)	2024			2023			2022

Net income	$	40,115		$	34,951		$	11,195

Cumulative translation adjustments		(3,024	)		931			(2,768	)
Cash flow hedging activity, net of tax		966			(452	)		(617	)
Pension and postretirement medical liability adjustments, net of tax		1,552			(942	)		9,241
Other comprehensive income (loss)		(506	)		(463	)		5,856
Comprehensive income	$	39,609		$	34,488		$	17,051

~~Cleveland,~~See ~~Ohio~~notes to consolidated financial statements.

~~February 26, 2024~~29

30The Gorman-Rupp Company

~~The~~Consolidated ~~Gorman-Rupp~~Balance ~~Company~~Sheets

Consolidated Statements of Income

	December 31,
(Dollars in thousands)	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	24,213		$	30,518
Accounts receivable, net		87,636			89,625
Inventories, net		99,205			104,156
Prepaid and other		9,773			11,812
Total current assets		220,827			236,111
Property, plant and equipment, net		131,822			134,872
Other assets		23,838			24,841
Other intangible assets, net		224,428			236,813
Goodwill		257,554			257,721
Total assets	$	858,469		$	890,358

Liabilities and equity
Current liabilities:
Accounts payable	$	24,752		$	23,886
Payroll and employee related liabilities		20,982			20,172
Commissions payable		6,438			10,262
Deferred revenue and customer deposits		6,840			12,521
Current portion of long-term debt		18,500			21,875
Accrued expenses		10,015			11,960
Total current liabilities		87,527			100,676
Pension benefits		6,629			11,500
Postretirement benefits		22,178			22,786
Long-term debt, net of current portion		348,097			382,579
Other long-term liabilities		20,238			23,358
Total liabilities		484,669			540,899
Equity:
Common shares, without par value:
Authorized - 35,000,000 shares;
Outstanding – 26,227,540 shares at December 31, 2024 and 26,193,998 shares at December 31, 2023 (after deducting treasury shares of 821,256 and 854,798, respectively), at stated capital amounts		5,126			5,119
Additional paid-in capital		9,360			5,750
Retained earnings		384,757			363,527
Accumulated other comprehensive loss		(25,443	)		(24,937	)
Total equity		373,800			349,459
Total liabilities and equity	$	858,469		$	890,358

	Year Ended December 31,
(Dollars in thousands, except share and per share amounts)	2023			2022			2021
Net sales	$	659,511		$	521,027		$	378,316
Cost of products sold		463,258			390,090			282,419
Gross profit		196,253			130,937			95,897
Selling, general and administrative expenses		96,660			83,117			56,004
Amortization expense		12,552			7,637			537
Operating income		87,041			40,183			39,356
Interest expense		(41,273	)		(19,240	)		-
Other income (expense), net		(1,807	)		(7,071	)		(2,108	)
Income before income taxes		43,961			13,872			37,248
Provision from income taxes		9,010			2,677			7,397
Net income	$	34,951		$	11,195		$	29,851
Earnings per share	$	1.34		$	0.43		$	1.14
Average number of shares outstanding.		26,174,174			26,089,976			26,119,376

See notes to consolidated financial statements.

~~See notes to consolidated financial statements.~~30

~~Consolidated~~The ~~Statements~~Gorman-Rupp ~~of Comprehensive Income~~Company

	Year Ended December 31,
(Dollars in thousands)	2023			2022			2021
Net income	$	34,951		$	11,195		$	29,851
Cumulative translation adjustments		931			(2,768	)		(2,807	)
Cash flow hedging activity		(452	)		(617	)		-
Pension and postretirement medical
liability adjustments, net of tax		(942	)		9,241			2,854
Other comprehensive income (loss)		(463	)		5,856			47
Comprehensive income	$	34,488		$	17,051		$	29,898

Consolidated Statements of Cash Flows

See notes to consolidated financial statements.

	Year Ended December 31,
(Dollars in thousands)	2024			2023			2022
Cash flows from operating activities:
Net income	$	40,115		$	34,951		$	11,195
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		27,897			28,496			21,158
LIFO expense		5,142			6,891			18,041
Pension expense		2,715			3,604			9,985
Contributions to pension plan		(5,089	)		(2,250	)		(2,250	)
Stock based compensation		4,008			3,252			2,957
Amortization of debt issuance fees		6,405			3,014			1,717
Deferred income tax charge (benefit)		(1,417	)		(414	)		(1,086	)
Gain on sale of property, plant, and equipment		(1,195	)		-			-
Other		387			1,335			(128	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		1,180			3,752			(13,954	)
Inventories, net		(2,031	)		559			(32,772	)
Accounts payable		1,222			(1,518	)		(2,250	)
Commissions payable		(3,603	)		9			2,051
Deferred revenue and customer deposits		(5,636	)		5,773			(2,329	)
Accrued expenses and other		(1,801	)		6,316			(954	)
Income taxes		2,129			1,226			1,907
Benefit obligations		(598	)		3,229			397
Net cash provided by operating activities		69,830			98,225			13,685
Cash flows from investing activities
Capital additions		(14,319	)		(20,835	)		(17,986	)
Acquisitions		-			-			(527,993	)
Proceeds from sale of property, plant, and equipment		2,453			-			-
Other		-			672			306
Net cash used for investing activities		(11,866	)		(20,163	)		(545,673	)
Cash flows from financing activities:
Cash dividends		(19,009	)		(18,447	)		(17,872	)
Treasury share repurchases		(267	)		(1,029	)		(918	)
Proceeds from bank borrowings		400,000			5,000			457,000
Payments to banks for borrowings		(443,000	)		(39,500	)		(8,750	)
Debt issuance fees		(746	)		-			(15,217	)
Other		(115	)		(551	)		(130	)
Net cash provided by (used for) financing activities		(63,137	)		(54,527	)		414,113
Effect of exchange rate changes on cash		(1,132	)		200			(536	)
Net increase (decrease) in cash and cash equivalents		(6,305	)		23,735			(118,411	)
Cash and cash equivalents:
Beginning of year		30,518			6,783			125,194
End of period	$	24,213		$	30,518		$	6,783

31See notes to consolidated financial statements.

~~The Gorman-Rupp Company~~31

~~Consolidated~~The ~~Balance~~Gorman-Rupp ~~Sheets~~Company

	December 31,
(Dollars in thousands)	2023			2022
Assets
Current assets:
Cash and cash equivalents	$	30,518		$	6,783
Accounts receivable, net		89,625			93,059
Inventories, net		104,156			111,133
Prepaid and other		11,812			14,551
Total current assets		236,111			225,526
Property, plant and equipment, net		134,872			128,640
Other assets		24,841			11,579
Other intangible assets, net		236,813			249,361
Goodwill		257,721			257,724
Total assets	$	890,358		$	872,830
Liabilities and equity
Current liabilities:
Accounts payable	$	23,277		$	24,697
Payroll and employee related liabilities		20,172			17,132
Commissions payable		10,262			10,116
Deferred revenue and customer deposits		12,521			6,740
Current portion of long-term debt		21,875			17,500
Accrued expenses		12,569			9,028
Total current liabilities		100,676			85,213
Pension benefits		11,500			9,352
Postretirement benefits		22,786			22,413
Long-term debt, net of current portion		382,579			419,327
Other long-term liabilities		23,358			5,331
Total liabilities		540,899			541,636
Equity:
Common shares, without par value:
Authorized - 35,000,000 shares;
Outstanding – 26,193,998 shares at December 31, 2023 and 26,094,865 shares at December 31, 2022 (after deducting treasury shares of 854,798 and 953,931, respectively), at stated capital amounts		5,119			5,097
Additional paid-in capital		5,750			3,912
Retained earnings		363,527			346,659
Accumulated other comprehensive loss		(24,937	)		(24,474	)
Total equity		349,459			331,194
Total liabilities and equity	$	890,358		$	872,830

Consolidated Statements of Equity

See notes to consolidated financial statements.

(Dollars in thousands, except share	Common Shares						Additional Paid-In			Retained			Accumulated Other Comprehensive
and per share amounts)	Shares			Dollars			Capital			Earnings			(Loss) Income			Total
Balances December 31, 2021		26,103,661		$	5,099		$	1,838		$	353,369		$	(30,330	)	$	329,976

Net income											11,195						11,195

Other comprehensive income														5,856			5,856

Stock based compensation		15,750			3			2,896			58						2,957

Treasury share repurchases		(24,546	)		(5	)		(822	)		(91	)					(918	)

Cash dividends - $0.69 per share											(17,872	)					(17,872	)

Balances December 31, 2022		26,094,865			5,097			3,912			346,659			(24,474	)		331,194

Net income											34,951						34,951

Other comprehensive loss														(463	)		(463	)

Stock based compensation		135,238			30			2,727			496						3,253

Treasury share repurchases		(36,105	)		(8	)		(889	)		(132	)					(1,029	)

Cash dividends - $0.71 per share											(18,447	)					(18,447	)

Balances December 31, 2023		26,193,998			5,119			5,750			363,527			(24,937	)		349,459

Net income											40,115						40,115

Other comprehensive loss														(506	)		(506	)

Stock based compensation		40,890			9			3,849			150						4,008

Treasury share repurchases		(7,348	)		(2	)		(239	)		(26	)					(267	)

Cash dividends - $0.73 per share											(19,009	)					(19,009	)

Balances December 31, 2024		26,227,540		$	5,126		$	9,360		$	384,757		$	(25,443	)	$	373,800

32See notes to consolidated financial statements.

~~The Gorman-Rupp Company~~32

~~Consolidated~~The ~~Statements~~Gorman-Rupp ~~of Cash Flows~~Company

	Year Ended December 31,
(Dollars in thousands)	2023			2022			2021
Cash flows from operating activities:
Net income	$	34,951		$	11,195		$	29,851
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		28,496			21,158			11,914
LIFO expense		6,891			18,041			6,669
Pension expense		3,604			9,985			4,989
Contributions to pension plan		(2,250	)		(2,250	)		(2,000	)
Stock based compensation		3,252			2,957			2,396
Amortization of debt issuance fees		3,014			1,717			-
Deferred income tax charge (benefit)		(414	)		(1,086	)		50
Other		1,335			(128	)		(103	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable, net		3,752			(13,954	)		(8,702	)
Inventories, net		559			(32,772	)		(10,959	)
Accounts payable		(1,518	)		(2,250	)		8,717
Commissions payable		9			2,051			2,718
Deferred revenue and customer deposits		5,773			(2,329	)		1,351
Accrued expenses and other		6,316			(954	)		(1,631	)
Income taxes		1,226			1,907			-
Benefit obligations		3,229			397			178
Net cash provided by operating activities		98,225			13,685			45,438
Cash flows from investing activities
Capital additions		(20,835	)		(17,986	)		(9,751	)
Acquisitions		-			(527,993	)		-
Other		672			306			582
Net cash used for investing activities		(20,163	)		(545,673	)		(9,169	)
Cash flows from financing activities:
Cash dividends		(18,447	)		(17,872	)		(16,586	)
Treasury share repurchases		(1,029	)		(918	)		(1,245	)
Proceeds from bank borrowings		5,000			457,000			-
Payments to banks for borrowings		(39,500	)		(8,750	)		-
Debt issuance fees		-			(15,217	)		-
Other		(551	)		(130	)		(722	)
Net cash provided by (used for) financing activities		(54,527	)		414,113			(18,553	)
Effect of exchange rate changes on cash		200			(536	)		(725	)
Net increase (decrease) in cash and cash equivalents		23,735			(118,411	)		16,991
Cash and cash equivalents:
Beginning of year		6,783			125,194			108,203
End of period	$	30,518		$	6,783		$	125,194

Notes to Consolidated Financial Statements

~~See~~(Amounts ~~notes~~in totables ~~consolidated~~in ~~financial~~thousands ~~statements.~~of dollars)

33Note 1 – Summary of Significant Accounting Policies

~~The~~General ~~Gorman-Rupp~~Information ~~Company~~and Basis of Presentation

~~Consolidated~~The ~~Statements~~Gorman-Rupp Company is a leading designer, manufacturer and international marketer of ~~Equity~~pumps and pump systems for use in diverse water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire suppression, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications.

(Dollars in thousands, except share	Common Shares						Additional Paid-In			Retained			Accumulated Other Comprehensive
and per share amounts)	Shares			Dollars			Capital			Earnings			(Loss) Income			Total
Balances December 31, 2020		26,101,992		$	5,099		$	693		$	340,098		$	(30,377	)	$	315,513
Net income											29,851						29,851
Other comprehensive income														47			47
Stock based compensation		31,707			7			2,273			116						2,396
Treasury share repurchases		(30,038	)		(7	)		(1,128	)		(110	)					(1,245	)
Cash dividends - $0.64 per share											(16,586	)					(16,586	)
Balances December 31, 2021		26,103,661			5,099			1,838			353,369			(30,330	)		329,976
Net income											11,195						11,195
Other comprehensive income														5,856			5,856
Stock based compensation		15,750			3			2,896			58						2,957
Treasury share repurchases		(24,546	)		(5	)		(822	)		(91	)					(918	)
Cash dividends - $0.69 per share											(17,872	)					(17,872	)
Balances December 31, 2022		26,094,865			5,097			3,912			346,659			(24,474	)		331,194
Net income											34,951						34,951
Other comprehensive loss														(463	)		(463	)
Stock based compensation		135,238			30			2,727			496						3,253
Treasury share repurchases		(36,105	)		(8	)		(889	)		(132	)					(1,029	)
Cash dividends - $0.71 per share											(18,447	)					(18,447	)
Balances December 31, 2023		26,193,998		$	5,119		$	5,750		$	363,527		$	(24,937	)	$	349,459

The Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Earnings per share are calculated based on the weighted-average number of common shares outstanding.

~~See~~Certain ~~notes~~prior toyear ~~consolidated~~amounts ~~financial~~have ~~statements~~been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results.

34Use of Estimates

The ~~Gorman-Rupp~~preparation ~~Company~~of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates.

~~Notes~~Cash toEquivalents ~~Consolidated~~and ~~Financial~~Short-Term ~~Statements~~Investments

~~(Amounts~~The inCompany ~~tables~~considers inhighly ~~thousands~~liquid instruments with maturities of ~~dollars)~~90 days or less to be cash equivalents. The Company periodically makes short-term investments for which cost approximates fair value.

~~Note~~Accounts 1Receivable –and ~~Summary~~Allowance offor ~~Significant~~Doubtful ~~Accounting~~Accounts ~~Policies~~

~~General~~Accounts ~~Information~~receivable ~~and~~are ~~Basis~~stated at the historical carrying amount net of ~~Presentation~~allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for expected losses from the failure of its customers to make required payments for products delivered. The Company estimates this allowance based on knowledge of the financial condition of customers, review of historical receivables and reserve trends, current economic conditions in the company’s major markets and geographies, and other relevant information.

The ~~Gorman-Rupp~~allowance ~~Company is a leading designer, manufacturer and international marketer of pumps and pump systems~~ for ~~use~~doubtful inaccounts ~~diverse~~was ~~water,~~$1.1 ~~wastewater,~~million ~~construction,~~at ~~dewatering~~December 31, ~~industrial,~~2024 ~~petroleum,~~and ~~original~~$0.7 ~~equipment,~~million ~~agriculture,~~at ~~fire~~December ~~suppression~~31, ~~heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications~~2023.

~~The~~Inventories Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Earnings per share are calculated based on the weighted-average number of common shares outstanding.

~~Certain~~The ~~prior~~majority ~~year~~of ~~amounts~~the ~~have~~Company’s ~~been~~inventories ~~reclassified~~are ~~for~~valued ~~consistency~~on the last-in, first-out (LIFO) method and stated at the lower of cost or market. All other inventories are stated at the lower of cost or net realizable value with cost determined using the ~~current~~first-in, ~~year~~first-out ~~presentation~~(FIFO) method. ~~These~~Cost ~~reclassifications~~components ~~had~~include nomaterials, ~~effect~~inbound freight costs, labor and allocations of fixed and variable overheads on ~~the~~an ~~reported~~absorption ~~results~~costing basis.

~~Use of Estimates~~ 33

The ~~preparation~~costs for approximately 67% and 66% of ~~financial~~inventories ~~statements~~at December 31, 2024 and 2023, respectively, were determined using the last-in, ~~conformity~~first-out ~~with~~(LIFO) ~~generally~~method. ~~accepted~~Current ~~accounting~~cost ~~principles~~approximates ~~requires~~replacement ~~management~~cost, toor ~~make~~market, ~~estimates~~and LIFO cost is determined at the end of each fiscal year based on inventory levels on-hand at current replacement cost and ~~assumptions~~a ~~that~~LIFO ~~affect~~reserve. The Company uses the ~~amounts~~simplified ~~reported~~LIFO method, under which the LIFO reserve is determined utilizing the inflation factor specified in the ~~Consolidated~~Producer ~~Financial~~Price ~~Statements~~Index for Machinery and ~~accompanying~~Equipment ~~notes~~– Pumps, Compressors and Equipment, as published by the U.S. ~~Actual~~Bureau ~~results~~of ~~could~~Labor ~~differ~~Statistics. Interim ~~from~~LIFO ~~those~~calculations ~~estimates~~are based on management’s estimate of the expected year-end inflation index and, as such, are subject to adjustment each quarter including the fourth quarter when the inflation index for the year is finalized. When inflation increases, the LIFO reserve and non-cash expense increase.

~~Cash~~Property, ~~Equivalents~~plant and ~~Short-Term~~equipment ~~Investments~~

~~The~~Property, ~~Company~~plant ~~considers~~and ~~highly~~equipment ~~liquid~~are ~~instruments~~stated ~~with~~on ~~maturities~~the basis of 90cost. ~~days~~Repairs orand ~~less~~maintenance tocosts beare ~~cash~~expensed ~~equivalents~~as incurred. ~~The~~Depreciation ~~Company~~for ~~periodically~~property, ~~makes~~plant ~~short~~and equipment assets is computed using the straight-~~term~~line ~~investments~~method over the estimated useful lives of the assets and is included in Cost of products sold and Selling, general and administrative expenses based on the use of the assets. Depreciation expense was $15.5 million, $15.9 million, and $13.3 million for ~~which~~2024, ~~cost~~2023, ~~approximates~~and ~~fair~~2022, ~~value~~respectively.

~~Accounts~~Depreciation ~~Receivable~~of property, plant and ~~Allowance~~equipment ~~for~~is ~~Doubtful~~determined ~~Accounts~~based on the following lives:

Accounts receivable are stated at the historical carrying amount net of allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts for expected losses from the failure of its customers to make required payments for products delivered. The Company estimates this allowance based on knowledge of the financial condition of customers, review of historical receivables and reserve trends, current economic conditions in the company’s major markets and geographies, and other relevant information.

~~The allowance for doubtful accounts was $0.7 million at December 31~~Property, ~~2023~~plant and ~~$0.5~~equipment ~~million~~consist atof ~~December~~the ~~31, 2022.~~following:

Inventories

	2024			2023
Land	$	6,116		$	6,214
Buildings		123,199			121,517
Machinery and equipment		229,624			227,567
		358,939			355,298
Less accumulated depreciation		(227,117	)		(220,426	)
Property, plant and equipment, net	$	131,822		$	134,872

~~The~~Property, ~~majority~~plant ofand equipment are evaluated for impairment whenever events or changes in circumstances indicate the ~~Company’s~~carrying ~~inventories~~amount ~~are~~may ~~valued~~not onbe recovered through future net cash flows generated by the ~~last-in,~~assets. ~~first-out~~Impairment ~~(LIFO)~~losses ~~method~~may ~~and~~be ~~stated~~recorded atwhen the ~~lower~~undiscounted ofcash ~~cost~~flows orestimated ~~market.~~to ~~All~~be ~~other~~generated ~~inventories~~by those assets are ~~stated~~less atthan the ~~lower~~assets’ ofcarrying ~~cost~~amounts orbased ~~net~~on ~~realizable~~the ~~value~~excess ~~with~~of ~~cost~~the ~~determined~~carrying ~~using~~amounts over the ~~first-in,~~estimated ~~first-out~~fair ~~(FIFO)~~value ~~method~~of the assets. ~~Cost~~The ~~components~~Company ~~include~~was ~~materials,~~not ~~inbound~~aware ~~freight~~of ~~costs,~~any ~~labor~~events ~~and~~or ~~allocations~~changes in circumstances that indicated the carrying value of ~~fixed~~its ~~and~~property, ~~variable~~plant ~~overheads~~and onequipment anmay ~~absorption~~not ~~costing~~be ~~basis~~recoverable.

~~The~~Goodwill ~~costs for approximately 66%~~ and ~~68%~~Identifiable ofIntangible inventories at December 31, 2023 and 2022, respectively, were determined using the last-in, first-out (LIFO) method. Current cost approximates replacement cost, or market, and LIFO cost is determined at the end of each fiscal year based on inventory levels on-hand at current replacement cost and a LIFO reserve. The Company uses the simplified LIFO method, under which the LIFO reserve is determined utilizing the inflation factor specified in the Producer Price Index for Machinery and Equipment – Pumps, Compressors and Equipment, as published by the U.S. Bureau of Labor Statistics. Interim LIFO calculations are based on management’s estimate of the expected year-end inflation index and, as such, are subject to adjustment each quarter including the fourth quarter when the inflation index for the year is finalized. When inflation increases, the LIFO reserve and non-cash expense increase.Assets

35Goodwill

~~Property,~~Goodwill ~~plant~~represents the excess of the cost of acquired businesses over the fair value of tangible assets and ~~equipment~~identifiable intangible assets purchased and liabilities assumed.

~~Property,~~Goodwill ~~plant~~is ~~and~~reviewed ~~equipment~~annually ~~are~~for ~~stated~~impairment onas ~~the~~of ~~basis~~October 1 ofor ~~cost.~~whenever ~~Repairs~~events ~~and~~or ~~maintenance~~changes ~~costs~~in ~~are~~circumstances ~~expensed~~indicate asthere ~~incurred~~may be a possible permanent loss of value using either a quantitative or qualitative analysis. ~~Depreciation~~For ~~for~~certain ~~property~~reporting units, ~~plant~~the ~~and~~Company ~~equipment~~performs ~~assets~~a isquantitative ~~computed~~analysis using ~~the~~both ~~straight~~a market-~~line~~based ~~method~~approach ~~over~~and ~~the~~a ~~estimated~~discounted ~~useful~~cash ~~lives~~flow ofmodel to estimate the ~~assets~~fair ~~and~~value isof ~~included~~our inreporting ~~Cost~~units. ofThis ~~products~~process ~~sold~~requires ~~and~~significant ~~Selling~~judgements, ~~general~~including ~~and~~estimation ~~administrative~~of ~~expenses~~future ~~based~~cash onflows, ~~the~~which ~~use~~is ofdependent ~~the~~on ~~assets~~internal forecasts. ~~Depreciation~~The ~~expense~~Company ~~was~~may ~~$15~~otherwise elect to perform a qualitative analysis when deemed appropriate.9 ~~million~~A qualitative analysis may be performed by assessing certain trends and factors, ~~$13.3~~including ~~million~~projected market outlook and growth rates, forecasted and ~~$11.2~~actual ~~million~~sales ~~for~~and ~~2023~~operating profit margins, ~~2022~~discount rates, industry data and ~~2021~~other relevant qualitative factors. These trends and factors are compared to, ~~respectively~~and based on, the assumptions used in the most recent quantitative assessment.

~~Depreciation of property, plant and equipment is determined based on the following lives:~~34

	Years
Buildings	20	-	50
Machinery and equipment	5	-	15
Software	3	-	5

No impairment charges were recognized in any of the Company’s reporting units in 2024, 2023, or 2022. See Note 10 to the Consolidated Financial Statements, Goodwill and Other Intangible Assets.

~~Property,~~Identifiable ~~plant~~intangible ~~and equipment consist of the following:~~assets

	2023			2022
Land	$	6,214		$	6,215
Buildings		121,517			119,197
Machinery and equipment		227,567			212,581
		355,298			337,993
Less accumulated depreciation		(220,426	)		(209,353	)
Property, plant and equipment, net	$	134,872		$	128,640

The Company’s primary identifiable intangible assets include customer relationships, technology and drawings, and trade names and trademarks. Identifiable intangible assets with finite lives are amortized and those identifiable intangible assets with indefinite lives are not amortized. Amortization for finite-lived intangible assets is computed using the straight-line method over the estimated useful lives of the assets and is included in Cost of products sold and Selling, general and administrative expenses based on the use of the assets. Amortization of finite-lived intangible assets is determined based on the following lives:

Property, plant and equipment are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount may not be recovered through future net cash flows generated by the assets. Impairment losses may be recorded when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts based on the excess of the carrying amounts over the estimated fair value of the assets. The Company was not aware of any events or changes in circumstances that indicated the carrying value of its property, plant and equipment may not be recoverable.

~~Goodwill~~Identifiable ~~and~~intangible ~~Identifiable~~assets ~~Intangible~~that ~~Assets~~are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount may not be recovered through future net cash flows generated by the assets. Impairment losses may be recorded when the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts based on the excess of the carrying amounts over the estimated fair value of the assets. The Company was not aware of any events or changes in circumstances that indicated the carrying value of its finite-lived intangible assets may not be recoverable.

~~Goodwill~~Identifiable intangible assets not subject to amortization are tested for impairment annually or more frequently if events warrant. The fair value of these assets is determined using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows and profitability. For 2024, 2023 and 2022, the fair value of indefinite lived intangible assets exceeded their carrying values.

~~Goodwill~~For ~~represents~~additional ~~the~~information ~~excess~~about ofgoodwill ~~the~~and ~~cost~~other ofintangible ~~acquired~~assets, ~~businesses~~see ~~over~~Note ~~the~~10 ~~fair~~to ~~value~~the ofConsolidated ~~tangible~~Financial ~~assets~~Statements, ~~and~~Goodwill ~~identifiable intangible assets purchased~~ and ~~liabilities~~Other ~~assumed~~Intangible Assets.

Goodwill is reviewed annually for impairment as of October 1 or whenever events or changes in circumstances indicate there may be a possible permanent loss of value using either a quantitative or qualitative analysis. For certain reporting units, the Company performs a quantitative analysis using both a market-based approach and a discounted cash flow model to estimate the fair value of our reporting units. This process requires significant judgements, including estimation of future cash flows, which is dependent on internal forecasts. The Company may otherwise elect to perform a qualitative analysis when deemed appropriate. A qualitative analysis may be performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment. Acquisitions

NoThe ~~impairment~~Company ~~charges~~allocates ~~were~~the ~~recognized~~purchase inprice ~~any~~ of ~~the~~its ~~Company’s~~acquisitions ~~reporting~~to ~~units~~the inassets ~~2023~~acquired, ~~2022~~liabilities assumed, orand ~~2021.~~noncontrolling ~~See~~interests ~~Note~~based 10upon totheir respective fair values at the ~~Consolidated~~acquisition ~~Financial~~date. ~~Statements,~~The ~~Goodwill~~Company utilizes management estimates and ~~Other~~inputs ~~Intangible~~from ~~Assets~~an independent third-party valuation firm to assist in determining these fair values.

36The Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, which are forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, EBITDA margins, customer attrition rates, and royalty rates), which are considered Level 3 assets as the assumptions are unobservable inputs developed by the Company. Acquired inventories are recorded at fair value. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company.

~~Identifiable intangible assets~~35

The ~~Company’s~~excess ~~primary~~of ~~identifiable~~the ~~intangible~~acquisition ~~assets~~price ~~include~~over ~~customer~~estimated ~~relationships,~~fair ~~technology~~values ~~and~~is ~~drawings,~~recorded ~~and~~as ~~trade names and trademarks~~goodwill. ~~Identifiable~~Goodwill ~~intangible~~is ~~assets~~adjusted ~~with~~for ~~finite~~any ~~lives~~changes ~~are~~to ~~amortized~~acquisition ~~and~~date ~~those~~fair ~~identifiable~~value ~~intangible~~amounts ~~assets~~made ~~with~~within ~~indefinite~~the ~~lives~~measurement ~~are not amortized~~period. ~~Amortization for finite~~Acquisition-~~lived~~related ~~intangible~~transaction ~~assets~~costs isare ~~computed~~recognized ~~using~~separately ~~the~~from ~~straight-line method over~~ the ~~estimated~~business ~~useful~~combination ~~lives of the assets~~ and isexpensed ~~included~~as inincurred. ~~Cost~~See ofNote ~~products~~2 ~~sold~~to ~~and Selling, general and administrative expenses based on~~ the ~~use~~Consolidated ofFinancial ~~the~~Statements, ~~assets~~Acquisitions. ~~Amortization of finite-lived intangible assets is determined based on the following lives:~~

	Years
Technology and drawings	13	-	20
Customer relationships	9	-	20
Other intangibles	2	-	18

Revenue Recognition

~~Identifiable~~The ~~intangible~~Company ~~assets~~recognizes ~~that~~revenue ~~are~~when ~~subject~~it totransfers ~~amortization~~control ~~are~~of ~~evaluated~~promised ~~for~~goods ~~impairment~~or ~~whenever~~services ~~events~~to orits ~~changes~~customers in ~~circumstances~~an ~~indicate the carrying~~ amount ~~may~~that ~~not~~reflects bethe ~~recovered~~consideration ~~through~~to ~~future~~which ~~net~~it ~~cash~~expects ~~flows~~to ~~generated by the assets. Impairment losses may~~ be ~~recorded~~entitled ~~when the undiscounted cash flows estimated~~ to bein ~~generated~~exchange byfor those ~~assets~~goods ~~are less than the assets’ carrying amounts based on the excess of the carrying amounts over the estimated fair value of the assets. The Company was not aware of any events~~ or ~~changes in circumstances that indicated the carrying value of its finite-lived intangible assets may not be recoverable~~services.

~~Identifiable~~Performance intangible assets not subject to amortization are tested for impairment annually or more frequently if events warrant. The fair value of these assets is determined using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows and profitability. For 2023, 2022 and 2021, the fair value of indefinite lived intangible assets exceeded their carrying values.Obligations

~~For~~A ~~additional~~performance ~~information~~obligation ~~about~~is ~~goodwill~~a promise in a contract to transfer a distinct product or service to a customer, and is the unit of account in ASC 606. The transaction price for a customer contract is allocated to each distinct performance obligation and recognized as revenue when, or as, the Company’s performance obligation is satisfied. For product sales, other ~~intangible~~than ~~assets~~long-term construction-type contracts, ~~see~~the ~~Note~~Company 10recognizes revenue once control has passed at a point in time, which is generally when products are shipped. Payments received for product sales typically occur following delivery and the satisfaction of the performance obligation based upon the terms outlined in the contracts. Substantially all of our customer contracts are fixed-price contracts and the majority of our customer contracts have a single performance obligation, as the promise to transfer the ~~Consolidated~~individual ~~Financial~~products ~~Statements~~or services is not separately identifiable from other promises in the contract. For customer contracts with multiple performance obligations, ~~Goodwill~~the ~~and~~Company ~~Other~~allocates ~~Intangible~~revenue ~~Assets~~to each performance obligation based on its relative standalone selling price, which is generally determined based on standalone selling prices charged to customers or using expected cost plus margin.

~~Acquisitions~~All of the Company's performance obligations, and associated revenue, are generally transferred to customers at a point in time, with the exception of certain highly customized pump products, which are transferred to the customer over time.

The Company ~~allocates~~offers ~~the~~standard ~~purchase~~warranties ~~price~~for of its ~~acquisitions~~products to ~~the~~ensure ~~assets~~that ~~acquired,~~its ~~liabilities~~products ~~assumed,~~comply ~~and~~with ~~noncontrolling interests based~~ agreed-upon ~~their~~specifications ~~respective~~in ~~fair~~its ~~values at the acquisition date~~contracts. ~~The~~For ~~Company~~standard ~~utilizes~~warranties, ~~management~~these ~~estimates~~do ~~and~~not ~~inputs~~give ~~from~~rise ~~an independent third-party valuation firm~~ to ~~assist~~performance inobligations ~~determining~~and ~~these~~represent ~~fair~~assurance-type ~~values~~warranties.

~~The~~Shipping ~~Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models~~ and ~~analyses~~handling ~~are~~activities ~~based~~related onto ~~market~~products ~~participant~~sold ~~assumptions.~~to ~~Management values property~~customers, ~~plant~~whether ~~and~~performed ~~equipment~~before ~~using~~or after the ~~cost~~customer ~~approach~~obtains ~~supported~~control ~~where available by observable market data, which includes consideration~~ of ~~obsolescence. Management values acquired intangible assets using~~ the ~~relief from royalty method or excess earnings method~~products, ~~which~~ are ~~forms~~generally ofaccounted ~~the income approach supported by observable market data~~ for ~~peer~~as ~~companies.~~activities ~~The significant assumptions used~~ to ~~estimate~~fulfill the ~~value~~promise ofto ~~the~~transfer ~~acquired intangible assets include discount rates and certain assumptions that form~~ the ~~basis~~products ~~of future cash flows (such as revenue growth rates, EBITDA margins, customer attrition rates,~~ and ~~royalty~~not ~~rates), which are considered Level 3 assets~~ as ~~the assumptions are unobservable inputs developed by the Company. Acquired inventories are recorded at fair value. For certain items, the carrying value is determined to be~~ a ~~reasonable~~separate ~~approximation~~performance ~~of fair value based on information available to the Company~~obligation.

~~The~~Contract excess of the acquisition price over estimated fair values is recorded as goodwill. Goodwill is adjusted for any changes to acquisition date fair value amounts made within the measurement period. Acquisition-related transaction costs are recognized separately from the business combination and expensed as incurred. See Note 2 to the Consolidated Financial Statements, “Acquisitions”.Estimates

37Accounting for long-term contracts involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognizes that profit as performance obligations are satisfied. Contract estimates are based on various assumptions to project the outcome of future events that could span longer than one year. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors as applicable.

As a significant change in one or more of these estimates could affect the profitability of our contracts, the Company reviews and updates its contract-related estimates regularly. Adjustments in estimated profit on contracts are accounted for under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date on a contract is recognized in the period the adjustment is identified. Revenue ~~Recognition~~and profit in future periods of contract performance are recognized using the adjusted estimate.

The Company recognizes revenue when it transfers control of promised goods or services to its customers in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services.36

~~Performance~~Contract ~~Obligations~~Balances

AThe ~~performance~~timing ~~obligation~~of isrevenue arecognition, ~~promise~~billings inand acash ~~contract~~collections toresults ~~transfer~~in abilled ~~distinct~~accounts ~~product~~receivable, orunbilled ~~service~~receivables to(contract ~~a customer~~assets), and ~~is the unit of account in ASC 606. The transaction price for a~~ customer ~~contract~~advances ~~is allocated to each distinct performance obligation~~ and ~~recognized~~deposits as(contract ~~revenue~~liabilities) ~~when,~~on ~~or as,~~ the ~~Company’s~~Consolidated ~~performance~~Balance ~~obligation is satisfied~~Sheets. For ~~product~~certain ~~sales,~~highly ~~other~~customized ~~than~~pump ~~long-term construction-type contracts~~products, ~~the Company recognizes~~ revenue ~~once~~is ~~control~~recognized ~~has~~over ~~passed~~time atbefore athe ~~point~~customer inis ~~time~~invoiced, ~~which~~resulting isin ~~generally~~contract ~~when products are shipped~~assets. ~~Payments~~Sometimes ~~received~~the ~~for~~Company ~~product~~receives ~~sales~~advances ~~typically~~or ~~occur~~deposits ~~following~~from ~~delivery~~its ~~and~~customers ~~the~~before ~~satisfaction~~revenue ofis ~~the~~recognized, ~~performance~~resulting ~~obligation based upon the terms outlined~~ in ~~the~~contract ~~contracts~~liabilities. ~~Substantially~~These ~~all~~contract ofassets ~~our~~and ~~customer~~liabilities ~~contracts~~ are ~~fixed-price~~reported ~~contracts~~on ~~and~~ the ~~majority~~Consolidated ofBalance ~~our~~Sheets ~~customer~~as ~~contracts have~~ a ~~single~~component ~~performance~~of ~~obligation,~~Other asassets ~~the~~and ~~promise~~Deferred torevenue ~~transfer~~and ~~the individual products or services is not separately identifiable from other promises in the contract. For~~ customer ~~contracts with multiple performance obligations~~deposits, ~~the Company allocates revenue to each performance obligation based on its relative standalone selling price~~respectively, ~~which is generally determined based~~ on ~~standalone~~a ~~selling~~contract-by-contract ~~prices~~basis ~~charged~~at tothe ~~customers~~end orof ~~using~~each ~~expected~~reporting ~~cost plus margin~~period.

~~All~~Income of the Company's performance obligations, and associated revenue, are generally transferred to customers at a point in time, with the exception of certain highly customized pump products, which are transferred to the customer over time.Taxes

~~The~~Income ~~Company~~tax ~~offers~~expense ~~standard~~includes ~~warranties~~United States federal, state, local and international income taxes. Deferred tax assets and liabilities are recognized for ~~its~~the ~~products~~tax consequences of temporary differences between the financial reporting and the tax basis of existing assets and liabilities and for loss carryforwards. The tax rate used to ~~ensure~~determine ~~that~~the ~~its~~deferred ~~products~~tax ~~comply~~assets ~~with~~and ~~agreed-upon~~liabilities ~~specifications~~is the enacted tax rate for the year and manner in ~~its~~which ~~contracts~~the differences are expected to reverse. ~~For~~Valuation ~~standard~~allowances ~~warranties,~~are ~~these~~recorded doto ~~not~~reduce ~~give~~deferred ~~rise~~tax assets to ~~performance~~the ~~obligations~~amount ~~and~~that ~~represent~~will ~~assurance-type~~more ~~warranties~~likely than not be realized.

~~Shipping~~The ~~and~~Company ~~handling~~accounts ~~activities~~for ~~related to products sold to customers, whether performed before or after~~ the ~~customer~~global ~~obtains~~intangible ~~control~~low-taxed ofincome ~~the~~(“GILTI”) ~~products,~~tax ~~are~~in ~~generally accounted for as activities to fulfill~~ the ~~promise~~period toin ~~transfer~~which ~~the~~it ~~products~~is ~~and not as a separate performance obligation~~incurred.

~~Contract~~Pension ~~Estimates~~and Other Postretirement Benefits

~~Accounting~~The ~~for~~Company ~~long-term~~sponsors ~~contracts~~a ~~involves~~defined ~~the~~benefit ~~use~~pension ofplan ~~various~~covering ~~techniques~~certain todomestic ~~estimate total contract revenue and costs~~employees. ~~For long-term contracts~~Additionally, the Company ~~estimates~~sponsors ~~the~~defined ~~profit~~contribution onpension aplans ~~contract~~made asavailable ~~the difference between the total estimated revenue and expected costs~~ to ~~complete~~all adomestic ~~contract~~ and ~~recognizes~~Canadian ~~that profit as performance obligations are satisfied~~employees. Contract estimates are based on various assumptions to project the outcome of future events that could span longer than one year. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors as applicable.

AsThe ~~a significant change in one or more of these estimates could affect the profitability of our contracts, the~~ Company ~~reviews~~also ~~and~~sponsors ~~updates~~a ~~its contract~~non-~~related~~contributory ~~estimates~~defined ~~regularly.~~benefit ~~Adjustments~~postretirement inhealth ~~estimated~~care ~~profit~~plan onthat ~~contracts~~provides ~~are~~health ~~accounted~~benefits ~~for under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded~~ to ~~date~~certain ondomestic aand ~~contract~~Canadian isretirees ~~recognized~~and intheir ~~the period the adjustment is identified~~spouses. ~~Revenue~~The ~~and~~Company ~~profit~~funds inthe ~~future~~cost ~~periods~~ of ~~contract~~these ~~performance~~benefits ~~are~~as ~~recognized using the adjusted estimate~~incurred.

~~Contract~~The ~~Balances~~determination of the Company’s obligation and expense for pension and other postretirement benefits is dependent on its selection of certain assumptions used by actuaries in calculating such amounts, which are described in Note 9, Pensions and Other Postretirement Benefits. The Company recognizes the funded status of its defined benefit pension plan as an asset or liability in the Consolidated Balance Sheets and recognizes the change in the funded status in the year in which the change occurs through accumulated other comprehensive loss in the Consolidated Balance Sheets.

~~The~~Concentration ~~timing~~ of ~~revenue~~Credit ~~recognition,~~Risk billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheets. For certain highly customized pump products, revenue is recognized over time before the customer is invoiced, resulting in contract assets. Sometimes the Company receives advances or deposits from its customers before revenue is recognized, resulting in contract liabilities. These contract assets and liabilities are reported on the Consolidated Balance Sheets as a component of Other assets and Deferred revenue and customer deposits, respectively, on a contract-by-contract basis at the end of each reporting period.

38The Company generally does not require collateral from its customers and has a very good collection history. There were no sales to a single customer that exceeded 10% of total net sales for the years ended December 31, 2024, 2023 or 2022.

~~Income~~Shipping ~~Taxes~~and Handling Costs

~~Income~~The ~~tax~~Company ~~expense~~classifies ~~includes~~all ~~United~~amounts ~~States~~billed ~~federal,~~to ~~state,~~customers ~~local and international income taxes. Deferred tax assets and liabilities are recognized~~ for ~~the~~shipping ~~tax consequences of temporary differences between the financial reporting~~ and ~~the~~handling ~~tax~~as ~~basis~~revenue ~~of existing assets~~ and ~~liabilities~~reflects ~~and~~related ~~for~~shipping ~~loss carryforwards. The tax rate used to determine the deferred tax assets~~ and ~~liabilities~~handling iscosts ~~the~~in ~~enacted~~Cost ~~tax~~of ~~rate~~products ~~for~~sold. ~~the~~Shipping ~~year~~ and ~~manner~~handling incosts ~~which~~that ~~the differences~~ are ~~expected~~not billable to ~~reverse.~~customers ~~Valuation allowances~~ are ~~recorded~~included toin ~~reduce~~selling, ~~deferred~~general ~~tax~~and ~~assets~~administrative ~~to the amount that will more likely than not be realized~~expenses.

~~The Company accounts for the global intangible low-taxed income (“GILTI”) tax in the period in which it is incurred.~~37

~~Pension~~Advertising ~~and Other Postretirement Benefits~~

The Company ~~sponsors~~expenses ~~defined~~all ~~benefit~~advertising ~~pension~~costs ~~plans~~as ~~covering~~incurred, ~~certain~~which ~~domestic~~for ~~employees. Additionally,~~ the ~~Company~~years ~~sponsors~~ended ~~defined~~December 31, ~~contribution~~2024, ~~pension~~2023 ~~plans~~and ~~made~~2022 ~~available~~totaled to$4.5 ~~all~~million, ~~domestic~~$4.3 million, and ~~Canadian~~$3.3 ~~employees~~million, respectively.

~~The~~Product Company also sponsors a non-contributory defined benefit postretirement health care plan that provides health benefits to certain domestic and Canadian retirees and their spouses. The Company funds the cost of these benefits as incurred.Warranties

~~The~~A ~~determination~~liability ofis ~~the~~established ~~Company’s~~for ~~obligation~~estimated ~~and~~future ~~expense~~warranty ~~for pension~~ and ~~other~~service ~~postretirement~~claims ~~benefits~~based ~~is dependent~~ on ~~its~~historical ~~selection~~claims ofexperience ~~certain assumptions used by actuaries in calculating such amounts, which are described in Note 9, Pensions~~ and ~~Other~~specific ~~Postretirement~~product ~~Benefits~~failures. The Company ~~recognizes~~expenses ~~the~~warranty ~~funded~~costs ~~status~~directly ofto ~~its~~Cost ~~defined~~of ~~benefit~~products ~~pension~~sold. ~~plan~~Changes ~~as an asset or liability~~ in the ~~Consolidated~~Company’s ~~Balance~~product ~~Sheets~~warranty ~~and~~liability ~~recognizes the change in the funded status in the year in which the change occurs through accumulated other comprehensive loss in the Consolidated Balance Sheets.~~are:

Concentration of Credit Risk

	2024			2023			2022
Balance at beginning of year	$	2,269		$	1,973		$	1,637
Provision		3,017			3,655			1,590
Acquired		-			-			646
Claims		(3,076	)		(3,359	)		(1,900	)
Balance at end of year	$	2,210		$	2,269		$	1,973

~~The~~Stock ~~Company~~based generally does not require collateral from its customers and has a very good collection history. There were no sales to a single customer that exceeded 10% of total net sales for the years ended December 31, 2023, 2022 or 2021.compensation

~~Shipping~~Expense ~~and~~is ~~Handling~~recognized ~~Costs~~for all awards of stock-based compensation by allocating the aggregate grant date fair value over the vesting period. No expense is recognized for any stock options, restricted or deferred shares or restricted stock units ultimately forfeited because the recipients fail to meet vesting requirements. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures. Refer to Note 13 – Stock based Compensation to the consolidated financial statements for additional details.

~~The~~Foreign ~~Company~~Currency ~~classifies~~Translation ~~all amounts billed to customers for shipping and handling as revenue and reflects related shipping and handling costs in Cost of products sold.~~

~~Advertising~~Assets and liabilities of the Company’s operations outside the United States which are accounted for in a functional currency other than U.S. dollars are translated into U.S. dollars using year-end exchange rates. Revenues and expenses are translated at weighted-average exchange rates effective during the year. Foreign currency translation gains and losses are included as a component of Accumulated other comprehensive loss within Equity.

~~The~~Gains ~~Company~~and ~~expenses~~losses ~~all~~resulting ~~advertising~~from ~~costs~~foreign ascurrency ~~incurred~~transactions, ~~which~~the ~~for~~amounts ~~the~~of ~~years~~which ~~ended~~are ~~December 31,~~not ~~2023~~material, ~~2022~~are ~~and~~included ~~2021~~in ~~totaled~~Other ~~$4.3~~(expense) ~~million~~income, $3net.~~3 million, and $1.9 million, respectively.~~

39Fair Value

~~Product~~The ~~Warranties~~carrying value of Cash and cash equivalents, Accounts receivable and Accounts payable approximates fair value based on the short-term nature of these instruments. The carrying value of long term debt, including the current portion, approximates fair value as the variable interest rates approximate rates available to other market participants with comparable credit risk and interest rates as of December 31, 2024 were approximately the same as interest rates at the time the fixed rate agreement was entered. The Company does not recognize any non-financial assets at fair value.

A liability is established for estimated future warranty and service claims based on historical claims experience and specific product failures. The Company expenses warranty costs directly to Cost of products sold. Changes in the Company’s product warranty liability are:38

	2023			2022			2021
Balance at beginning of year	$	1,973		$	1,637		$	1,361
Provision		3,655			1,590			1,813
Acquired		-			646			-
Claims		(3,359	)		(1,900	)		(1,537	)
Balance at end of year	$	2,269		$	1,973		$	1,637

Derivative Financial Instruments

~~Stock~~The Company uses interest rate swap agreements to partially reduce risks related to floating rate financing agreements that are subject to changes in the market rate of interest. Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate. The Company’s interest rate swap agreements and its variable rate financings are predominately based ~~compensation~~upon an Adjusted Term SOFR Rate. For cash flow hedges, the Company formally assesses, both at inception and on a quarterly basis thereafter, whether the designated derivative instrument is highly effective in offsetting changes in cash flows of the hedged item. Changes in the fair value of interest rate swap agreements that are effective as hedges are recorded in Accumulated other comprehensive income (AOCI). Deferred gains or losses are reclassified from AOCI to the Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in interest expense. The Company discontinues hedge accounting prospectively when the derivative is not highly effective as a hedge, the underlying hedged transaction is no longer probable, or the hedging instrument expires, or is sold, terminated or exercised.

~~The~~Cash ~~Company~~flows ~~awards~~from ~~shares~~hedging ~~pursuant~~activities ~~to The Gorman-Rupp Company 2015 Omnibus Incentive Plan. Performance Stock Units (“PSU’s”)~~ are ~~typically~~reported ~~conditioned upon achievement of appropriate performance metrics. Outstanding PSU’s vest after three years~~ in ~~amounts determined based on~~ the ~~level~~Consolidated ofStatements ~~achievement over a two-year performance period~~ of ~~compound~~Cash ~~annual~~Flows ~~growth targets for operating income, and either shareholder’s equity or improvement~~ in ~~average working capital to sales, depending on when~~ the ~~PSU’s~~same ~~were~~classification ~~granted.~~as ~~The Company recognizes compensation expense for PSU’s based on~~ the ~~stock~~hedged ~~price at the date of the grant using the straight-line amortization method~~item, ~~over~~generally ~~the vesting period specified in the grants,~~ as well as the probability of achieving the performance targets. Restricted Stock Units (RSU’s) are valued at the stock price on the date of the grant. The majority of RSU’s vest in annual installments over a ~~period~~component of 3cash ~~years. For~~flows ~~both PSU’s and RSU’s, upon vesting the Company issues common stock~~ from ~~treasury~~operations. The Company recognized stock based compensation expense of $3.3 million for the year ended December 31, 2023, $3.0 million in expense for the year ended December 31, 2022 and $2.0 million in expense for the year-ended December 31, 2021. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures.

~~Foreign~~New ~~Currency~~Accounting ~~Translation~~Pronouncements

~~Assets~~The ~~and liabilities of the~~ Company’s ~~operations~~considers ~~outside~~ the ~~United~~applicability ~~States~~and ~~which~~impact ~~are~~of ~~accounted~~all ~~for~~Accounting inStandard aUpdates ~~functional~~(“ASUs”) ~~currency~~issued ~~other~~by ~~than~~the ~~U.S.~~Financial ~~dollars~~Accounting ~~are~~Standards ~~translated~~Board ~~into U~~(“FASB”).S. ~~dollars~~All ~~using~~recently ~~year-end~~issued ~~exchange~~ASUs ~~rates.~~were ~~Revenues~~assessed and ~~expenses~~determined ~~are~~either ~~translated~~to atbe ~~weighted-average~~not ~~exchange~~applicable ~~rates~~or ~~effective during the year. Foreign currency translation gains and losses~~ are ~~included~~expected asto ahave ~~component~~minimal ofimpact ~~Accumulated~~on ~~other~~the ~~comprehensive~~Company’s ~~loss~~Consolidated ~~within~~Financial ~~Equity~~Statements.

~~Gains~~The ~~and~~FASB ~~losses~~issued ~~resulting~~ASU ~~from~~2023-07, Segment ~~foreign~~Reporting ~~currency~~(Topic ~~transactions~~280): Improvements to Reportable Segment Disclosures, ~~the~~requiring ~~amounts~~public ofentities ~~which~~to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are ~~not~~required ~~material~~to apply the disclosure requirements in ASU 2023-07, ~~are~~as ~~included~~well as all existing segment disclosures and reconciliation requirements in ~~Other~~ASC ~~(expense)~~280 ~~income~~on an interim and annual basis. The Company adopted ASU 2023-07 during the year ended December 31, ~~net~~2024. See Note 11 - Business Segment Information in the accompanying notes to the consolidated financial statements for further detail.

~~Fair~~The ~~Value~~FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard is intended to enhance the transparency and decision usefulness of income tax disclosures. This amendment modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold, (2) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid, (3) the income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (4) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. The standard is effective for annual periods beginning after December 15, 2024. The standard should be applied on a prospective basis, while retrospective application is permitted. The Company does not anticipate the adoption to have a material impact on the Company's financial disclosures.

The ~~carrying~~FASB ~~value~~issued ofASU ~~Cash~~2024-03, Income ~~and~~Statement ~~cash~~- ~~equivalents,~~Reporting ~~Accounts~~Comprehensive ~~receivable~~Income ~~and~~– ~~Accounts~~Expense ~~payable~~Disaggregation ~~approximates~~Disclosures ~~fair~~(Subtopic ~~value~~220-40). ~~based~~The onstandard ~~the~~is ~~short-term~~intended ~~nature~~to enhance the transparency of ~~these~~business ~~instruments~~expenses in commonly presented expense captions. ~~The~~This ~~carrying~~amendment ~~value~~requires entities to disclose the following amounts in each relevant income statement expense caption (1) purchases of ~~long~~inventory, ~~term~~(2) ~~debt~~employee compensation, ~~including~~(3) depreciation, and (4) intangible asset amortization. Entities are also required to disclose the ~~current~~total ~~portion,~~amount ~~approximates~~of ~~fair~~selling ~~value~~expense asand the ~~variable~~entities ~~interest~~definition ~~rates~~of ~~approximate~~selling ~~rates~~expenses. ~~available~~The tostandard ~~other~~is ~~market~~effective ~~participants~~for ~~with~~annual ~~comparable~~periods ~~credit~~beginning ~~risk~~after December 15, 2026. The standard should be applied on a prospective basis, while retrospective application is permitted. The Company ~~does~~is ~~not~~evaluating ~~recognize~~the ~~any~~impact ~~non-financial~~of ~~assets~~the atstandard ~~fair~~on ~~value~~the Company's financial disclosures.

~~Derivative Financial Instruments~~39

~~The~~Note ~~Company~~2 ~~uses~~- ~~interest~~Acquisitions rate swap agreements to partially reduce risks related to floating rate financing agreements that are subject to changes in the market rate of interest. Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate. The Company’s interest rate swap agreements and its variable rate financings are predominately based upon an Adjusted Term SOFR Rate. For cash flow hedges, the Company formally assesses, both at inception and on a quarterly basis thereafter, whether the designated derivative instrument is highly effective in offsetting changes in cash flows of the hedged item. Changes in the fair value of interest rate swap agreements that are effective as hedges are recorded in Accumulated Other Comprehensive Income (AOCI). Deferred gains or losses are reclassified from AOCI to the Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in interest expense. The Company discontinues hedge accounting prospectively when the derivative is not highly effective as a hedge, the underlying hedged transaction is no longer probable, or the hedging instrument expires, or is sold, terminated or exercised.

40On May 31, 2022, the Company acquired the assets of Fill-Rite and Sotera (“Fill-Rite”), a division of Tuthill Corporation, for cash consideration of $528.0 million. The transaction was funded with new debt consisting of $350.0 million from the secured Senior Term Loan Facility, $90.0 million from the unsecured Subordinated Credit Facility, $5.0 million from the revolving Credit Facility, and $83.0 million of cash on hand. Refer to “Note 5 – Financing Arrangements” for further details related to the financing completed as part of the transaction.

~~Cash~~The ~~flows~~Company accounted for the Fill-Rite Transaction in accordance with ASC 805, Business Combinations. The results of operations for Fill-Rite from ~~hedging~~the ~~activities~~acquisition date going forward are ~~reported~~included in the Company’s Consolidated Statements of ~~Cash~~Income. ~~Flows~~Fill-Rite had $87.4 million in net sales and $6.4 million in operating income that was included in the ~~same~~Company’s ~~classification~~consolidated asfinancial statements for the ~~hedged~~year ~~item~~ended December 31, ~~generally~~2022. asOperating aincome ~~component~~for the year ended December 31, 2022 included $1.4 million of ~~cash~~inventory ~~flows~~step ~~from~~up ~~operations~~amortization and $1.5 million of acquired customer backlog amortization in addition to the $7.0 million in amortization on customer relationships and developed technology. Operating income for the year ended December 31, 2023 included $1.1 million of acquired customer backlog amortization and $12.0 million in amortization on customer relationships and developed technology.

~~New~~Under ~~Accounting~~the ~~Pronouncements~~acquisition method of accounting, the assets and liabilities have been recorded at their respective estimated fair values as of the date of completion of the acquisition and reported into the Company’s Consolidated Balance Sheets. The following table presents the fair value of assets acquired and liabilities assumed. No adjustments were made to the preliminary purchase price allocation, which was finalized during the second quarter of 2023:

The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”). All recently issued ASUs were assessed and determined either to be not applicable or are expected to have minimal impact on the Company’s Consolidated Financial Statements.

Accounts receivable	$	21,273
Inventory		12,214
Customer backlog (amortized within one year)		2,600
Other current assets		914
Property, plant, and equipment		24,505
Customer relationships (amortized over 20 years)		200,900
Technology (amortized over 20 years)		39,800
Tradenames (indefinite-lived)		10,700
Goodwill		230,688
Total assets acquired	$	543,594
Current liabilities assumed		(15,601	)
Allocated purchase price	$	527,993

~~Note~~For 2tax purposes, the Fill-Rite ~~Acquisitions~~acquisition was treated as an asset purchase. As such, the Company received a step up in tax basis of the net Fill-Rite assets, equal to the purchase price, including goodwill which is deductible for tax purposes.

~~On May 31, 2022, the Company acquired the assets of Fill-Rite and Sotera (“Fill-Rite”), a division of Tuthill Corporation, for cash consideration of $528.0 million.~~ The transaction ~~was~~costs ~~funded~~related ~~with~~to ~~new~~the ~~debt~~acquisition ~~consisting~~approximated of $~~350~~7.01 million ~~from~~for the ~~secured~~year ~~Senior~~ended ~~Term~~December ~~Loan Facility~~31, ~~$90~~2022.0 ~~million~~These ~~from~~costs ~~the~~were ~~unsecured~~expensed ~~Subordinated~~as ~~Credit~~incurred ~~Facility,~~and ~~$5.0~~recorded ~~million~~within ~~from~~selling, ~~the revolving Credit Facility~~general, and ~~$83.0~~administrative ~~million of cash on hand~~expenses. ~~Refer to “Note 5 – Financing Arrangements” for further details related to the financing completed as part of the transaction.~~

The ~~Company~~following ~~accounted~~is ~~for~~supplemental ~~the Fill~~pro-~~Rite~~forma Transaction in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations”. The results of operations for Fill-Rite from the acquisition date going forward are included in the Company’s Consolidated Statements of Income. Fill-Rite had $87.4 million in net sales, ~~and $6.4 million in~~ operating income ~~that was included in the Company’s consolidated financial statements for the year ended December 31~~, ~~2022.~~net ~~Operating~~ income ~~for the year ended December 31~~, ~~2022 included $1.4 million of inventory step up amortization~~ and ~~$1.5~~earnings ~~million~~per ofshare ~~acquired~~had ~~customer backlog amortization in addition to~~ the ~~$7.0~~Fill-Rite ~~million~~Acquisition inoccurred ~~amortization~~as onof ~~customer~~January ~~relationships and developed technology. Operating income for the year ended December 31~~1, ~~2023~~2021 ~~included $1.1 million of acquired customer backlog amortization and $12.0 million~~ (in ~~amortization on customer relationships and developed technology.~~millions):

Under the acquisition method of accounting, the assets and liabilities have been recorded at their respective estimated fair values as of the date of completion of the acquisition and reported into the Company’s Consolidated Balance Sheets. The following table presents the fair value of assets acquired and liabilities assumed. No adjustments were made to the preliminary purchase price allocation, which was finalized during the second quarter of 2023:

	2022
Net sales	$	586,101
Operating income	$	57,248
Net income	$	15,264
Earnings per share	$	0.59

Accounts receivable	$	21,273
Inventory		12,214
Customer backlog (amortized within one year)		2,600
Other current assets		914
Property, plant, and equipment		24,505
Customer relationships (amortized over 20 years)		200,900
Technology (amortized over 20 years)		39,800
Tradenames (indefinite-lived)		10,700
Goodwill		230,688
Total assets acquired	$	543,594
Current liabilities assumed		(15,601	)
Allocated purchase price	$	527,993

~~For~~The ~~tax~~supplemental ~~purposes,~~pro ~~the~~forma ~~Fill-Rite~~information ~~acquisition~~presented ~~was~~above ~~treated~~is asbeing anprovided ~~asset~~for ~~purchase.~~information Aspurposes ~~such,~~only ~~the~~and ~~Company~~may ~~received~~not anecessarily ~~step~~reflect upthe infuture ~~tax~~results ~~basis~~of operations of the ~~net~~Company ~~Fill-Rite~~or ~~assets,~~what ~~equal~~the toresults ~~the~~of ~~purchase~~operations ~~price,~~would ~~including~~have ~~goodwill~~been ~~which~~had isthe ~~deductible~~Company ~~for~~owned ~~tax~~and ~~purposes~~operated Fill-Rite since January 1, 2021.

41Note 3 – Revenue

~~The~~Disaggregation ~~transaction~~of costs related to the acquisition approximated $7.1 million for the year ended December 31, 2022. These costs were expensed as incurred and recorded within selling, general, and administrative expenses.Revenue

The following istables ~~supplemental~~disaggregate ~~pro-forma~~total net sales, ~~operating~~by ~~income,~~end ~~net~~market ~~income,~~ and ~~earnings~~geographic ~~per share had the Fill-Rite Acquisition occurred as of January 1, 2021 (in millions)~~location:

	Year ended December 31,
End Market	2024		2023		2022
	2022		2021
Industrial	$	131,479	$	136,978	$	100,826
Net sales	$	586,101	$	510,621
Fire		121,418		143,551		121,001
Operating income	$	57,248	$	47,177
Agriculture		82,224		83,053		57,703
Net income	$	15,264	$	13,589
Construction		85,149		86,996		60,557
Earnings per share	$	0.59	$	0.52
Municipal		100,019		78,528		69,726
Petroleum		24,188		23,168		16,464
OEM		40,343		37,708		34,820
Repair parts		74,847		69,529		59,930
Total net sales	$	659,667	$	659,511	$	521,027

The supplemental pro forma information presented above is being provided for information purposes only and may not necessarily reflect the future results of operations of the Company or what the results of operations would have been had the Company owned and operated Fill-Rite since January 1, 2021.

Geographic Location	2024		2023		2022
United States	$	491,516	$	497,387	$	381,306
Foreign countries		168,151		162,124		139,721
Total net sales	$	659,667	$	659,511	$	521,027

~~Note~~International 3sales –represented ~~Revenue~~approximately 25% of total net sales for 2024, 25% for 2023 and 27% for 2022, and were made to customers in many different countries around the world.

~~Disaggregation~~On December 31, 2024, the Company had $206.0 million of ~~Revenue~~remaining performance obligations, also referred to as backlog. The Company expects to recognize as revenue substantially all of its remaining performance obligations within one year.

The ~~following~~Company’s ~~tables~~contract ~~disaggregate~~assets ~~total~~and ~~net~~liabilities ~~sales~~as byof ~~end~~December ~~market~~31, 2024 and ~~geographic~~2023 ~~location~~were as follows:

End Market	2023		2022		2021
	2024		2023
Industrial	$	136,978	$	100,826	$	61,371
Contract assets	$	390	$	-
Fire		143,551		121,001		103,653
Contract liabilities	$	6,840	$	12,521
Agriculture		83,053		57,703		21,879
Construction		86,996		60,557		34,368
Municipal		78,528		69,726		54,964
Petroleum		23,168		16,464		15,618
OEM		37,708		34,820		32,964
Repair parts		69,529		59,930		53,499
Total net sales	$	659,511	$	521,027	$	378,316

Geographic Location	2023		2022		2021
United States	$	497,387	$	381,306	$	260,683
Foreign countries		162,124		139,721		117,633
Total net sales	$	659,511	$	521,027	$	378,316

Revenue recognized for the year ended December 31, 2024 that was included in the contract liability balance at December 31, 2023 was $11.0 million. Revenue recognized for the year ended December 31, 2023 that was included in the contract liability balance at December 31, 2022 was $6.0 million.

~~International sales represented approximately 25% of total net sales for 2023, 27% for 2022 and 31% for 2021, and were made to customers in many different countries around the world.~~41

42Note 4 – Inventories

OnLIFO ~~December~~inventories ~~31,~~are ~~2023,~~stated at the ~~Company~~lower ~~had~~of cost or market and all other inventories are stated at the lower of cost or net realizable value. Replacement cost approximates current cost and the excess over LIFO cost was approximately $~~218~~100.12 million ofand ~~remaining~~$95.1 ~~performance~~million ~~obligations~~at December 31, ~~also~~2024 ~~referred~~and to2023, ~~as backlog~~respectively. ~~The~~Allowances ~~Company~~for ~~expects~~excess toand ~~recognize~~obsolete asinventory ~~revenue~~totaled ~~substantially~~$6.8 ~~all~~million ofat ~~its~~December 31, ~~remaining~~2024 ~~performance~~and ~~obligations~~$7.9 ~~within~~million ~~one~~at ~~year~~December 31, 2023.

~~The~~Pre-tax ~~Company’s~~LIFO ~~contract~~expense ~~assets~~was $5.1 million, $6.9 million, and ~~liabilities~~$18.0 asmillion offor the years ended December 31, 2024, 2023, and 2022, ~~were as follows:~~respectively.

	2023		2022
Contract assets	$	-	$	-
Contract liabilities	$	12,521	$	6,740

Inventories are comprised of the following:

Revenue recognized for the year ended December 31, 2023 that was included in the contract liability balance at December 31, 2022 was $6.0 million. Revenue recognized for the year ended December 31, 2022 that was included in the contract liability balance at December 31, 2021 was $9.1 million.

	2024		2023
Raw materials and in-process	$	36,897	$	37,037
Finished parts		46,375		52,458
Finished products		15,933		14,661
Total net inventories	$	99,205	$	104,156

Note 45 – ~~Inventories~~Financing Arrangements

~~LIFO~~Debt ~~inventories~~consisted ~~are stated at the lower~~ of cost or market and all other inventories are stated at the lower of cost or net realizable value. Replacement cost approximates current cost and the excess over LIFO cost was approximately $95.1 million and $88.2 million at December: ~~31, 2023 and 2022, respectively. Allowances for excess and obsolete inventory totaled $7.9 million at December 31, 2023 and $7.2 million at December 31, 2022.~~

Pre-tax LIFO expense was $6.9 million, $18.0 million, and $6.7 million for the years ended December 31, 2023, 2022, and 2021, respectively.

	2024			2023
Senior Secured Credit Agreement	$	340,750		$	323,750
Credit Facility		-			-
6.40% Note Agreement		30,000			-
Subordinated Credit Agreement		-			90,000
Total debt		370,750			413,750
Unamortized discount and debt issuance fees		(4,153	)		(9,296	)
Total debt, net		366,597			404,454
Less: current portion of long-term debt		(18,500	)		(21,875	)
Total long-term debt, net	$	348,097		$	382,579

~~Inventories~~Maturities ~~are~~of ~~comprised~~long-term ofdebt in the ~~following~~next five fiscal years, and the remaining years thereafter, are as follows:

		December 31,
2025				2026				2027		2028		2029		Thereafter		Total
		2023				2022
$	18,500			$	23,125			$	32,375	$	37,000	$	229,750	$	30,000	$	370,750
Raw materials and in-process		$	37,037			$	40,448
Finished parts			52,458				57,224
Finished products			14,661				13,461
Total net inventories		$	104,156			$	111,133

~~Note~~Amended 5and –Restated ~~Financing~~Senior ~~Arrangements~~Secured Credit Agreement

	2023			2022
Senior Secured Credit Agreement
Senior term loan facility	$	323,750		$	341,250
Credit facility		-			17,000
Subordinated Credit Agreement
Subordinated credit facility		90,000			90,000
Total debt		413,750			448,250
Unamortized discount and debt issuance fees		(9,296	)		(11,423	)
Total debt, net		404,454			436,827
Less: current portion of long-term debt		(21,875	)		(17,500	)
Total long-term debt, net	$	382,579		$	419,327

On May 31, 2024, the Company entered into an Amended and Restated Senior Secured Credit Agreement (the “Amended and Restated Senior Credit Agreement”) with several lenders, which amended, extended, and restated the Company’s existing Senior Secured Credit Agreement, dated as of May 31, 2022. The Amended and Restated Senior Credit Agreement provides for a term loan facility in an aggregate principal amount of $370 million (the “Senior Term Loan Facility”), a revolving credit facility in an aggregate principal amount of up to $100 million (the “Credit Facility”), a letter of credit sub-facility in the aggregate available amount of up to $30 million, as a sublimit of the Credit Facility, and a swing line sub-facility in the aggregate available amount of up to $20 million, as a sublimit of the Credit Facility. The obligations of the Company under the Amended and Restated Senior Credit Agreement are secured by a first priority lien on substantially all of its personal property, and guaranteed by certain of the Company’s direct, wholly-owned subsidiaries (the “Guarantors”), which guarantees are secured by a first priority lien in substantially all of the Guarantors’ personal property.

~~Maturities of long-term debt in the next five fiscal years, and the remaining years thereafter, are as follows:~~42

2024				2025				2026				2027				2028				Total
$	21,875			$	30,625			$	35,000			$	326,250			$	-			$	413,750

The Amended and Restated Senior Credit Agreement has a maturity date of May 31, 2029, with the Senior Term Loan Facility requiring quarterly installment payments commencing on September 30, 2024 and continuing on the last day of each consecutive December, March, June and September thereafter.

43At the option of the Company, borrowings under the Senior Term Loan Facility and under the Credit Facility bear interest at either a base rate or at an Adjusted Term SOFR Rate (as defined in the Amended and Restated Senior Credit Agreement), plus the applicable margin, which ranges from 0.5% to 1.25% for base rate loans and 1.50% to 2.25% for Adjusted Term SOFR Rate loans. The applicable margin is based on the Company’s total leverage ratio. At December 31, 2024, the applicable interest rate under the Amended and Restated Senior Secured Credit Agreement was Adjusted Term SOFR plus 2.00%.

~~Senior~~The ~~Secured~~Amended and Restated Senior Credit Agreement requires the Company to maintain a consolidated total net leverage ratio not to exceed 4.50 to 1.00 for each of the four consecutive fiscal quarter periods ending June 30, 2024 and September 30, 2024, decreasing to 4.25 to 1.00 for each of the four consecutive quarters ending December 31, 2024 and March 31, 2025, decreasing to 4.00 to 1.00 for each of the four consecutive fiscal quarter periods ending June 30, 2025 and September 30, 2025, and decreasing to 3.50 to 1.00 for the four consecutive fiscal quarter periods ending December 31, 2025 and each of the four consecutive fiscal quarter periods ending thereafter.

OnThe ~~May~~Amended ~~31,~~and ~~2022,~~Restated ~~the Company entered into a~~ Senior ~~Secured~~ Credit Agreement ~~with~~requires several lenders, which provides a term loan of $350.0 million (“Senior Term Loan Facility”) and a revolving credit facility up to $100.0 million (“Credit Facility”). The Credit Facility has a letter of credit sublimit of up to $15.0 million, as a sublimit of the ~~Credit~~Company ~~Facility, and a swing line subfacility of up~~ to ~~$20.0~~maintain ~~million,~~an asinterest acoverage ~~sublimit~~ratio of ~~the~~not ~~Credit~~less ~~Facility.~~than ~~The Company borrowed $5~~3.000 ~~million under the Credit Facility, which, along with the Senior Term Loan Facility, and cash-on-hand and the proceeds of the Subordinated Credit Facility described below, was used~~ to ~~purchase the assets of Fill-Rite as described in “Note 2 – Acquisitions”~~1.00 ~~The~~for ~~Company~~any ~~has~~four ~~agreed~~consecutive tofiscal ~~secure~~quarter all of its obligations under the Senior Secured Credit Agreement by granting a first priority lien on substantially all of its personal property, and each of Patterson Pump Company, AMT Pump Company, National Pump Company and Fill-Rite Company (collectively, the “Guarantors”) has agreed to guarantee the obligations of the Company under the Senior Secured Credit Agreement and to secure the obligations thereunder by granting a first priority lien in substantially all of such Guarantor’s personal propertyperiod.

The ~~Senior~~Amended ~~Secured~~and Restated Senior Credit Agreement ~~has~~contains acustomary ~~maturity~~affirmative ~~date~~and ofnegative ~~May 31~~covenants, ~~2027~~including among others, ~~with~~limitations on the ~~Senior~~Company ~~Term~~and ~~Loan~~its ~~Facility~~subsidiaries ~~requiring~~with ~~quarterly~~respect ~~installment~~to ~~payments~~the ~~commencing~~incurrence onof ~~September~~liens 30and indebtedness, ~~2022~~dispositions ~~and~~of ~~continuing~~assets, onmergers, transaction with affiliates, and the ~~last~~ability ~~day~~to ofmake ~~each~~or ~~consecutive~~pay ~~December,~~dividends ~~March,~~in ~~June~~excess ~~and~~of ~~September~~certain ~~thereafter~~thresholds.

AtThe ~~the~~Amended ~~option~~and ofRestated ~~the Company, borrowings under the~~ Senior ~~Term Loan Facility and under the~~ Credit ~~Facility~~Agreement ~~bear~~also ~~interest~~contains atcustomary ~~either~~provisions arequiring ~~base~~certain ~~rate~~mandatory orprepayments, atincluding, anamong ~~Adjusted Term SOFR Rate~~others, ~~plus~~prepayments of the ~~applicable~~net ~~margin,~~cash ~~which~~proceeds ~~ranges~~ from ~~0.75%~~any tonon-ordinary course ~~1.75%~~sale ~~for~~of ~~base~~assets, ~~rate loans~~ and ~~1.75%~~net tocash ~~2.75%~~proceeds ~~for Adjusted Term SOFR Rate loans. The applicable margin is based on the Company’s senior leverage ratio. As~~ of ~~December~~any ~~31,~~non-permitted ~~2023, the applicable interest rate under the Senior Secured Credit Agreement was Adjusted Term SOFR plus 2~~indebtedness.~~25%.~~

~~The Senior Secured Credit Agreement requires the Company to maintain a consolidated senior secured net leverage ratio not to exceed 4~~6.5040% toNote 1.00 for each of the four consecutive fiscal quarter periods ending June 30, 2022, September 30, 2022, December 31, 2022 and March 31, 2023, decreasing to 4.00 to 1.00 for each of the four consecutive fiscal quarter periods ending June 30, 2023 and September 30, 2023, and decreasing to 3.50 to 1.00 for the four consecutive fiscal quarter period ending December 31, 2023 and each of the four consecutive fiscal quarter periods ending thereafter.Agreement

~~The~~On ~~Senior~~May 31, ~~Secured~~2024, ~~Credit Agreement requires~~ the Company toentered ~~maintain~~into a ~~consolidated~~Note ~~total~~Agreement ~~net~~(the ~~leverage~~“6.40% Note ~~ratio~~Agreement”) ~~not~~whereby tothe ~~exceed~~Company 5issued $30.750 million toaggregate 1principal amount of 6.0040% ~~for~~senior ~~each~~secured ofnotes (the ~~four~~“6.40% ~~consecutive~~Notes”). ~~fiscal~~The ~~quarter~~Company’s ~~periods~~obligations ~~ending~~under ~~June~~the ~~30,~~6.40% ~~2022,~~Notes ~~September~~are ~~30,~~secured ~~2022,~~by ~~December~~a ~~31,~~first ~~2022~~priority ~~and~~lien ~~March~~on ~~31,~~substantially ~~2023,~~all ~~decreasing~~of toits ~~5.25~~personal toproperty, ~~1.00~~and ~~for~~guaranteed by each of the ~~four~~Guarantors, ~~consecutive~~which ~~fiscal~~guarantees ~~quarter~~are ~~periods~~secured ~~ending~~by ~~June~~a ~~30,~~first ~~2023~~priority ~~and~~lien ~~September~~in ~~30,~~substantially ~~2023,~~all ~~and~~of ~~decreasing~~the toGuarantors’ 4personal property.75 toThe ~~1.00~~liens ~~for~~granted under the ~~four~~6.40% ~~consecutive~~Notes ~~fiscal~~are ~~quarter~~equal ~~period~~in ~~ending~~priority ~~December~~to ~~31,~~those ~~2023~~granted ~~and~~pursuant ~~each~~to of the ~~four~~Amended ~~consecutive~~and ~~fiscal~~Restated ~~quarter~~Senior ~~periods~~Credit ~~ending thereafter~~Agreement.

The ~~Senior~~6.40% Note ~~Secured Credit~~ Agreement ~~requires~~has ~~the Company to maintain~~ a ~~minimum~~maturity ~~fixed~~date ~~charge coverage ratio (commencing with the fiscal quarter ending June 30, 2022)~~ of ~~not less than 1.20 to 1.00 for any four consecutive fiscal quarter period. On June 30~~May 31, ~~2023,~~2031 ~~the~~and ~~Senior~~interest ~~Secured~~is ~~Credit~~payable ~~Agreement~~semiannually ~~was~~on ~~amended to provide~~ the ~~Company~~last ~~with~~day ~~more~~of ~~flexibility~~May byand ~~adjusting~~November ~~the~~in ~~minimum fixed charge coverage ratio to not less than 1.00 to 1.00 for~~ each ~~four consecutive fiscal quarter periods ending June 30~~year, ~~2023~~commencing ~~through~~with ~~and including June~~ November 30, 2024 ~~and not less than 1~~.~~10 to 1.00 for each four consecutive fiscal quarter periods ending September 30, 2024 through and including December 31, 2024.~~

The ~~Senior~~6.40% ~~Secured~~Note ~~Credit~~ Agreement ~~contains~~includes ~~customary affirmative and negative covenants~~representations, ~~including among others~~

Machinery and equipment

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