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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2025 BRADY CORPORATION
(Exact name of registrant as specified in its charter) Commission File Number 1-14959
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| Wisconsin | | 39-0178960 |
| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
6555 West Good Hope Road
Milwaukee, Wisconsin 53223
(Address of principal executive offices and Zip Code)
(414) 358-6600
(Registrant’s Telephone Number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A Nonvoting Common Stock, par value $0.01 per share | BRC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On September 16, 2025, Brady Corporation (the “Company”) entered into a Change of Control Agreement (the “Agreement”) with Andrew T. Gorman, General Counsel and Secretary, which replaces and supersedes the existing Change of Control Agreement between the Company and Mr. Gorman, dated April 6, 2020. The Agreement was approved by the Management Development and Compensation Committee of the Board of Directors to align with the terms of similar agreements with the Company’s other named executive officers. Under the Agreement, Mr. Gorman will receive two times his annual base salary and two times his target bonus in the event of a qualifying termination within 24 months following a change of control (as such events are defined in the Agreement). The description of the Agreement contained herein is a summary only and is qualified by the terms of the Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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| EXHIBIT NUMBER | DESCRIPTION |
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| 10.1 | |
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| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | BRADY CORPORATION |
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| Date: September 19, 2025 | | |
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| | /s/ ANN E. THORNTON |
| | Ann E. Thornton |
| | Chief Financial Officer, Chief Accounting Officer and Treasurer |