Current Report · Items 1.01, 8.01, 9.01 · 8-K

Zurn Elkay Water Solutions Corporation

ZWSNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Other Events

Filed Feb 13, 2025Accepted Feb 13, 2025, 4:48 PM ESTCIK 1439288Accession 0001193125-25-026127

Company context

Named one of America’s Most Responsible Companies and one of America’s Greenest Companies by Newsweek and one of the World’s Best Companies for Sustainable Growth by TIME, Zurn Elkay Water Solutions is headquartered in Milwaukee, WI, and is a growth-oriented, pure-play water management business that designs, procures, manufactures and markets what we believe to be the broadest sustainable product portfolio of specification-driven water management solutions to improve health, hydration, human safety and the environment. The Zurn Elkay product portfolio includes professional grade water safety and control products, flow systems products, hygienic and environmental products and filtered drinking water products for public and private spaces. Learn more at www.zurnelkay.com.

Current securities

ZWSNYSE · EQUITY · Current

Recent company filings

Disclosure sections

Items 1.01, 8.01, 9.01

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Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01 Entry into a Material Definitive Agreement On February 11, 2025, Zurn Elkay Water Solutions Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Ice Mountain LLC (the “Selling Stockholder”), and Evercore Group L.L.C. as representative of the several underwriters listed in Schedule A thereto (collectively, the “Underwriters”), for the sale of 7,750,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), by the Selling Stockholder. The offering was made under the Company’s registration statement on Form S-3ASR (File No. 333-284835) filed with the Securities and Exchange Commission (the “Registration Statement”). The Selling Stockholder granted the Underwriters a 30-day option to purchase up to an additional 1,162,500 shares of Common Stock, which option was exercised on February 12, 2025. The Company repurchased from the Underwriters 1,636,905 of such shares of Common Stock at a price per share equal to the price per share paid by the Underwriters to the Selling Stockholder in the offering. The offering closed on February 13, 2025. Pursuant to the terms of the Underwriting Agreement, the Company and the Selling Stockholder have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. The Company did not sell any shares in the Offering and did not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholder in the Offering. The summary set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1 and incorporated by reference herein.

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. Copies of the Company’s press releases related to the announcements set forth under Item 1.01 are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

Filed exhibits (2)

EX-99.1 (by filename) d922846dex991.htm

EX-99.1 4 d922846dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Press Release February 11, 2025 Contact Information: For Immediate Release Dave Pauli Chief Financial Officer 414.223.7770 Zurn Elkay Water Solutions Announces Launch of Public Offering of Common Stock by Selling Stockholder MILWAUKEE, WI - February 11, 2025 Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Zurn Elkay Water Solutions Corporation (“Zurn Elkay”) announced today the launch of an underwritten public offering by a certain former Elkay stockholder, Ice Mountain LLC (the “selling stockholder”), of 7,750,000 shares of Zurn Elkay’s common stock, par value $0.01 per share (“common stock”), of which Zurn Elkay intends to repurchase from the underwriters approximately $50,000,000 of such shares of common stock. The underwriters will have a 30-day option to purchase up to an additional 1,162,500 shares of common stock from the selling stockholder. Zurn Elkay will not sell any common stock in the offering and will not receive any proceeds from the sale of the shares of common stock by the selling stockholder …

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EX-99.2 (by filename) d922846dex992.htm

EX-99.2 5 d922846dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 Press Release February 11, 2025 Contact Information: For Immediate Release Dave Pauli Chief Financial Officer 414.223.7770 Zurn Elkay Water Solutions Corporation Announces Pricing of Public Offering by Selling Stockholder MILWAUKEE, WI - February 11, 2025 Zurn Elkay Water Solutions Corporation (NYSE:ZWS) Zurn Elkay Water Solutions Corporation (“Zurn Elkay”) today announced the pricing of the previously announced underwritten public offering by a certain former Elkay stockholder, Ice Mountain LLC (the “selling stockholder”), of 7,750,000 shares of the Zurn Elkay’s common stock, par value $0.01 per share (“common stock”), at a price to the public of $35.00 per share. The offering is expected to close on February 13, 2025, subject to customary closing conditions. Zurn Elkay has agreed to repurchase from the underwriters 1,636,905 (or approximately $55,000,000) of such shares of common stock at a price per share equal to the price per share paid by the underwriter to the selling stockholder in the offering. The und…

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