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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): June 6, 2026 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 June 8, 2026, Brady Corporation (the “Company”) announced that Russell R. Shaller will be retiring as the Company’s President and Chief Executive Officer, effective June 8, 2026 (the “Effective Date”). In connection with his retirement, Mr. Shaller also resigned from his position on the Board of Directors of the Company as of the Effective Date. Pursuant to the terms of a Complete and Permanent Release and Retirement Agreement between the Company and Mr. Shaller dated as of June 7, 2026 (the “Retirement Agreement”), Mr. Shaller will remain employed by the Company and receive his current salary and benefits from the Effective Date until August 1, 2026, during which time he will be available to the Company in a consultative position to assist with respect to the transition.
Under the terms of his Retirement Agreement, Mr. Shaller will remain entitled to receive the cash bonus earned for the Company’s 2026 fiscal year, subject to an individual performance multiplier of 100%. He will also be entitled to retain all of his outstanding performance restricted stock unit awards (“PSUs”) and will vest in such awards to the extent the performance goals in effect for such awards are achieved, with vesting to be provided on a full (not pro-rated) basis. In addition, Mr. Shaller will retain all of his preexisting rights regarding any awards of stock options and restricted stock units and PSUs (subject to the modification described above) outstanding as of the Effective Date in accordance with the equity plans and grant agreements governing such equity, including eligibility for “Retirement” treatment under such awards, if applicable. The Retirement Agreement does not amend any of Mr. Shaller’s restrictive covenants contained in his employment offer letter with the Company, dated March 15, 2022, including with respect to non-competition and non-solicitation provisions. The Retirement Agreement contains standard confidentiality, waiver and release and non-disparagement provisions. The Retirement Agreement is subject to legal revocation rights.
The Company also announced that, as of June 8, 2026, Vineet Nargolwala has been appointed President and Chief Executive Officer. Mr. Nargolwala will remain a member of the Board of Directors but will no longer serve on any committees of the Board requiring director independence.
Mr. Nargolwala previously served as President, Chief Executive Officer and Director of Allegro MicroSystems, Inc. from June 2022 to February 2025. Prior to joining Allegro, Mr. Nargolwala was with Sensata Technologies for nearly a decade. He has served on the Company’s Board of Directors for the past four years and has been intricately involved in the Board’s assessment of, and the decision to acquire, the Productivity Solutions and Services business from Honeywell, which transaction remains subject to close. Earlier in his career, Mr. Nargolwala spent nearly 10 years at Honeywell in senior leadership roles.
There are no arrangements or understandings between Mr. Nargolwala and any other persons pursuant to which he was selected as an officer of the Company, he has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company entered into an employment offer letter dated June 7, 2026 with Mr. Nargolwala (the “Offer Letter”). The Offer Letter provides that Mr. Nargolwala will receive an annual base salary of $1,000,000, subject to periodic review and adjustment. The Offer Letter also provides that he will participate in the Company’s annual cash incentive plan in fiscal 2026, with a targeted annual incentive opportunity of 125% of base salary, effective June 8, 2026. The Offer Letter further provides that Mr. Nargolwala will receive an annual stock incentive award with a grant date value of $6,400,000, subject to approval by the Management Development and Compensation Committee. Of this amount, $3,200,000 of his fiscal 2027 annual stock incentive award will consist of time-based restricted stock units that vest ratably over three years, with a grant date of June 8, 2026. Under the terms of the Offer Letter, Mr. Nargolwala will be required to hold, directly or indirectly, shares of the Company’s Class A common stock equal to five times his base salary within five years of his appointment as President and Chief Executive Officer.
Also pursuant to the terms of the Offer Letter, if Mr. Nargolwala purchases shares of the Company’s Class A common stock within 180 days of June 8, 2026, the Company will grant him a matching award of restricted stock units with an aggregate grant value equal to two times the total purchase price of the shares acquired, up to a maximum grant value of $2,000,000. This matching award will vest ratably over a two-year period, subject to Mr. Nargolwala’s continuous service and a requirement that he does not sell any shares of the Company’s Class A common stock during the vesting period. Furthermore, if Mr. Nargolwala’s employment is terminated by the Company without Cause or he resigns for Good Reason (as such terms are defined in the Offer Letter), he will be entitled to a severance benefit equal to two times the sum of his base salary and target bonus, payable in monthly installments over a 24-month period. The Company also entered into a Change of Control Agreement with Mr. Nargolwala (the “Change of Control Agreement”). Under the terms of the Change of Control Agreement, in the event of a qualifying termination within 24 months following a change of control (as such events are defined in the Change of Control Agreement), Mr. Nargolwala will receive two times his annual base salary, two times his target bonus, and
the amount of his target bonus prorated based on when the termination occurs. Mr. Nargolwala will also receive an annual car allowance, a temporary corporate housing allowance and travel support.
A copy of the Company’s press release announcing Mr. Shaller’s retirement and Mr. Nargolwala’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing descriptions of the Retirement Agreement, the Offer Letter and the Change of Control Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and are 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 | Complete and Permanent Release and Retirement Agreement between the Company and Russell R. Shaller dated as of June 7, 2026. |
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| 10.2 | Employment Offer Letter between the Company and Vineet Nargolwala dated as of June 7, 2026. |
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| 10.3 | Change of Control Agreement between the Company and Vineet Nargolwala dated as of June 8, 2026 |
| 99.1 | Press Release of Brady Corporation, dated June 8, 2026. |
| 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: June 11, 2026 | | |
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| | /s/ ANN E. THORNTON |
| | Ann E. Thornton |
| | Chief Financial Officer, Chief Accounting Officer and Treasurer |
EXHIBIT 99.1
For More Information:
Investor contact: Ann Thornton 414-438-6887
Media contact: Kate Venne 414-469-2768
Brady Corporation Announces CEO Transition
•Russell Shaller to Retire After an Accomplished 11-year Tenure with Brady
•Current Board Member, Vineet Nargolwala, Appointed Chief Executive Officer
MILWAUKEE (June 8, 2026) -- Brady Corporation (NYSE: BRC) (“Brady” or “Company”), today announced that the Board of Directors has appointed Vineet Nargolwala, an accomplished technology executive and a current member of the Company’s Board of Directors, to succeed Russell Shaller as Chief Executive Officer effective June 8, 2026. Mr. Shaller recently informed the Board of Directors of his decision to retire as both an officer and director of the Company. At the request of the Board of Directors, Mr. Shaller will remain with the Company in a consultative position until August 1, 2026, to ensure a smooth transition. Mr. Nargolwala will remain a member of the Board of Directors.
Bradley Richardson, Chair of the Board of Directors of Brady Corporation, said, “On behalf of our Board and the entire Brady team worldwide, I would like to thank Russell for his unparalleled contributions to the Company over the past eleven years. Under his leadership, the Company made strategic investments that drove market share, record-high EPS results, and strong returns to our shareholders. During his tenure as CEO, the market value of the company rose nearly 90%. We are eternally grateful to Russell, and we wish him the very best in his retirement.”
“It has been a privilege to lead the Brady Corporation team,” said Russell Shaller. “Together, we launched incredible new products, expanded our portfolio through key strategic acquisitions, and achieved five consecutive years of both organic sales growth and record EPS. I have worked closely with Vineet over the past four years, and I believe that I leave the organization in extremely capable hands. I am excited for the future of Brady as it embarks upon the next chapter of growth.”
The Board of Directors believes that Mr. Nargolwala is uniquely qualified to succeed Mr. Shaller as the Chief Executive Officer as the Company significantly expands and transforms with the announced acquisition of the Productivity Solutions and Services (“PSS”) business from Honeywell. He is a proven public company CEO with extensive experience leading growth and cultural transformations in global technology organizations with deep engineering and technology cultures.
Mr. Nargolwala previously served as President, Chief Executive Officer and Director of Allegro MicroSystems, Inc. from June 2022 to February 2025. Prior to joining Allegro, Mr. Nargolwala was with Sensata Technologies for nearly a decade. He has served on the Company’s Board of Directors for the past four years and has been intricately involved in the Board’s assessment of, and the decision to acquire, the PSS business. Earlier in his career, Mr. Nargolwala spent nearly 10 years at Honeywell in senior leadership roles.
Mr. Richardson continued, “We are exceptionally fortunate that Vineet has agreed to become the next Chief Executive Officer of Brady Corporation. He brings decades of experience in industrial technology applications, overseeing large, publicly traded organizations, nurturing culture, and driving transformation and growth. We believe that the combination of his experience on the Brady Board and his long tenure with Honeywell earlier in his career, uniquely positions him to lead our growth transformation. Vineet’s appointment as our next CEO is an
important step that the Board is taking to enhance our leadership and Board composition as we transform the Company with the PSS acquisition, and we are confident in his ability to seamlessly integrate the PSS business with our existing strong Brady operations.”
Vineet Nargolwala said, “I am deeply honored to step into the role of CEO at such an important moment in our Company’s journey. Having served on the Board, I have had the privilege of seeing firsthand the talent, commitment and resilience that define this Company and underpin its strong reputation. I want to thank Russell for his leadership and contributions to position us for this exciting next chapter. I wish him and his family all the best in retirement.”
Mr. Nargolwala continued, “I could not be more excited about the opportunity that lies ahead as we prepare to close the most transformative acquisition in our company’s history. As we look to harness the tremendous potential of our complementary product lines, I am confident in this team’s ability to expand our capabilities and create even greater value for our customers, employees and shareholders.”
Brady Corporation is an international manufacturer and marketer of complete solutions that identify and protect people, products and places. Brady’s products help customers increase safety, security, productivity and performance and include high-performance labels, signs, safety devices, printing systems and software. Founded in 1914, the Company has a diverse customer base in electronics, telecommunications, manufacturing, electrical, construction, medical, aerospace and a variety of other industries. Brady is headquartered in Milwaukee, Wisconsin and as of July 31, 2025, employed approximately 6,400 people in its worldwide businesses. Brady’s fiscal 2025 sales were approximately $1.51 billion. Brady stock trades on the New York Stock Exchange under the symbol BRC. More information is available on the Internet at www.bradyid.com.
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In this news release, statements that are not reported financial results or other historic information are “forward-looking statements.” These forward-looking statements relate to, among other things, the Company's future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations.
The use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project,” “plan” or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements by their nature address matters that are, to different degrees, uncertain and are subject to risks, assumptions, and other factors, some of which are beyond Brady’s control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For Brady, uncertainties arise from: increased cost of materials, labor, material shortages and supply chain disruptions, including as a result of tariffs or other impacts of the global trade environment; decreased demand for our products; our ability to compete effectively or to successfully execute our strategy; our ability to develop technologically advanced products that meet customer demands; Brady’s ability to identify, integrate and grow acquired companies; difficulties in protecting our websites, networks, and systems against security breaches and difficulties in preventing phishing attacks, social engineering or malicious break-ins; risks associated with the loss of key employees; litigation, including product liability claims; global climate change and environmental regulations; foreign currency fluctuations; changes in tax legislation and tax rates; potential write-offs of goodwill and other intangible assets; differing interests of voting and non-voting shareholders and changes in the regulatory and business environment around dual-class voting structures; the possibility that events, changes or other circumstances could result in termination of the agreement to acquire the PSS business; our ability to complete the pending acquisition of the PSS business on the anticipated timeline or at all, including risks related to the timing, receipt and terms of required governmental and regulatory approvals and the satisfaction or waiver of other closing conditions; the potential effects of the pending acquisition and related integration planning on Brady’s and the PSS business’s relationships with customers, suppliers and other business partners, ability to retain, hire and integrate key personnel including officers, operating results and businesses generally; our ability to realize the anticipated strategic and financial benefits of the pending acquisition of the PSS business, including expected synergies, within the anticipated timeframe, or at all; numerous other matters of national, regional and global scale, including major public health crises and government responses thereto and those of a political, economic, business, competitive, and regulatory nature contained from time to time in Brady’s U.S. Securities and
Exchange Commission filings, including, but not limited to, those factors listed in the “Risk Factors” section within Item 1A of Part I of Brady’s Form 10-K for the year ended July 31, 2025.
These uncertainties may cause Brady's actual future results to be materially different than those expressed in its forward-looking statements. Brady does not undertake to update its forward-looking statements except as required by law.
