Brady enters share exchange agreement

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 4, 2026, Brady Corporation (the "Company") entered into a Share Exchange Agreement (the "Exchange Agreement") with William H. Brady III, a holder of the Company's Class B Common Stock¹, par value $0.01 per share (the "Class B Common Stock"). The closing under the Exchange Agreement also occurred on November 4, 2026.² Pursuant to the Exchange Agreement, Mr. Brady transferred to the Company 1,769,314 shares of Class B Common Stock, consisting of all of the shares of Class B Common Stock owned by or held for the benefit of Mr. Brady³, in exchange for (such exchange, the "Exchange") the issuance by the Company to Mr. Brady of 1,769,314 newly issued shares of the Company's Class A Common Stock⁴, par value $0.01 per share (such newly issued shares, the "New Class A Shares"). No cash consideration was paid by either party in connection with the Exchange.⁵ Upon consummation of the Exchange, Elizabeth P. Bruno, a member of the Company's Board of Directors (the "Board"), holds 100% of the Company's Class B Common Stock; accordingly, all of the Company's voting stock is controlled by Dr. Bruno. The Exchange Agreement was approved by the disinterested members of the Board; Dr. Bruno did not participate in the deliberations regarding, and abstained from voting on, the Exchange Agreement and related transactions.⁸

The Exchange Agreement contains customary representations and warranties of the parties. The closing of the Exchange was subject to customary conditions, including the accuracy of the parties' representations and warranties, the performance of their respective covenants and the approval of the New Class A Shares for listing on the New York Stock Exchange, subject to official notice of issuance, each of which was satisfied at closing.

Under the Exchange Agreement, Mr. Brady has agreed that, for a period of 24 months following the closing (the "Lock-Up Period"), he will not, without the Company's prior written consent, offer, sell, pledge, hedge or otherwise transfer or dispose of the New Class A Shares, subject to certain exceptions⁶ for gifts, estate planning transfers, transfers to family members, trusts and wholly owned entities, transfers upon death and transfers pursuant to court or regulatory order. The Company has agreed to use commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission registering the resale of the New Class A Shares⁷, and to cause it to become effective prior to the expiration of the Lock-Up Period. Mr. Brady has also agreed to indemnify the Company for breaches of his representations, warranties and covenants, and has waived any anti-dilution rights and any rights to receive additional shares of Class B Common Stock in connection with the Exchange.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K ("Report") and is incorporated herein by reference.

Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth in Item 1.01 of this Report is incorporated herein by reference. The New Class A Shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof.¹²

Item 5.01 CHANGES IN CONTROL OF REGISTRANT

The information set forth in Item 1.01 of this Report is incorporated herein by reference. The Class B Common Stock is the only class of the Company's capital stock entitled to vote generally on matters submitted to shareholders, other than as required by law and by certain provisions of the Company's Restated Articles of Incorporation. Prior to the Exchange, Mr. Brady and Dr. Bruno each held approximately 49.9% of the outstanding shares of Class B Common Stock⁹ and control of the Company was shared by holders of the Class B Common Stock. Upon the consummation of the Exchange, Mr. Brady no longer holds any shares of Class B Common Stock, and Dr. Bruno holds 1,769,314 shares of Class B Common Stock, representing 100% of the outstanding shares of Class B Common Stock and, accordingly, all of the outstanding voting power of the Company.¹⁰ As a result, the Exchange has resulted in a change in control of the Company¹¹, with Dr. Bruno acquiring sole control of the Company through her ownership of the existing Class B Common Stock that she holds. Dr. Bruno is not a party to the Exchange Agreement, did not pay any consideration and did not use any funds in connection with the change in control, which resulted solely from the Company's acquisition (and subsequent retirement) of Mr. Brady's shares of Class B Common Stock in the Exchange. There are no arrangements or understandings among Mr. Brady, Dr. Bruno or their respective associates with respect to the election of directors or other matters, and there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company.