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Form 8-K

sec.gov

8-K — BADGER METER INC

Accession: 0001193125-26-428396

Filed: 2026-10-22

Period: 2026-10-22

CIK: 0000009092

SIC: 3824 (TOTALIZING FLUID METERS & COUNTING DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bmi-20261022.htm (Primary)

EX-99.PRESSRELEASE (bmi-ex99_pressrelease.htm)

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8-K

8-K (Primary)

Filename: bmi-20261022.htm · Sequence: 1

8-K

false000000909200000090922026-10-222026-10-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________________

Date of Report

(Date of earliest event reported)

October 22, 2026

Badger Meter, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin

1-6706

39-0143280

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

4545 W. Brown Deer Rd., Milwaukee, Wisconsin 53223

(Address of principal executive offices, including zip code)

(414) 355-0400

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BMI

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 the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition .

On October 22, 2026, Badger Meter, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2026.

A copy of the press release issued by the Company announcing the foregoing is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits .

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d)

Exhibits . The exhibit furnished herewith is as listed in the accompanying Exhibit Index.

EXHIBIT INDEX

Exhibit No.

Description

(99.1)

Badger Meter, Inc. Press Release, dated October 22, 2026.

SIGNATURES

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.

BADGER METER, INC.

Date: October 22, 2026

By:

/s/ Daniel R. Weltzien

Daniel R. Weltzien

Vice President – Chief Financial Officer and Treasurer

EX-99.PRESSRELEASE

EX-99.PRESSRELEASE

Filename: bmi-ex99_pressrelease.htm · Sequence: 2

EX-99.PressRelease

Exhibit 99.1

Badger Meter News Release

Dan Weltzien, Vice President – CFO and Treasurer

investors@badgermeter.com

BADGER METER REPORTS THIRD QUARTER 2026 FINANCIAL RESULTS

Milwaukee, WI, October 22, 2026 - Badger Meter, Inc. (NYSE: BMI) today reported results for the third quarter ended September 30, 2026.

Third Quarter 2026 Highlights

•

Total sales of $235.9 million increased modestly from the prior year’s $235.7 million and improved 6% sequentially from the second quarter. Base1 sales were $230.3 million.

•

Operating earnings increased 4% year-over-year to $47.7 million, with operating profit margins of 20.2% versus 19.6% in the prior year comparable quarter. Base operating earnings of $48.0 million increased 4% year-over-year, with Base operating profit margins of 20.9%.

•

Diluted earnings per share (EPS) of $1.24, a 4% increase from $1.19 in the third quarter of 2025.

•

Increased annual dividend rate by 10% to $1.76 per share, representing the 34th consecutive year of dividend growth.

“We were pleased with our third quarter financial results delivering continued sequential sales and operating profit improvement” said Kenneth C. Bockhorst, Chairman, President and Chief Executive Officer. “Consistent with our expectations, third quarter sales reflected the ongoing ramp of awarded utility water projects as well as solid underlying demand trends. I want to thank our employees across the globe for their commitment, contributions and ongoing customer focus.”

Third Quarter 2026 Operating Results

Utility water sales were flat year-over-year, including $5.6 million from the UDlive acquisition. Excluding the acquisition, utility water sales increased 5% sequentially from the second quarter, yet declined 3% year-over-year, reflecting uneven AMI project pacing partially offset by higher software revenue.

Sales of flow instrumentation products increased 2% year-over-year, with strong demand across the water-focused end markets against a difficult prior year comparison.

Operating earnings improved 4% year-over-year to $47.7 million, representing a 60-basis point improvement in operating profit margins to 20.2%. Base operating earnings of $48.0 million increased 4% year-over-year, with Base operating profit margins of 20.9%.

Gross margins of 41.9% were 120 basis points higher than the prior year’s 40.7%. Margin improvement reflects higher sales and structural mix benefits, while UDlive gross margins include the dilutive impact of inventory fair-value step-up amortization.

Selling, Engineering and Administration (SEA) expenses of $51.1 million were $1.3 million higher year-over-year. The inclusion of UDlive results along with related intangible asset amortization combined added $2.3 million to year-over-year expenses. Base SEA expenses of $48.8 million declined $0.9 million or 2% year-over-year due to the benefit of appropriate spending controls and lower incentive compensation.

The effective tax rate for the third quarter of 2026 was 25.1%, compared to 26.1% in the prior year. As a result of the above, EPS of $1.24 increased 4% from the prior year’s $1.19.

Outlook

Bockhorst concluded, “As we enter the final quarter of 2026, we continue to anticipate both sequential and year-over-year Base revenue improvement, inclusive of the fewer operating days typical for the fourth fiscal quarter, and expect to sustain this growth momentum into 2027. We remain steadfastly focused on cost management actions to mitigate the uneven 2026 sales cadence, while effectively addressing ongoing material cost pressures related to broad electronics supply chain dynamics.”

We maintain our focus on long-term strategic priorities including advancing the multi-year opportunity funnel for both metering and beyond the meter applications. We also continue to enhance our BlueEdge® portfolio of solutions against the backdrop of a multi-decade digital transformation of the global water sector, as demonstrated by the recent launch of OneNetwork™, our real-time network monitoring and analysis software platform.

During the quarter we repurchased approximately $55 million of our outstanding shares and increased our annual dividend rate for the 34th consecutive year, demonstrating our commitment to returning cash to shareholders.

In closing, I remain excited about the value creation opportunities ahead of us as we further our vision to preserve and protect the world’s most precious resource.”

1 Adjusted metrics (“Base”) are non-GAAP measures excluding the results of UDlive acquired May 1, 2026. See appendix for reconciliations of these GAAP to non-GAAP measures.

Conference Call and Webcast Information

Badger Meter management will hold a conference call to discuss the Company’s third quarter 2026 results today, Thursday, October 22, 2026 at 10:00 AM Central/11:00 AM Eastern time. A live listen-only webcast and the related presentation will be available on the Events & Presentations section of the Company’s investor relations website. Those wishing to actively participate in the conference call must pre-register using the following link: https://events.q4inc.com/attendee/365814936

Safe Harbor Statement

Certain statements contained in this news release, as well as other information provided from time to time by Badger Meter, Inc. (the “Company”) or its employees, may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those statements. The Company’s results are subject to general economic conditions, variation in demand from customers, continued market acceptance of new products, the successful integration of

acquisitions, competitive pricing and operating efficiencies, supply chain risk, material and labor cost increases, tax reform and foreign currency risk. See the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for further information regarding risk factors, which are incorporated herein by reference. Badger Meter disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.

About Badger Meter

With more than a century of water technology innovation, Badger Meter provides comprehensive water management solutions through its BlueEdge® suite. This tailorable portfolio of smart measurement hardware, reliable communications, data visualization and analytics software and ongoing support and industry expertise give customers the edge in optimizing their operations and contributing to the sustainable use and protection of the world’s most precious resource. For more information, visit www.badgermeter.com.

BADGER METER, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except share and earnings per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Net sales

$

235,938

$

235,651

$

660,536

$

695,957

Cost of sales

137,089

139,815

386,587

406,874

Gross margin

98,849

95,836

273,949

289,083

Selling, engineering and administration

51,107

49,752

151,659

148,711

Operating earnings

47,742

46,084

122,290

140,372

Interest income, net

(188

)

(1,330

)

(1,645

)

(3,559

)

Other pension and postretirement income

(28

)

(28

)

(84

)

(84

)

Earnings before income taxes

47,958

47,442

124,019

144,015

Provision for income taxes

12,055

12,365

31,061

35,956

Net earnings

$

35,903

$

35,077

$

92,958

$

108,059

Earnings per share:

Basic

$

1.25

$

1.19

$

3.21

$

3.67

Diluted

$

1.24

$

1.19

$

3.19

$

3.65

Shares used in computation of earnings per share:

Basic

28,750,150

29,424,004

28,999,955

29,405,429

Diluted

28,871,187

29,583,384

29,125,127

29,577,619

-more-

BADGER METER, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)

Assets

September 30,

December 31,

2026

2025

(Unaudited)

Cash and cash equivalents

$

67,928

$

226,016

Receivables

111,826

112,356

Inventories

166,427

151,935

Other current assets

21,719

16,770

Total current assets

367,900

507,077

Net property, plant and equipment

83,473

79,636

Intangible assets, at cost less accumulated amortization

157,513

118,496

Other long-term assets

31,957

32,793

Goodwill

302,805

235,575

Total assets

$

943,648

$

973,577

Liabilities and Shareholders' Equity

Payables

$

70,275

$

72,299

Accrued compensation and employee benefits

21,904

37,619

Other current liabilities

56,117

40,798

Total current liabilities

148,296

150,716

Deferred income taxes

16,616

3,477

Long-term deferred revenue, employee benefits and other

127,604

106,090

Shareholders' equity

651,132

713,294

Total liabilities and shareholders' equity

$

943,648

$

973,577

-more-

BADGER METER, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Operating activities:

Net earnings

$

35,903

$

35,077

$

92,958

$

108,059

Adjustments to reconcile net earnings to net cash provided by operations:

Depreciation

2,636

2,607

8,297

8,326

Amortization

7,555

6,100

20,804

17,458

Noncurrent employee benefits

(154

)

40

(140

)

45

Stock-based compensation expense

2,474

2,041

7,821

6,445

Changes in:

Receivables

9,252

2,503

690

(22,803

)

Inventories

10,702

(5,759

)

(10,508

)

(1,740

)

Payables

(27,510

)

(4,285

)

(3,515

)

11,937

Prepaid expenses and other assets

(2,374

)

(188

)

(10,059

)

(3,276

)

Other liabilities

4,790

13,148

(2,470

)

4,446

Total adjustments

7,371

16,207

10,920

20,838

Net cash provided by operations

43,274

51,284

103,878

128,897

Investing activities:

Property, plant and equipment expenditures

(2,992

)

(3,089

)

(12,258

)

(9,993

)

Proceeds from company owned life insurance plans

454

-

454

-

Acquisitions, net of cash acquired

-

-

(94,375

)

(184,024

)

Net cash used for investing activities

(2,538

)

(3,089

)

(106,179

)

(194,017

)

Financing activities:

Dividends paid

(12,634

)

(11,770

)

(35,936

)

(31,791

)

Proceeds from exercise of stock options

-

-

140

554

Repurchase of common stock for treasury stock

(55,547

)

-

(119,014

)

-

Net cash used for financing activities

(68,181

)

(11,770

)

(154,810

)

(31,237

)

Effect of foreign exchange rates on cash

(360

)

60

(977

)

2,745

(Decrease) Increase in cash and cash equivalents

(27,805

)

36,485

(158,088

)

(93,612

)

Cash and cash equivalents - beginning of period

95,733

165,208

226,016

295,305

Cash and cash equivalents - end of period

$

67,928

$

201,693

$

67,928

$

201,693

-more-

APPENDIX

BADGER METER, INC.

RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES TO GAAP PERFORMANCE MEASURES

(in thousands, except share and earnings per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

UDlive

Base

2026

UDlive

Base

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Net sales

$

235,938

$

5,639

$

230,299

$

660,536

$

7,663

$

652,873

Selling, engineering and administration

51,107

2,272

48,835

151,659

4,080

147,579

Operating earnings (loss)

47,742

(276

)

48,018

122,290

(1,524

)

123,814

Operating earnings as % of sales

20.2

%

-4.9

%

20.9

%

18.5

%

-19.9

%

19.0

%

* UDlive results are included from the date of acquisition of May 1, 2026.

** UDlive amortization was $1.2 million and $2.0 million for the three months and nine months ended September 30, 2026, respectively and reported as part of Selling, engineering and administration expenses.

*** UDlive results include $0.5 million and $0.7 million for the three and nine months ended September 30, 2026, respectively, of inventory step-up amortization associated with acquisition accounting.

###

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Document and Entity Information

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration