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Form 8-K

sec.gov

8-K — BADGER METER INC

Accession: 0001193125-26-311374

Filed: 2026-07-22

Period: 2026-07-22

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-20260722.htm (Primary)

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

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8-K

8-K (Primary)

Filename: bmi-20260722.htm · Sequence: 1

8-K

0000009092false00000090922026-07-222026-07-22

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)

July 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 July 22, 2026, Badger Meter, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 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 July 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: July 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 SECOND QUARTER 2026 FINANCIAL RESULTS

Milwaukee, WI, July 22, 2026 - Badger Meter, Inc. (NYSE: BMI) today reported results for the second quarter ended June 30, 2026.

Second Quarter 2026 Highlights

Total sales of $222.3 million increased 10% sequentially from the first quarter and were 7% lower than the prior year’s $238.1 million. Base1 sales were $220.3 million.

Operating earnings declined 12% year-over-year to $39.4 million, with operating profit margins of 17.7% versus 18.8% in the prior year comparable quarter. Base operating earnings of $40.6 million decreased 9% year-over-year, with Base operating profit margins of 18.4%.

Diluted earnings per share (EPS) of $1.02, down from $1.17 in the second quarter of 2025.

Held inaugural investor day articulating the durability of the business model and reiterating the long-term financial framework of high-single digit growth.

Completed acquisition of UDlive Limited (UDlive) effective May 1, 2026, extending sewer line monitoring leadership and global capabilities.

“Consistent with our expectations, second quarter results marked a sequential step-up in quarterly sales performance as order rates improved from first quarter levels and certain awarded utility water projects commenced their initial deployments," said Kenneth C. Bockhorst, Chairman, President and Chief Executive Officer. "While year-over-year revenue declined against the highest quarterly revenue in Badger Meter history, we delivered solid sequential operating leverage including the benefit of cost management actions initiated in the quarter. Our pipeline of awarded projects remains broadly on schedule to further ramp in the second half of 2026, and we continue to curate the multi-year opportunity funnel for both metering and beyond the meter applications. Since closing on the acquisition of UDlive on May 1, we’ve made solid progress in our integration efforts and initial commercial interest has been strong. I want to thank our team for their execution and collaborative efforts in support of our customers.”

Second Quarter 2026 Operating Results

Utility water sales declined 8% year-over-year, including two months of the UDlive acquisition. Excluding the acquisition, sales increased 8% sequentially from the first quarter, yet were down 9% year-over-year, reflecting the continued uneven ramp of AMI projects partially offset by higher sales of software and other BlueEdge® beyond the meter solution offerings.

Sales of flow instrumentation products increased 6% year-over-year, with growth in water-related markets.

Operating earnings declined 12% year-over-year to $39.4 million, with operating profit margins down 110 basis points to 17.7%. Base operating earnings of $40.6 million decreased 9% year-over-year, with Base operating profit margins of 18.4%, down 40 basis points year-over-year.

Gross margin of 40.8% was 30 basis points lower than the prior year’s 41.1% despite the sales decline and solidly within the normalized range of 39-42%.

Selling, Engineering and Administration (SEA) expenses of $51.4 million were $1.6 million lower year-over-year. Base SEA expenses of $49.6 million declined $3.4 million or 6% year-over-year due to the benefit of tight spending controls, lower incentive compensation and other cost containment actions partially offset by final transaction-related costs for UDlive of $1.2 million. The inclusion of UDlive results for two months along with related intangible asset amortization combined added $1.8 million to year-over-year expenses.

The effective tax rate for the second quarter of 2026 was 25.2%, compared to 24.5% in the prior year. As a result of the above, EPS of $1.02 declined 13% from the prior year’s $1.17.

Outlook

Bockhorst concluded, “At the halfway point of the year, we remain squarely focused on managing the impacts of uneven AMI project phasing while continuing to advance long-term growth initiatives. As we expected, several of the awarded projects in the pipeline are beginning to proceed into deployment. We continue to anticipate an improvement in revenue run-rate in the back half of the year, with full‑year revenue, excluding acquisitions, flattish versus 2025. Finally, we remain diligent in our cost management focus to mitigate the temporary sales pacing effects.

At our recent Investor Day in May, we reiterated our long-term financial framework including high single digit growth for the forward five-year period. This is supported by our innovative smart water solutions portfolio and differentiated selling model which positions us to benefit from the multi-decade digital transformation of the global water sector. We continue to capture opportunities underpinned by these favorable secular trends in both metering and beyond the meter applications.

In addition, our solid cash flow and credit availability provide us with the financial flexibility to execute on our capital allocation priorities including investing in growth, returning cash to shareholders and accretive acquisitions. In support of these priorities, we recently renewed our undrawn credit facility of $150 million, including its accordion and other attractive features.

Finally, our recently released 2025 Sustainability Report highlights our use of continuous improvement processes to mitigate risk and make progress across a range of targeted outcomes, including an 11% reduction in water intensity. Importantly, our focus on sustainable solutions creates growth opportunities and enhances shareholder value by enabling our customers to be more efficient, resilient

and sustainable in their water operations 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 second quarter 2026 results today, Wednesday, July 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/462611018

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 June 30,

Six Months Ended June 30,

2026

2025

2026

2025

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Net sales

$

222,321

$

238,095

$

424,598

$

460,306

Cost of sales

131,548

140,285

249,498

267,059

Gross margin

90,773

97,810

175,100

193,247

Selling, engineering and administration

51,396

52,947

100,552

98,959

Operating earnings

39,377

44,863

74,548

94,288

Interest income, net

(319

)

(895

)

(1,457

)

(2,229

)

Other pension and postretirement income

(28

)

(28

)

(56

)

(56

)

Earnings before income taxes

39,724

45,786

76,061

96,573

Provision for income taxes

10,004

11,202

19,006

23,591

Net earnings

$

29,720

$

34,584

$

57,055

$

72,982

Earnings per share:

Basic

$

1.02

$

1.18

$

1.96

$

2.48

Diluted

$

1.02

$

1.17

$

1.95

$

2.47

Shares used in computation of earnings per share:

Basic

29,038,125

29,414,457

29,126,348

29,396,805

Diluted

29,141,991

29,585,340

29,253,587

29,575,400

-more-

BADGER METER, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)

Assets

June 30,

December 31,

2026

2025

(Unaudited)

Cash and cash equivalents

$

95,733

$

226,016

Receivables

121,234

112,356

Inventories

178,091

151,935

Other current assets

21,147

16,770

Total current assets

416,205

507,077

Net property, plant and equipment

83,437

79,636

Intangible assets, at cost less accumulated amortization

162,540

118,496

Other long-term assets

33,378

32,793

Goodwill

302,609

235,575

Total assets

$

998,169

$

973,577

Liabilities and Shareholders' Equity

Payables

$

97,827

$

72,299

Accrued compensation and employee benefits

18,734

37,619

Other current liabilities

55,311

40,798

Total current liabilities

171,872

150,716

Deferred income taxes

16,692

3,477

Long-term deferred revenue, employee benefits and other

126,725

106,090

Shareholders' equity

682,880

713,294

Total liabilities and shareholders' equity

$

998,169

$

973,577

-more-

BADGER METER, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Operating activities:

Net earnings

$

29,720

$

34,584

$

57,055

$

72,982

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

Depreciation

2,841

2,915

5,661

5,719

Amortization

7,014

5,880

13,249

11,358

Noncurrent employee benefits

9

(32

)

14

5

Stock-based compensation expense

3,179

2,576

5,347

4,404

Changes in:

Receivables

(10,357

)

(4,809

)

(8,562

)

(25,306

)

Inventories

2,485

4,139

(21,210

)

4,019

Payables

(10,268

)

(72

)

23,995

16,222

Prepaid expenses and other assets

(4,486

)

1,019

(7,685

)

(3,088

)

Other liabilities

6,574

(1,614

)

(7,260

)

(8,702

)

Total adjustments

(3,009

)

10,002

3,549

4,631

Net cash provided by operations

26,711

44,586

60,604

77,613

Investing activities:

Property, plant and equipment expenditures

(4,839

)

(3,938

)

(9,266

)

(6,904

)

Acquisitions, net of cash acquired

(94,375

)

913

(94,375

)

(184,024

)

Net cash used for investing activities

(99,214

)

(3,025

)

(103,641

)

(190,928

)

Financing activities:

Dividends paid

(11,593

)

(10,004

)

(23,302

)

(20,021

)

Proceeds from exercise of stock options

-

486

140

554

Repurchase of common stock for treasury stock

(25,254

)

-

(63,467

)

-

Net cash used for financing activities

(36,847

)

(9,518

)

(86,629

)

(19,467

)

Effect of foreign exchange rates on cash

(370

)

1,807

(617

)

2,685

Decrease in cash and cash equivalents

(109,720

)

33,850

(130,283

)

(130,097

)

Cash and cash equivalents - beginning of period

205,453

131,358

226,016

295,305

Cash and cash equivalents - end of period

$

95,733

$

165,208

$

95,733

$

165,208

-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 June 30,

Six Months Ended June 30,

2026

UDlive

Base

2026

UDlive

Base

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Net sales

$

222,321

$

2,025

$

220,296

$

424,598

$

2,025

$

422,573

Selling, engineering and administration

51,396

1,808

49,588

100,552

1,808

98,744

Operating earnings (loss)

39,377

(1,246

)

40,623

74,548

(1,246

)

75,794

Operating earnings as % of sales

17.7

%

-61.5

%

18.4

%

17.6

%

-61.5

%

17.9

%

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

** UDlive amortization was $0.8 million for the three months and six months ended June 30, 2026 and reported as part of Selling, engineering and administration expenses

###

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Jul. 22, 2026

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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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.

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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