Form 8-K
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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v3.26.3
Document and Entity Information
Oct. 22, 2026
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Entity File Number
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+ 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