Badger Meter SEC filings document the company's operating results, governance framework, executive compensation, and material corporate events as a public water technology company. Recent 8-K filings include furnished quarterly financial results, officer appointments and related compensatory arrangements, and amendments to the company's bylaws.
The company's proxy materials cover shareholder voting matters, director-election procedures, executive pay disclosures, equity award information, and annual-meeting governance. Bylaw disclosures address remote shareholder meetings, advance-notice requirements for shareholder proposals and director nominations, universal proxy compliance, nominee information, and proxy-solicitation procedures.
Badger Meter (BMI) reported third-quarter net sales of $235.9 million, compared with $235.7 million a year earlier, and net earnings of $35.9 million versus $35.1 million. Diluted earnings per share were $1.24, compared with $1.19. For the first nine months, net sales were $660.5 million, down 5.1% from $696.0 million; net earnings were $93.0 million versus $108.1 million, and diluted earnings per share were $3.19 versus $3.65.
Management cited uneven AMI project pacing as a factor in nine-month utility-water sales, which fell 5.9% to $582.3 million, partly offset by higher SaaS revenue and $7.7 million in revenue from UDlive since its acquisition. Flow-instrumentation sales rose 1.3% to $78.2 million. Cash provided by operations was $103.9 million versus $128.9 million.
Badger Meter acquired 100% of UDlive's outstanding stock on May 1, 2026, for $94.4 million, net of cash acquired, funded with cash on hand. A potential earn-out of up to an additional $50.0 million is based on established EBITDA targets during the 24 months following acquisition. During the first nine months, the company used $119.0 million to repurchase shares and paid $35.9 million in dividends; cash was $67.9 million at September 30, 2026, compared with $226.0 million at December 31, 2025.
Badger Meter, Inc. (BMI) reported third-quarter 2026 total sales of $235.9 million, compared with $235.7 million a year earlier, and 6% sequential growth. Operating earnings rose 4% to $47.7 million, with a 20.2% operating margin versus 19.6%; diluted EPS was $1.24 versus $1.19. Gross margin was 41.9%, compared with 40.7%. The annual dividend rate increased 10% to $1.76 per share, and the company repurchased $55.547 million of common stock for treasury during the quarter.
For the first nine months, net sales were $660.536 million versus $695.957 million and net earnings were $92.958 million versus $108.059 million; net cash provided by operations was $103.878 million versus $128.897 million. Base, a non-GAAP measure excluding UDlive results, had third-quarter sales of $230.299 million and operating earnings of $48.018 million. The company anticipates sequential and year-over-year Base revenue improvement in the fourth quarter and expects that momentum to continue into 2027, while addressing material cost pressures related to broad electronics supply chain dynamics.
Badger Meter Inc. director Todd A. Adams received an award of 153.8 Phantom Stock Units on October 1, 2026, as payment for his 2026 fourth-quarter retainer of $19,000. The units were computed at $123.54, the September 30, 2026 closing price of Badger Meter common stock. Each unit is economically equivalent to one common share and becomes payable in cash upon termination of Adams’s service as a director; his reported direct holding after the award was 17,354.333 Phantom Stock Units.
Xia Liu reported acquisition or exercise transactions in this Form 4 filing. Badger Meter Inc. (BMI) director Xia Liu accrued 153.8 phantom stock units on October 1, 2026, as payment for her 2026 Quarter 4 retainer of $19,000. The units were computed at $123.54, the September 30, 2026 closing price of the company’s common stock, bringing her reported phantom stock balance to 4,806.557 units. Each unit is the economic equivalent of one common share and becomes payable in cash upon termination of her director service.
Badger Meter Inc VP‑Engineering Edward F. Callahan purchased 751 shares of common stock on July 30, 2026 at $135.2489 per share in a purchase described as an open market or private transaction. After this trade, he directly owns 1,937 shares of Badger Meter common stock.
Badger Meter, Inc. reported softer results for the quarter and six months ended June 30, 2026. Net sales for the quarter were $222.3 million, down 6.6% from $238.1 million, driven by an 8.1% decline in utility water sales to $195.0 million, partly offset by a 5.6% increase in flow instrumentation sales to $27.3 million. Gross margin was 40.8% versus 41.1%, and operating earnings were $39.4 million, or 17.7% of sales, compared with $44.9 million, or 18.8% of sales. Quarterly net earnings were $29.7 million ($1.02 diluted EPS) versus $34.6 million ($1.17).
For the first six months, net sales were $424.6 million versus $460.3 million, with utility water down 8.8% to $373.4 million and flow instrumentation up slightly to $51.2 million. Net earnings were $57.1 million ($1.95 diluted EPS) compared with $73.0 million ($2.47). In May 2026, Badger Meter acquired UDlive Limited for $94.4 million in cash plus an earn-out of up to $50.0 million; UDlive contributed $2.0 million of revenue and added $69.9 million of goodwill and $53.8 million of intangibles. Operating cash flow was $60.6 million; cash and equivalents declined to $95.7 million after funding the UDlive acquisition, $63.5 million of share repurchases and $23.3 million of dividends. The company reports $154.6 million of unused credit lines and confirms its disclosure controls were effective, with no material changes in risk factors.
Badger Meter, Inc. reported second quarter 2026 net sales of $222.3 million, up 10% sequentially but 7% below the prior-year $238.1 million. Operating earnings were $39.4 million with a 17.7% margin, while diluted EPS declined to $1.02 from $1.17 a year earlier.
Utility water sales fell 8% year over year, reflecting uneven AMI project ramp, though software and BlueEdge beyond‑the‑meter offerings grew; flow instrumentation sales increased 6%. Gross margin was 40.8%, within the company’s 39–42% normalized range, and SEA expenses fell to $51.4 million.
Base net sales excluding recently acquired UDlive Limited were $220.3 million, and base operating margin was 18.4%. The company completed the UDlive acquisition effective May 1, 2026 and renewed an undrawn $150 million credit facility. Management expects revenue run‑rate to improve in the second half of 2026, with full‑year revenue excluding acquisitions approximately flat versus 2025.
ADAMS TODD A. reported acquisition or exercise transactions in this Form 4 filing.
Badger Meter Inc. director Todd A. Adams received a grant of phantom stock units as part of his non-employee director compensation. He was awarded 128.050 phantom stock units for his 2026 Quarter 3 retainer, representing $19,000 in fees computed at $148.38, the June 30, 2026 closing price of the company’s common stock. Each phantom stock unit is economically equivalent to one share of common stock and will be paid in cash when he terminates service as a director. Following this grant, Adams holds 17,200.533 phantom stock units in total.
Liu Xia reported acquisition or exercise transactions in this Form 4 filing.
Badger Meter Inc director Xia Liu received a grant of phantom stock units as part of regular board compensation. She was awarded 128.0500 phantom stock units, each economically equivalent to one share of BMI common stock, bringing her total phantom stock holdings to 4,652.7570 units.
The units were credited to her Director Deferred Compensation Plan account as payment for her 2026 Quarter 3 non-employee director retainer of $19,000, calculated at a share price of $148.38, the 6/30/26 closing price. These phantom units are payable in cash when her service as a director ends.
Badger Meter, Inc. entered into an amended and extended $150 million multi-currency revolving credit facility, moving the maturity to July 8, 2031. As of the amendment date, there were no borrowings outstanding under this facility.
Borrowings will bear interest at benchmark rates such as the Term SOFR Rate, Adjusted EURIBO Rate or Daily Simple SONIA, plus 87.5 basis points. The agreement includes financial covenants, including a maximum Consolidated Net Debt to EBITDA Ratio of 3.00 to 1.00, with flexibility to increase this limit to 3.50 to 1.00 for certain material acquisitions.