Badger Meter (NYSE: BMI) Q2 2026 sales $222.3M, EPS falls to $1.02

Rhea-AI Filing Summary

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.

Filing Explained

At June 30, 2026, cash was $95,733 thousand versus $226,016 thousand at year-end; six-month acquisition outflows totaled $94,375 thousand.

This Form 8-K reports the company’s second-quarter results for the period ended June 30, 2026, completing the quarter’s scheduled financial disclosure.

At that reporting date, the balance sheet shows cash and cash equivalents of $95,733 thousand, compared with $226,016 thousand at December 31, 2025, making the disclosed cash position the main structural change for the company.

The six-month cash-flow statement reports $60,604 thousand of operating cash generation versus $77,613 thousand in the prior-year period; cash used for acquisitions was $94,375 thousand and cash used to repurchase common stock was $63,467 thousand.

The release describes cash flow as solid and cites an undrawn $150 million credit facility, but the same filing’s cash balance and operating-cash-flow figures show that available liquidity includes both reduced cash on hand and stated credit capacity.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q2 2026 Net Sales: $222.3 million Q2 2026 Operating Earnings: $39.4 million Q2 2026 Diluted EPS: $1.02 +4 more

7 metrics

Q2 2026 Net Sales $222.3 million Three months ended June 30, 2026; 10% sequential increase, 7% below $238.1 million in 2025

Q2 2026 Operating Earnings $39.4 million Three months ended June 30, 2026; operating margin 17.7%

Q2 2026 Diluted EPS $1.02 Three months ended June 30, 2026; down from $1.17 in Q2 2025

Q2 2026 Gross Margin 40.8% Quarterly gross margin vs 41.1% in the prior-year quarter; within 39–42% normalized range

Net Earnings Q2 2026 $29.7 million Three months ended June 30, 2026; compared with $34.6 million in Q2 2025

Cash and Cash Equivalents $95.7 million Balance at June 30, 2026

Acquisition Cash Outflow 2026 $94.4 million Acquisitions, net of cash acquired, for the six months ended June 30, 2026

Key Terms

AMI projects, BlueEdge®, non-GAAP measures, undrawn credit facility, +1 more

5 terms

AMI projects technical

"reflecting the continued uneven ramp of AMI projects partially offset by higher sales"

BlueEdge® technical

"higher sales of software and other BlueEdge® beyond the meter solution offerings"

non-GAAP measures financial

"Adjusted metrics (Base) are non-GAAP measures excluding the results of UDlive"

Financial results that companies present using formulas or adjustments different from standard accounting rules (GAAP) to highlight what management considers the business’s ongoing performance. Investors care because these figures can make trends or profitability look clearer—like showing a car’s fuel efficiency after removing unusual trips—but they can also hide one‑time costs or aggressive assumptions, so comparing them with GAAP numbers helps judge reliability.

undrawn credit facility financial

"recently renewed our undrawn credit facility of $150 million, including its accordion"

operating leverage financial

"we delivered solid sequential operating leverage including the benefit of cost management actions"

Operating leverage measures how much a company's profits are affected by changes in sales volume. When a business has high operating leverage, small increases in sales can lead to much larger increases in profit, much like a lever amplifies force. It matters to investors because it indicates how sensitive a company's earnings are to fluctuations in sales, affecting risk and potential returns.

Earnings Snapshot

Net sales: $222.3 million · Guidance included

Three months ended June 30, 2026

Net sales $222.3 million 10% sequential increase; 7% lower year over year from $238.1 million

Operating earnings $39.4 million Down 12% year over year; operating margin 17.7% vs 18.8%

Diluted EPS $1.02 Down from $1.17 in Q2 2025, a 13% decline

Net earnings $29.7 million Declined from $34.6 million in Q2 2025

Guidance

Management anticipates an improvement in revenue run-rate in the second half of 2026 and expects full-year 2026 revenue excluding acquisitions to be approximately flat versus 2025, while maintaining cost management focus.

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FAQ

What were Badger Meter (BMI)'s net sales in Q2 2026?

Badger Meter reported Q2 2026 net sales of $222.3 million. Sales rose 10% sequentially from Q1 2026 but were 7% below the prior-year quarter’s $238.1 million, reflecting softer utility water revenue against a strong 2025 comparison.

How did Badger Meter (BMI)'s Q2 2026 EPS compare year over year?

Badger Meter’s diluted EPS was $1.02 in Q2 2026, down from $1.17 in Q2 2025. The 13% decline followed lower sales and slightly lower operating margin, partly offset by reduced selling, engineering and administration expenses.

What were Badger Meter (BMI)'s operating margins in Q2 2026?

In Q2 2026, Badger Meter generated an operating margin of 17.7%. Base operating margin, excluding UDlive, was 18.4%. Both were modestly lower year over year as lower sales and UDlive-related expenses more than offset cost controls.

How did Badger Meter (BMI)'s utility water and flow instrumentation businesses perform in Q2 2026?

In Q2 2026, utility water sales declined 8% year over year, including two months of UDlive. Excluding the acquisition, utility water sales rose sequentially but remained 9% lower year over year, while flow instrumentation sales increased 6% in water-related markets.

What revenue outlook did Badger Meter (BMI) provide for 2026?

Management expects full-year 2026 revenue excluding acquisitions to be roughly flat versus 2025. They anticipate a higher revenue run-rate in the second half of 2026 as awarded AMI projects proceed into deployment and continue emphasizing cost management.

What acquisition did Badger Meter (BMI) complete in 2026 and how did UDlive affect results?

Badger Meter completed the acquisition of UDlive Limited effective May 1, 2026. UDlive extends sewer line monitoring capabilities and global reach, contributing about $2.0 million of Q2 net sales and a reported operating loss of $1.2 million as integration progresses.

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

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

###

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99 EX-99.PRESSRELEASE 654.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.6 KB