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 reported softer first quarter 2026 results as projects shifted later in the year. Net sales were $202.3 million, down from $222.2 million, a 9% decline. Operating earnings fell to $35.2 million with a 17.4% operating margin, compared with $49.4 million and 22.2% a year earlier. Diluted EPS was $0.93, down from $1.30.
Utility water sales declined 10%, mainly from project timing and weaker short‑cycle municipal orders, while flow instrumentation sales decreased 4%. Gross margin remained strong at 41.7%, near the top of the company’s stated 39–42% range. Cash and cash equivalents were $205.5 million with no debt disclosed on the balance sheet.
The company entered a definitive agreement to acquire UDlive, a UK sewer-line monitoring software and hardware provider, expected to close at the end of April 2026. Management reaffirmed a back‑half weighted year and expects full‑year 2026 revenue, excluding acquisitions, to be relatively flat versus 2025, while emphasizing long‑term demand and its smart water market position.
Badger Meter reported softer first quarter 2026 results as projects shifted later in the year. Net sales were $202.3 million, down from $222.2 million, a 9% decline. Operating earnings fell to $35.2 million with a 17.4% operating margin, compared with $49.4 million and 22.2% a year earlier. Diluted EPS was $0.93, down from $1.30.
Utility water sales declined 10%, mainly from project timing and weaker short‑cycle municipal orders, while flow instrumentation sales decreased 4%. Gross margin remained strong at 41.7%, near the top of the company’s stated 39–42% range. Cash and cash equivalents were $205.5 million with no debt disclosed on the balance sheet.
The company entered a definitive agreement to acquire UDlive, a UK sewer-line monitoring software and hardware provider, expected to close at the end of April 2026. Management reaffirmed a back‑half weighted year and expects full‑year 2026 revenue, excluding acquisitions, to be relatively flat versus 2025, while emphasizing long‑term demand and its smart water market position.
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 routine board compensation. She was awarded 124.710 phantom stock units, each economically equivalent to one share of BMI common stock and credited at a price of $152.35 per unit.
The grant represents payment of her 2026 second-quarter director retainer of $19,000, which was deferred into Badger Meter's Director Deferred Compensation Plan. After this award, Liu holds a total of 3,441.427 phantom stock units, which will be paid in cash when her board service ends.
ADAMS TODD A. reported acquisition or exercise transactions in this Form 4 filing.
Badger Meter Inc. director Todd A. Adams received a grant of 124.710 Phantom Stock Units tied to BMI common stock. Each unit equals one share of common stock economically and is payable in cash when his board service ends. The units were credited as his 2026 second-quarter director retainer of $19,000, valued at $152.35 per share based on the 3/31/26 closing price. Following this award, Adams holds a total of 16,120.483 Phantom Stock Units.
Badger Meter Inc: The Vanguard Group filed Amendment No. 14 to its Schedule 13G/A reporting 0 shares beneficially owned of Common Stock, representing 0%. The amendment explains an internal realignment effective January 12, 2026 under SEC Release No. 34-39538 (January 12, 1998) that caused certain subsidiaries to report separately. The form is signed by Ashley Grim on 03/26/2026.
Badger Meter, Inc. is calling an annual shareholder meeting on April 24, 2026 to elect nine directors, hold an advisory vote on executive pay, and ratify Ernst & Young LLP as auditor for 2026. Holders of common stock as of February 27, 2026, when 29,181,598 shares were outstanding, may vote, with one vote per share. The Board recommends voting for all director nominees and for the compensation and auditor proposals. The proxy details Board structure, committee responsibilities, risk and cybersecurity oversight, and shareholder outreach covering nearly 35% of outstanding shares. It also highlights ESG progress, including emission and water-use reductions, and explains a pay-for-performance program using annual bonuses tied to adjusted EBITDA and free cash flow plus long-term equity awards linked to multi-year free cash flow conversion and ROIC.
Badger Meter Inc reported insider equity compensation activity for VP of Human Resources Sheryl Hopkins. On March 6, 2026, Hopkins had 46 shares of common stock disposed of at $148.85 per share to cover tax obligations. The same day, she received 369 shares of restricted stock as a grant under the 2021 Omnibus Incentive Plan, with the award vesting ratably over three years from the grant date. After these transactions, Hopkins directly holds 5,670 shares of common stock.
Badger Meter VP-Global Operations Richard Htwe reported routine equity compensation activity. He received 369 shares of common stock on March 6, 2026 as a restricted stock grant under the 2021 Omnibus Incentive Plan, with the award vesting ratably over three years from the grant date. On the same day, 41 shares were disposed of to cover tax liabilities, based on a price of $148.85 per share, which is a tax-withholding transaction rather than an open-market sale. After these transactions, Htwe directly holds 5,903 shares of Badger Meter common stock.
Stuyvenberg Matthew L reported acquisition or exercise transactions in this Form 4 filing.
Badger Meter Inc executive Matthew L. Stuyvenberg received a grant of 451 shares of restricted common stock on March 6, 2026 under the 2021 Omnibus Incentive Plan. The restricted stock vests ratably over three years from the grant date. Following this award, he directly holds 6,428 common shares.
Tarantino Christina M. reported acquisition or exercise transactions in this Form 4 filing.
Badger Meter Inc vice president and controller Christina M. Tarantino received a grant of 246 shares of common stock as restricted stock under the company’s 2021 Omnibus Incentive Plan. The award was granted on March 6, 2026 and will vest in equal installments over three years from the grant date. Following this compensation-related grant, Tarantino directly holds 931 shares of Badger Meter common stock.
Badger Meter Inc. executive William R. A. Bergum, VP–General Counsel and Secretary, reported routine equity compensation activity in company common stock. He received a grant of 369 shares on March 6, 2026 under the 2021 Omnibus Incentive Plan, which vest ratably over three years from the grant date. On the same date, 46 shares were disposed of to cover tax obligations, a non-market tax-withholding disposition. After these transactions, Bergum directly holds 15,236 common shares.