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 Inc. director Xia Liu reported an automatic award of phantom stock units tied to her board compensation. On 01/01/2026, she accrued 108.94 phantom stock units under the Badger Meter, Inc. Director Deferred Compensation Plan as payment for her 2026 first-quarter retainer of $19,000 for non-employee directors. The units were valued using the Company’s 12/31/25 common stock closing price of $174.41 per share, as required by the plan.
Each phantom stock unit is the economic equivalent of one share of Badger Meter common stock and will be paid out in cash when Ms. Liu’s service as a director ends. Following this transaction, she beneficially owns 3,316.717 derivative securities in the form of phantom stock units held directly.
Badger Meter, Inc. announced several leadership changes and updated executive employment protections. Effective January 1, 2026, Robert A. Wrocklage will move from Senior Vice President – Chief Financial Officer to Executive Vice President – North America Municipal Utility, with a base salary of $550,000, a 2026 target bonus of 80% of salary and a long-term incentive target of $800,000. Daniel R. Weltzien will become Vice President – Chief Financial Officer and Treasurer with a $390,000 base salary, 65% target bonus and a $450,000 long-term incentive target. Kimberly K. Stoll and Christina M. Tarantino will also assume new roles with increased base salaries and incentive opportunities.
The company entered into amended and restated Key Executive Employment Agreements with its executive officers, including Chairman, President and CEO Kenneth C. Bockhorst. Following a change-in-control, a qualifying termination would trigger severance equal to three times annual cash compensation for the CEO and two times for other executive officers, plus continued benefits, additional retirement credits, outplacement services up to 15% of base salary and up to $5,000 in advisor costs. Executives receiving these benefits are subject to one-year non-compete, non-disparagement and confidentiality obligations.
Badger Meter, Inc. reported higher third‑quarter results. Net sales were $235.651M (up 13.1% year over year) and diluted EPS was $1.19. Gross margin reached 40.7%, and operating earnings were $46.084M (19.6% of sales). Utility water sales rose to $209.2M, driven by ultrasonic meters, water quality solutions, BEACON SaaS, and SmartCover.
For the first nine months, net sales were $695.957M (up 12.0%) and diluted EPS was $3.65. Gross margin improved to 41.5% and operating earnings were $140.372M (20.2% of sales). Cash from operations was $128.897M; cash and equivalents ended at $201.693M after deploying $184.0M for the SmartCover acquisition. Contract liabilities were $94.710M, reflecting future SaaS and service obligations. As of October 13, 2025, shares outstanding were 29,469,785.
Badger Meter, Inc. (BMI) filed an 8-K announcing its third-quarter 2025 results press release. The company stated it issued a press release covering financial results for the quarter ended September 30, 2025.
The press release is furnished as Exhibit 99.1. Badger Meter’s common stock trades on the New York Stock Exchange under the symbol BMI.
Badger Meter, Inc. director Xia Liu reported receipt of phantom stock units tied to the company's common stock on 10/01/2025. The filing shows two entries: an accrual of 89.62 phantom stock units valued at $178.54 per unit, recorded as payment for the Q4 2025 non-employee director retainer of $16,000, and an additional 18.215 phantom stock units credited as dividend equivalents on previously granted units. Following these transactions Ms. Liu beneficially owns a total of 3,207.777 phantom stock units, each economically equivalent to one share of common stock and payable in cash upon termination of her service as a director. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Liu on 10/01/2025.
Todd A. Adams, a director of Badger Meter Inc. (BMI), received phantom stock units under the company’s director deferred compensation plan on 10/01/2025. The filing reports two entries of phantom stock activity: an accrual of units tied to his $16,000 Q4 2025 non-employee director retainer computed at the $178.54 closing price on 9/30/2025, and additional units from routine dividend-equivalent payments. Each phantom stock unit is the economic equivalent of one share of common stock and becomes payable in cash upon the reporting person’s termination of service as a director. Following the reported transactions the filing shows positions of 15,784.387 and 15,886.833 phantom stock units, held directly.
Badger Meter (BMI) Q2 2025 10-Q snapshot: Net sales rose 9.9% YoY to $238.1 million as utility-water demand, BEACON SaaS growth and the newly acquired SmartCover business ($10.6 million revenue) offset flat flow-instrumentation sales. Gross margin widened 170 bp to 41.1%, lifting operating earnings 8.1% to $44.9 million, though higher SmartCover amortisation and head-count drove SEA up 21%, trimming operating margin 40 bp to 18.8%.
Net earnings increased 4.6% to $34.6 million, or $1.17 diluted EPS. For the six-month period, revenue grew 11.5% to $460.3 million and EPS advanced 17% to $2.47 with gross margin at 42.0%.
Balance-sheet & cash-flow highlights: January’s $184 million cash purchase of SmartCover doubled goodwill to $235.7 million and reduced cash to $165.2 million (vs $295.3 million YE-24). Operating cash flow improved 34% YoY to $77.6 million, but free cash outflow followed acquisition spending and $20.0 million dividends. Shareholders’ equity climbed to $677.6 million; no long-term debt disclosed. Contract liabilities rose to $91.9 million, underpinning multi-year recurring SaaS revenue.
Key metrics:
- Utility-water sales: $212.2 m (+11.4%)
- Flow instrumentation sales: $25.9 m (-1.0%)
- Effective tax rate: 24.5%
- Dividend raised to $0.34/share
Management flags tariff/input-cost pressure but expects favorable mix (SaaS, ultrasonic meters) and SmartCover synergies to support margins.