0001350593FALSE00013505932026-10-122026-10-12
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 12, 2026
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter) | | | | | | | | |
| Delaware | 001-32892 | 20-3547095 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1200 Abernathy Road N.E.
Suite 1200
Atlanta, Georgia 30328
(Address of Principal Executive Offices)
(770) 206-4200
(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 communication 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, par value $0.01 per share | MWA | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Transition
On October 12, 2026, Mueller Water Products, Inc. (the “Company”) announced that Melissa Rasmussen will step down as the Company’s Senior Vice President and Chief Financial Officer, effective as of the first business day following the date on which the Company files its Annual Report on Form 10-K for the fiscal year ended September 30, 2026 (the “Transition Date”). Ms. Rasmussen’s transition and separation are not the result of any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies, or practices.
In connection with Ms. Rasmussen’s departure, the Company’s Board of Directors appointed Mike Morgan as Executive Vice President, Finance, effective October 28, 2026, with Mr. Morgan to assume the role of Executive Vice President and Chief Financial Officer, effective as of the Transition Date.
Mr. Morgan, age 56, has served as the Chief Financial Officer of IvyTree Holdings LLC (f/k/a Indicor, LLC), a privately held industrial solutions company, since April 2025. Prior to that, Mr. Morgan served in finance roles of increasing responsibility with Labcorp Holdings Inc. (NYSE: LH) from March 2015 to April 2025, including serving as Labcorp’s Senior Vice President, Enterprise Finance, and Chief Financial Officer of its Biopharma Lab Services business segment.
Outgoing Chief Financial Officer Arrangements
In connection with Ms. Rasmussen’s departure, the Company and Ms. Rasmussen entered into a Transition Agreement (the “Transition Agreement”), pursuant to which Ms. Rasmussen will serve as Senior Advisor to the Company from the Transition Date through December 31, 2026 (the “Transition Period”). Pursuant to the Transition Agreement, Ms. Rasmussen will continue to receive her current base salary through the end of the Transition Period.
The Transition Agreement further provides for the following payments and benefits, subject to Ms. Rasmussen’s execution and non-revocation of a release of claims: (i) an annual bonus for fiscal year 2026, determined based on the Company’s actual performance, (ii) a retention payment in the amount of $431,897, and (ii) the severance benefits payable to her upon a qualifying termination outside of a change in control in accordance with the terms and conditions of the Company’s Executive Severance Plan (the “Executive Severance Plan”), a copy of which is attached as Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed on November 19, 2025.
Additionally, Ms. Rasmussen’s equity awards will remain outstanding and eligible to vest during the Transition Period pursuant to the terms of the applicable incentive plans and award agreements.
Pursuant to the Transition Agreement, Ms. Rasmussen also reaffirmed her obligation to comply with the restrictive covenants set forth in the Executive Severance Plan and her equity award agreements.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Incoming Chief Financial Officer Arrangements
In connection with his appointment, the Company and Mr. Morgan entered into an offer letter (the “Offer Letter”), pursuant to which, effective as of October 28, 2026, Mr. Morgan will receive an annual base salary of $575,000 and will have a target annual bonus opportunity equal to 80% of his base salary. Beginning with fiscal year 2027, Mr. Morgan will have a target annual long-term incentive opportunity of $1,300,000. Mr. Morgan will also receive (a) an initial equity award with a grant date value of $500,000, to be granted on his start date and to vest in equal installments on the first and second anniversaries of his start date and (b) a one-time cash sign-on bonus of $700,000 payable on January 1, 2027. Mr. Morgan will also receive an annual commuter benefit of $100,000 and will be eligible for other benefits and perquisites on terms substantially similar to those that apply to other executive officers of the Company.
Additionally, Mr. Morgan will be eligible to participate in the Executive Severance Plan. Accordingly, if Mr. Morgan’s employment is terminated by the Company without Cause (as defined in the Executive Severance Plan), Mr. Morgan will be entitled to, among other benefits and subject to receipt of a customary release and other terms, a cash payment in the amount of 2.0 times his base salary, plus a prorated bonus for the year in which the termination occurs. If the termination without Cause occurs within two years of a change in control, Mr. Morgan will be entitled to, among other benefits and subject to receipt of a customary release and other terms, a cash payment in the amount of 2.0 times the sum of his (i) base salary and
(ii) Target Bonus (as defined in the Executive Severance Plan), plus a prorated bonus for the year in which the termination occurs, and all of his unvested restricted stock units, performance restricted stock units (at target) and stock options will vest.
There are no family relationships between Mr. Morgan and any Company director or executive officer, and no arrangements or understandings between Mr. Morgan and any other person pursuant to which he was selected as an officer. Since October 1, 2025, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Morgan had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 12, 2026, the Company issued a press release announcing the leadership transition described above. The press release, furnished as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. | | | | | |
10.1* | Transition Agreement, dated October 12, 2026, by and between Mueller Water Products, Inc. and Melissa Rasmussen |
10.2* | Offer Letter, dated October 2, 2026, by and between Mueller Water Products, Inc. and Mike Morgan |
99.1 | Press Release, dated October 12, 2026 |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL
|
| * Management contract or compensatory plan, contract or arrangement required to be filed pursuant to Item 601(b)(10)(iii) of Regulation S-K. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Mueller Water Products, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | | | | |
| Dated: October 13, 2026 | MUELLER WATER PRODUCTS, INC. |
| | | |
| | | |
| | By: | /s/ Chason A. Carroll | |
| | | Chason A. Carroll |
| | | Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary |
Exhibit 99.1
MUELLER WATER PRODUCTS APPOINTS MICHAEL MORGAN AS CHIEF FINANCIAL OFFICER
Proven Financial and Operating Leader to Help Advance Mueller’s Strategy and Next Phase of Growth
Melissa Rasmussen to Support a Smooth Transition Through Year-End
ATLANTA, October 12, 2026 -- Mueller Water Products, Inc. (NYSE: MWA), a leading manufacturer and marketer of products and solutions used in the transmission, distribution and measurement of water in North America, today announced a planned transition of its Chief Financial Officer with the appointment of Michael Morgan as Executive Vice President, Finance, effective October 28, 2026. Mr. Morgan will assume the role of Executive Vice President and Chief Financial Officer on or about November 19, 2026, following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2026 (the "Annual Report"). Melissa Rasmussen will continue to serve as Chief Financial Officer through the filing of the Annual Report and will remain with Mueller in an advisory role through December 31, 2026, to support a smooth transition.
Mr. Morgan is an accomplished financial and operating leader with more than 30 years of experience. He currently serves as Chief Financial Officer of Indicor, a diversified industrial company, where he is accountable for enterprise finance strategy, capital allocation and portfolio optimization. Prior to Indicor, Mr. Morgan spent a decade at Labcorp, where he served as Senior Vice President of Enterprise Finance and Chief Financial Officer of both the company’s Biopharma Laboratory Services and Diagnostics segments. In those roles, he led financial strategy, enterprise FP&A and acquisition integration. Earlier, Mr. Morgan held finance, operational and commercial leadership roles at The Timken Company, including as Vice President and Group Controller, as well as finance leadership and investor relations roles at PerkinElmer. Mr. Morgan earned a Master of Business Administration, with concentrations in Finance and Accounting, from the University of Notre Dame and a Bachelor of Arts in Economics and Political Science from Miami University.
“Mike is a proven industrial finance leader with an extensive track record working with management teams and boards to improve performance and drive profitable growth,” said Paul McAndrew, President and Chief Executive Officer of Mueller Water Products. “His operational background and experience in financial strategy will strengthen how we plan, forecast and execute across the business. Mike will be an important partner in advancing the Mueller Operating System and translating operational improvements into sustained value for customers, employees and shareholders.”
“I am excited to join Mueller, a company whose products play an essential part in delivering safe, reliable water to communities across North America,” said Mr. Morgan. “I look forward to partnering with Paul and the leadership team to strengthen execution, support disciplined
investment in the business and advance Mueller’s strategy for profitable growth and long-term value creation.”
Mr. McAndrew continued, “On behalf of the Board and the entire Mueller team, I want to thank Melissa for her contributions and commitment to Mueller. She has played an important role in strengthening our finance organization and supporting Mueller’s priorities, and we appreciate her commitment to supporting an orderly transition. We wish her continued success.”
Ms. Rasmussen’s transition and separation are not the result of any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies, or practices.
Forward-Looking Statements
This press release contains certain statements that may be deemed “forward-looking statements” within the meaning of the federal securities laws. These include statements regarding the Company’s strategy, execution, operational improvements, growth and long-term value creation. Forward-looking statements are based on certain assumptions and assessments made by the Company in light of the Company’s experience and perception of historical trends, current conditions, and expected future developments. Actual results and the timing of events may differ materially from those contemplated by the forward-looking statements due to a number of factors. These factors include the Company’s ability to complete an orderly leadership transition; the Company’s ability to attract and retain key personnel; the Company’s ability to execute its strategy, including the Mueller Operating System and related operational improvements, and the other factors described in the section entitled “RISK FACTORS” in Item 1A of the Company’s most recent Annual Report on Form 10-K and in later filings on Form 10-Q, as applicable. Forward-looking statements do not guarantee future performance and are only as of the date they are made. The Company undertakes no duty to update its forward-looking statements except as required by law.
About Mueller Water Products, Inc.
Mueller Water Products, Inc. is a leading manufacturer and marketer of products and solutions used in the transmission, distribution and measurement of water in North America. Our broad portfolio includes engineered valves, fire hydrants, pipe connection and repair products, metering products, leak detection, pipe condition assessment, pressure management products, and software that provides critical water system data. We help municipalities increase operational efficiencies, improve customer service and prioritize capital spending, demonstrating why Mueller Water Products is Where Intelligence Meets Infrastructure®. Visit us at www.muellerwaterproducts.com.
Mueller refers to one or more of Mueller Water Products, Inc. (MWP), a Delaware corporation, and its subsidiaries. MWP and each of its subsidiaries are legally separate and independent entities when providing products and services. MWP does not provide products or services to third parties. MWP and each of its subsidiaries are liable only for their own acts and omissions and not those of each other.
Investor Relations Contact: Whit Kincaid
770-206-4116
wkincaid@muellerwp.com
Media Contact: Jenny Barabas
470-806-5771
jbarabas@muellerwp.com