Form 11-K BADGER METER INC For: Dec 31
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E-mailUNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to_____
Commission file number 001-06706
A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below:
Badger Meter Employee Savings and Stock Ownership Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
4545 W. Brown Deer Road
Milwaukee, WI 53223
REQUIRED INFORMATION
The Badger Meter Employee Savings and Stock Ownership Plan (the Plan) is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). Attached hereto is a copy of the most recent financial statements and schedules of the Plan prepared in accordance with the financial reporting requirements of ERISA.
Badger Meter Employee Savings and Stock Ownership Plan
Financial Statements and Supplemental Schedules
December 31, 2025 and 2024
Table of Contents
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1 |
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Financial Statements |
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Statement of Net Assets Available for Benefits – as of December 31, 2025 and 2024 |
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2 |
Statement of Changes in Net Assets Available for Benefits for the Year Ended - December 31, 2025 |
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3 |
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4 |
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Supplemental Schedules |
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9 |
Schedule H, Item 4(a) - Schedule of Delinquent Participant Contributions |
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9 |
Schedule H, Item 4(i) – Schedule of Assets (Held at End of Year)
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10 |
Report of Independent Registered Public Accounting Firm
Plan Administrator and Plan Participants
Badger Meter Employee Savings and Stock Ownership Plan
Milwaukee, Wisconsin
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Badger Meter Employee Savings and Stock Ownership Plan (the “Plan”) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying Schedule H, Item 4(a) – Schedule of Delinquent Participant Contributions for the year ended December 31, 2025 and Schedule H, Item 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2025, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures include determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated in all material respects in relation to the financial statements as a whole.
/s/ Wipfli LLP
We have served as the Plan’s auditor since 2004.
Milwaukee, Wisconsin
June 22, 2026
1
Badger Meter Employee Savings and Stock Ownership Plan
Statement of Net Assets Available for Benefits
December 31, 2025 and 2024
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2025 |
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2024 |
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Assets: |
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Investments, at fair value |
$ |
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$ |
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Guaranteed investment contract |
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Company contributions receivable |
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Notes receivable from participants |
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Net assets available for benefits |
$ |
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$ |
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See accompanying notes to financial statements.
2
Badger Meter Employee Savings and Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2025
Additions: |
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Investment income: |
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Net appreciation in fair value of investments |
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$ |
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Interest |
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Dividends |
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Total investment income |
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Contributions: |
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Company |
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Roll overs |
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Participants |
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Total contributions |
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Interest income from participant receivables |
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Total Additions |
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Deductions: |
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Benefits paid to participants |
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Administrative expenses |
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Total deductions |
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Net increase |
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Net assets available for benefits: |
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Balance at beginning of year |
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Balance at end of year |
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$ |
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See accompanying notes to financial statements.
3
Badger Meter Employee Savings and Stock Ownership Plan
Notes to the Financial Statements
Note 1 Description of the Plan
General
The following description of the Badger Meter Employee Savings and Stock Ownership Plan (Plan) is for general information purposes only. Participants should refer to the summary plan description for a more complete description of the Plan. The Plan has three components: a 401(k) savings component, an unleveraged employee stock ownership plan (ESOP) component, and a defined contribution component.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Eligibility
Substantially all employees of Badger Meter, Inc. (the Company) in the United States are eligible to participate in the Plan.
Contribution
Participants may elect to contribute up to
Effective October 1, 2025, the Plan provides participants the opportunity to convert all or a portion of the pre-tax deposits from the vested portion of certain non-Roth accounts under the Plan into a Roth In-Plan Conversion Account. This transfer, called a Roth In-Plan Conversion, converts non-Roth amounts into Roth amounts.
The Company may make a discretionary matching contribution to the 401(k) savings component of the Plan. In order to be eligible to receive a Company match, a participant must be employed as of the last day of the plan year, retired within the year, or terminated employment during the plan year having attained age
Contributions of $
The Company may make additional discretionary contributions to the Plan. Other discretionary contributions, if any, are allocated at the discretion of the Plan Administrator.
Participant Accounts
Each participant’s account is credited with:
4
Badger Meter Employee Savings and Stock Ownership Plan
The Company’s discretionary contribution (excluding the matching contribution) is based upon eligible participant compensation. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
Vesting
Payment of Benefits
Upon retirement, death, disability, or termination of employment, the participant’s account is distributed in a single lump sum. Distributions are generally made within the year following termination of service at the participant’s request. At the participant’s option, distributions can be delayed for balances greater than $
Withdrawals
A participant’s contribution may not be withdrawn prior to retirement, death, disability, termination of employment or termination of the Plan, except for financial hardship, distributions after age or in the form of loans to the participant. The Plan defines financial hardship as expenses related to secondary education, unreimbursed medical expense, purchase of the participant’s principal residence or other financial need as allowed under the IRS regulations. All withdrawals are subject to approval by the Plan Administrator.
Forfeitures
For 2025 and 2024, respectively, Company contributions were reduced by $
Investment Options
The Plan provides for various investment options in mutual funds, Company common stock and a general investment account with an insurance company. Participants can direct up to
Notes Receivable from Participants
Participants may borrow from their fund accounts a minimum of $
Amounts loaned to a participant do not share in Plan earnings (see Participant Accounts above), but are credited with the interest earned on the loan balance.
Note 2 Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). Fully benefit-responsive investment contracts (FBRICs) are reported at contract value, which is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.
5
Badger Meter Employee Savings and Stock Ownership Plan
Investment Valuation and Income Recognition
With the exception of FBRIC's and collective investment trusts, the Plan’s investments are stated at fair value, as further defined in Note 3. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when incurred.
Use of Estimates in Preparation of Financial Statements
The preparation of the accompanying financial statements in conformity with GAAP requires the Plan Administrator to make estimates and assumptions that directly affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates and are subject to change in the near term.
Payment of Benefits
Benefits are recorded when paid.
Expenses
Expenses related to the administration of the Plan are not paid by the Company. Investment expenses are paid by the Plan and reimbursed by the Company, at its discretion. Loan fees are charged to the participant’s account requesting the loan. Investment related expenses of $
Risk and Uncertainties
The Plan’s investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in the value of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.
Subsequent Events
Subsequent events have been evaluated through the date the financial statements were available to be issued.
Note 3 Fair Value Measurements
Accounting Standards Codification 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels: Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets and have the highest priority. Level 2 inputs consist of inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for determining the fair value of assets or liabilities that reflect assumptions that market participants would use in pricing assets or liabilities.
Shares of mutual funds are valued at quoted market prices, which represent the net asset value of shares. Shares of the Company’s common stock are valued at quoted market prices. The Stock Fund is a unitized fund. The Stock
6
Badger Meter Employee Savings and Stock Ownership Plan
Fund consists of the Company’s common stock and short-term cash equivalents which provide liquidity for trading. The common stock is valued at the quoted market price from an active market and the short-term cash equivalents are valued at cost, which approximate fair value. The collective investment trust (CIT) is valued at the net asset value (NAV) as provided by the administrators of the fund. The NAV is used as the practical expedient to estimate fair value. The NAV is based on the value of the underlying assets of the fund, less liabilities, and then divided by the number of units outstanding.
The following summarizes the Plan’s investments, set forth by level within the fair value hierarchy, on a recurring basis as of December 31:
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Assets at Fair Value as of |
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December 31, 2025 |
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Fair Value |
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Level 1 |
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Level 2 |
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Level 3 |
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Mutual Funds |
$ |
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$ |
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$ |
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$ |
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Stock fund: common stock and money market |
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Total |
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$ |
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$ |
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$ |
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Collective Investment Trust |
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Total Investments |
$ |
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Assets at Fair Value as of |
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December 31, 2024 |
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Fair Value |
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Level 1 |
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Level 2 |
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Level 3 |
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Mutual Funds |
$ |
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$ |
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$ |
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$ |
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Stock fund: common stock and money market |
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Total |
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$ |
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$ |
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$ |
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Collective Investment Trust |
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Total Investments |
$ |
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Note 4 Guaranteed Investment Contract
The Plan maintains a blended stable value fund which includes the Empower Annuity Insurance Company Guaranteed Income Fund (Empower). The Plan elected in 2023 to end its contract with Empower, and transition to the Galliard Stable Return Fund C (Galliard Fund). The Empower fund will liquidate and pay out its fund balance in annual installments through 2028.
The Empower contract is an unallocated insurance contract, which is credited each January 1 and July 1 for interest earned. The average yields and interest rates earned for the full year and as of December 31, 2025 and 2024 were
Certain events limit the ability of the Plan to transact at contract value with the issuers. These events include, but are not limited to, the following: (1) amendments to the Plan documents, (2) bankruptcy of the Plan Administrator or other Plan Administrator events which cause a significant withdrawal from the Plan or (3) the failure of the Plan to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. The Plan believes that the occurrence of any event limiting the Plan’s ability to transact at contract value with members is not probable.
Note 5 Galliard Stable Return Fund C
The Galliard Fund is a collective trust fund sponsored by SEI Trust Company. The Galliard Fund is fully invested in the Galliard Stable Return Fund Core. The majority of the fund’s assets are invested in fixed income portfolios that are wrapped by stable value contracts. The Galliard Fund generally permits participant transactions daily. As of December 31, 2025 and 2024, there were
7
Badger Meter Employee Savings and Stock Ownership Plan
Note 6 Income Tax Status
The Plan has
Note 7 Related Party Transactions
The Plan holds the Company’s common stock. The Company is the employer and Plan Administrator. Transactions in the Company’s common stock are party-in-interest transactions. Charles Schwab is the trustee and recordkeeper as defined by the Plan and Captrust is the Plan's investment advisor; therefore, these transactions qualify as party-in-interest transactions. The Plan paid recordkeeping fees of $
The Plan earned dividends in 2025 of $
Certain Plan investments are units of mutual funds managed by the Plan’s Trustee. These investments, the Company’s common stock, and notes receivable from participants are party-in-interest transactions. The Plan Trustee charged $
At December 31, the Plan's investment in the Stock Fund, which consists of the Company's common stock and short-term cash equivalents, was as follows:
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2025 |
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Shares |
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Cost |
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Fair Value |
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Per Share |
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Company's common stock |
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$ |
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$ |
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$ |
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Cash equivalents |
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$ |
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Total |
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$ |
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2024 |
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Shares |
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Cost |
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Fair Value |
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Per Share |
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Company's common stock |
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$ |
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$ |
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$ |
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Cash equivalents |
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Total |
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$ |
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Note 8 Voting Rights
Each participant is entitled to exercise voting rights attributable to the shares allocated to his or her account. Unallocated shares, if applicable, are voted by the Plan Administrator on behalf of the collective best interest of Plan participants and beneficiaries.
Note 9 Prohibited Transactions
Under DOL Reg. 2510.3-102(b), the Plan is required to remit the employee contributions to the Plan at the earliest date such amounts can be reasonably segregated from the Plan's general assets, but no later than the fifteenth business day of the month following the date that participants contributions are withheld by the Plan. As reported on Schedule H, Item 4(a) - Schedule of Delinquent Participant Contributions, certain contributions for payrolls during the plan year ended December 31, 2025, totaling $
8
Supplemental Schedules
Schedule H Item 4(a)- Schedule of Delinquent Participant Contributions
EIN:
Year Ended December 31, 2025
Participant Contributions Transferred Late to Plan |
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Contributions Not Corrected |
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Contributions Corrected Outside VFCP |
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Contributions Pending Correction in VFCP |
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Total Fully Corrected Under FVCP and PTE |
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Check Here if Late Participant Loan Repayments are Included: |
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$ |
- |
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$ |
- |
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$ |
- |
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$ |
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9
Supplemental Schedules
Schedule H Item 4(i)- Schedule of Assets (Held at End of Year)
EIN:
Year Ended December 31, 2025
(a) |
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(b) Identity of issue, borrower, lessor, or similar party |
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(c) Description of investment including maturity date, rate of interest, collateral, par or maturity value |
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(d) Cost |
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(e) Current Value |
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* |
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** |
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$ |
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10
Supplemental Schedules
Schedule H Item 4(i)- Schedule of Assets (Held at End of Year) continued
EIN:
Year Ended December 31, 2025
(a) |
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(b) Identity of issue, borrower, lessor, or similar party |
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(c) Description of investment including maturity date, rate of interest, collateral, par or maturity value |
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(d) Cost |
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(e) Current Value |
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** |
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* |
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** |
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* |
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Participant Loans |
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$ |
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Total Assets (Held at End of Year) |
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*
**
See report of independent registered public accounting firm.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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Badger Meter Employee Savings and Stock Ownership Plan |
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Dated: June 22, 2026 |
By: |
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/s/ Sheryl L. Hopkins |
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Sheryl L. Hopkins |
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Plan Administration Committee Member |
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By: |
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/s/ Paula L. Schlax |
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Paula L. Schlax |
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Plan Administration Committee Member |
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By: |
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/s/ Daniel R. Weltzien |
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Daniel R. Weltzien |
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Plan Administration Committee Member |
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By: |
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/s/ Christina M. Tarantino |
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Christina M. Tarantino |
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Plan Administration Committee Member |
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By: |
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/s/ David A. Miller |
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David A. Miller |
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Plan Administration Committee Member |
12
EXHIBIT INDEX
EXHIBIT NO. |
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DESCRIPTION |
23 |
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Consent of Wipfli LLP, Independent Registered Public Accounting Firm |
13
ATTACHMENTS / EXHIBITS
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