UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-06706

BADGER METER, INC.

(Exact name of registrant as specified in its charter)

Wisconsin		39-0143280
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification No.)
4545 W. Brown Deer RoadMilwaukee, Wisconsin		~~53233~~53223
(Address of principal executive offices)		(Zip code)


	(414) 355-0400
	(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.


Large accelerated filer	☒	Smaller reporting company	☐
Accelerated filer	☐	Emerging growth company	☐
Non‑accelerated filer	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October~~April 108, ~~2024~~2025 there were 29,~~410~~453,~~656~~307 shares of Common stock outstanding with a par value of $1 per share.

Table of Contents

BADGER METER, INC.

Quarterly Report on Form 10-Q for the Period Ended ~~September~~March 3031, ~~2024~~2025

Index

		Page No.
Part I. Financial Information:
Item 1	Financial Statements (unaudited):	4
	Consolidated Condensed Balance Sheets - September 30, 2024 and December 31, 2023	4
	Consolidated Condensed Balance Sheets - March 31, 2025 and December 31, 2024	4
	Consolidated Condensed Statements of Operations - Three and Nine Months Ended September 30, 2024 and 2023	5
	Consolidated Condensed Statements of Operations - Three Months Ended March 31, 2025 and 2024	5
	Consolidated Condensed Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2024 and 2023	6
	Consolidated Condensed Statements of Comprehensive Income - Three Months Ended March 31, 2025 and 2024	6
	Consolidated Condensed Statements of Cash Flows - Nine Months Ended September 30, 2024 and 2023	7
	Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 2025 and 2024	7
	Consolidated Condensed Statements of Shareholders’ Equity – Three and Nine Months Ended September 30, 2024 and 2023	8
	Consolidated Condensed Statements of Shareholders’ Equity – Three Months Ended March 31, 2025 and 2024	8
	Notes to Unaudited Consolidated Condensed Financial Statements	9
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	1514
Item 3	Quantitative and Qualitative Disclosures about Market Risk	2019
Item 4	Controls and Procedures	2019
Part II. Other Information:
Item 1A	Risk Factors	2120
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2120
Item 5	Other Information	2120
Item 6	Exhibits	2120
Signatures		2221

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Special Note Regarding Forward Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, as well as other information provided from time to time by Badger Meter, Inc. (the “Company” or "Badger Meter") 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 words “anticipate,” “believe,” “estimate,” “expect,” “think,” “should,” “could” and “objective” or similar expressions are intended to identify forward looking statements. All such forward looking statements are based on the Company's then current views and assumptions and involve risks and uncertainties. See Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 for further information regarding risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.

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Part I – Financial Information

Item 1 Financial Statements

BADGER METER, INC.

Consolidated Condensed Balance Sheets

	September 30,			December 31,
	March 31,			December 31,
	(Unaudited)
	(In thousands)
	2024			2023
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	~~258~~131,~~955~~358		$	~~191~~295,~~782~~305
Receivables		93,427			83,507
Receivables, net of allowance for doubtful accounts		111,855			84,325
Inventories:
Finished goods		3523,~~725~~145			3424,~~764~~022
Work in process		3938,~~011~~287			4136,~~261~~705
Raw materials		8387,~~781~~973			7782,~~649~~681
Total inventories		~~158~~149,~~517~~405			~~153~~143,~~674~~408
Prepaid expenses and other current assets		18,~~397~~959			1317,~~214~~078
Total current assets		~~529~~411,~~296~~577			~~442~~540,~~177~~116
Property, plant and equipment, at cost		~~231~~238,~~777~~032			~~225~~233,~~988~~203
Less accumulated depreciation		(~~158~~162,~~498~~345	)		(~~152~~158,~~110~~943	)
Net property, plant and equipment		7375,~~279~~687			7374,~~878~~260
Intangible assets, at cost less accumulated amortization		48131,~~957~~091			5345,~~737~~066
Other assets		1317,~~543~~123			1112,~~249~~676
Deferred income taxes		2232,~~785~~580			2232,~~715~~525
Goodwill		~~115~~231,~~001~~538			~~113~~111,~~163~~770
Total assets	$	~~802~~899,~~861~~596		$	~~716~~816,~~919~~413
Liabilities and shareholders’ equity
Current liabilities:
Payables	$	7773,~~381~~789		$	8155,~~807~~659
Accrued compensation and employee benefits		2917,~~756~~298			2934,~~871~~912
Warranty and after-sale costs		15,660			11,102
Warranty and after-sale costs, current		6,638			7,283
Other current liabilities		643,~~366~~292			920,~~168~~351
Total current liabilities		~~129~~141,~~163~~017			~~131~~118,~~948~~205
Long-term deferred revenue		6065,~~879~~445			4964,~~763~~153
Deferred income taxes		524,~~108~~287			53,~~061~~652
Accrued non-pension postretirement benefits		3,~~808~~289			3,~~614~~033
Other accrued employee benefits		6,~~704~~226			56,~~293~~927
Other long-term liabilities		6,014			4,758
Warranty and after-sale costs, long-term		10,690			9,410
Other long-term liabilities		6,956			4,801
Commitments and contingencies (Note 5)
Shareholders’ equity:
Common stock, $1 par, authorized 80,000,000, issued 37,221,098 at September 30, 2024 and December 31, 2023		37,221			37,221
Common stock, $1 par, authorized 80,000,000, issued 37,221,098 shares in 2025 and 2024		37,221			37,221
Capital in excess of par value		6467,~~234~~516			5965,~~185~~819
Reinvested earnings		~~527~~576,~~080~~196			~~458~~547,~~719~~796
Accumulated other comprehensive loss		(~~650~~2,748	)		(17,~~646~~906	)
Less: Treasury stock, at cost, 7,810,442 shares at September 30, 2024 and 7,873,781 shares at December 31, 2023		(36,700	)		(36,997	)
Less: Treasury stock, at cost, 7,767,791 shares in 2025 and 7,810,158 in 2024		(36,499	)		(36,698	)
Total shareholders’ equity		~~591~~641,~~185~~686			~~516~~606,~~482~~232
Total liabilities and shareholders’ equity	$	~~802~~899,~~861~~596		$	~~716~~816,~~919~~413

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Operations

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(Unaudited)

~~(Unaudited)~~

(In thousands except share and per share amounts)

2024

2023

2024

2023

2025

2024

Net sales

~~208~~222,~~438~~211

~~186~~196,~~193~~280

~~621,376~~

~~521,152~~

Cost of sales

~~124~~126,~~560~~774

~~113~~119,~~470~~102

~~374,952~~

~~316,179~~

Gross margin

8395,~~878~~437

7277,~~723~~178

~~246,424~~

~~204,973~~

Selling, engineering and administration

4346,~~255~~012

4140,~~301~~600

~~127,711~~

~~119,003~~

Operating earnings

4049,~~623~~425

3136,~~422~~578

~~118,713~~

~~85,970~~

Interest income, net

(21,~~301~~334

)

(1,~~200~~526

)

~~(5,689~~

)

~~(2,649~~

)

Other pension and postretirement costs

13(28

)

3212

Earnings before income taxes

4250,~~911~~787

3238,~~590~~092

~~124,365~~

~~88,522~~

Provision for income taxes

1012,~~873~~389

68,~~621~~961

~~30,140~~

~~20,645~~

Net earnings

3238,~~038~~398

2529,~~969~~131

~~94,225~~

~~67,877~~

Earnings per share:

Basic

1.0931

0.8999

~~3.21~~

~~2.32~~

Diluted

1.0830

0.8899

~~3.19~~

~~2.30~~

Dividends declared per common share

0.34

0.27

~~0.88~~

~~0.72~~

Shares used in computation of earnings per share:

Basic

29,~~369~~378,~~923~~491

29,~~294~~320,~~886~~483

~~29,351,688~~

~~29,275,445~~

Impact of dilutive securities

~~178~~186,~~005~~306

~~178~~174,~~488~~005

~~173,305~~

~~173,030~~

Diluted

29,~~547~~564,~~928~~797

29,~~473~~494,~~374~~488

~~29,524,993~~

~~29,448,475~~

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Comprehensive Income

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	(Unaudited)						~~(Unaudited)~~
	(In thousands)
	2024			2023			2024			2023
	2025			2024
Net earnings	$	3238,~~038~~398		$	2529,~~969~~131		$	~~94,225~~		$	~~67,877~~
Other comprehensive income (loss):
Other comprehensive loss:
Foreign currency translation adjustments		45,~~726~~207			(3,~~158~~590	)		~~1,092~~			~~(1,313~~	)
Pension and postretirement benefits, net of tax		(3349	)		(3832	)		~~(96~~	)		~~(103~~	)
Comprehensive income	$	3643,~~731~~556		$	2225,~~773~~509		$	~~95,221~~		$	~~66,461~~

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Cash Flows

	Nine Months Ended September 30,
	Three Months Ended March 31,
	(Unaudited)(In thousands)
	2024			2023
	2025			2024
Operating activities:
Net earnings	$	9438,~~225~~398		$	6729,~~877~~131
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation		82,~~330~~804			82,~~100~~892
Amortization		155,~~787~~478			125,~~820~~118
Deferred income taxes		-			(401	)
Noncurrent employee benefits		37			1
Noncurrent employee benefits		(12	)		(274	)
Stock-based compensation expense		1,828			1,271
Stock-based compensation expense		4,595			3,963
Changes in:
Receivables		(920,~~814~~497	)		(119,~~855~~164	)
Inventories		(~~3,367~~120	)		(276,~~628~~405	)
Payables		(516,~~242~~294	)		127,~~282~~960
Prepaid expenses and other assets		(74,~~772~~107	)		(78,~~279~~065	)
Other liabilities		6(7,~~237~~088	)		14(1,~~567~~279	)
Total adjustments		8(5,~~742~~371	)		4(7,~~295~~671	)
Net cash provided by operations		~~102~~33,~~967~~027			7221,~~172~~460
Investing activities:
Property, plant and equipment expenditures		(82,~~149~~966	)		(92,~~949~~676	)
Acquisitions, net of cash acquired		(3184,~~000~~937	)		(173,~~127~~000	)
Net cash used for investing activities		(11187,~~149~~903	)		(275,~~076~~676	)
Financing activities:
Dividends paid		(2510,~~862~~017	)		(217,~~134~~942	)
Proceeds from exercise of stock options		~~751~~68			~~967~~230
Net cash used for financing activities		(259,~~111~~949	)		(207,~~167~~712	)
Effect of foreign exchange rates on cash		~~466~~878			(71544	)
Increase in cash and cash equivalents		67,173			24,858
(Decrease) increase in cash and cash equivalents		(163,947	)		7,528
Cash and cash equivalents – beginning of period		~~191~~295,~~782~~305			~~138~~191,~~052~~782
Cash and cash equivalents – end of period	$	~~258~~131,~~955~~358		$	~~162~~199,~~910~~310

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Consolidated Condensed Statements of Shareholders’ Equity

	Quarter and year-to-date ended September 30,
	Quarter ended March 31,
	CommonStock at $1par value*		Capital inexcess ofpar value			Reinvestedearnings			Accumulatedothercomprehensiveincome(loss)			Treasurystock (at cost)			Total
	(Unaudited)
	(In thousands except share and per share amounts)
Balance, June 30, 2023	$	37,221	$	55,833		$	423,877		$	(4,203	)	$	(37,136	)	$	475,592
Net earnings		-		-			25,969			-			-			25,969
Pension and postretirement benefits (net of $(5) tax effect)		-		-			-			(38	)		-			(38	)
Foreign currency translation		-		-			-			(3,158	)		-			(3,158	)
Cash dividends of $0.27 per share		-		-			(7,924	)		-			-			(7,924	)
Stock options exercised		-		774			-			-			135			909
Stock-based compensation		-		1,356			-			-			-			1,356
Issuance of treasury stock (<1 shares)		-		(1	)		-			-			1			-
Balance, September 30, 2023	$	37,221	$	57,962		$	441,922		$	(7,399	)	$	(37,000	)	$	492,706
Balance, December 31, 2022	$	37,221	$	53,282		$	395,155		$	(5,983	)	$	(37,253	)	$	442,422
Net earnings		-		-			67,877			-			-			67,877
Pension and postretirement benefits (net of $(26) tax effect)		-		-			-			(103	)		-			(103	)
Foreign currency translation		-		-			-			(1,313	)		-			(1,313	)
Cash dividends of $0.72 per share		-		-			(21,110	)		-			-			(21,110	)
Stock options exercised		-		824			-			-			143			967
Stock-based compensation		-		3,963			-			-			-			3,963
Issuance of treasury stock (24 shares)		-		(107	)		-			-			110			3
Balance, September 30, 2023	$	37,221	$	57,962		$	441,922		$	(7,399	)	$	(37,000	)	$	492,706
Balance, June 30, 2024	$	37,221	$	62,915		$	505,040		$	(5,343	)	$	(36,695	)	$	563,138
Net earnings		-		-			32,038			-			-			32,038
Pension and postretirement benefits (net of $9 tax effect)		-		-			-			(33	)		-			(33	)
Foreign currency translation		-		-			-			4,726			-			4,726
Cash dividends of $0.34 per share		-		-			(9,998	)		-			-			(9,998	)
Stock-based compensation		-		1,314			-			-			-			1,314
Issuance of treasury stock (1 share)		-		5			-			-			(5	)		-
Balance, September 30, 2024	$	37,221	$	64,234		$	527,080		$	(650	)	$	(36,700	)	$	591,185
Balance, December 31, 2023	$	37,221	$	59,185		$	458,719		$	(1,646	)	$	(36,997	)	$	516,482
Net earnings		-		-			9429,~~225~~131			-			-			9429,~~225~~131
Pension and postretirement benefits (net of $31 tax effect)		-		-			-			(96	)		-			(96	)
Pension and postretirement benefits (net of $10 tax effect)		-		-			-			(32	)		-			(32	)
Foreign currency translation		-		-			-			1(3,~~092~~590	)		-			1(3,~~092~~590	)
Cash dividends of $0.88 per share		-		-			(25,864	)		-			-			(25,864	)
Cash dividends of $0.27 per share		-		-			(7,925	)		-			-			(7,925	)
Stock options exercised		-		~~646~~196			-			-			~~105~~34			~~751~~230
Stock-based compensation		-		41,~~595~~271			-			-			-			41,~~595~~271
Issuance of treasury stock (24 shares)		-		(192	)		-			-			192			-
Issuance of treasury stock (46 shares)		-		(184	)		-			-			184			-
Balance, September 30, 2024	$	37,221	$	64,234		$	527,080		$	(650	)	$	(36,700	)	$	591,185
Balance, March 31, 2024	$	37,221	$	60,468		$	479,925		$	(5,268	)	$	(36,779	)	$	535,567
Balance, December 31, 2024	$	37,221	$	65,819		$	547,796		$	(7,906	)	$	(36,698	)	$	606,232
Net earnings		-		-			38,398			-			-			38,398
Pension and postretirement benefits (net of $16 tax effect)		-		-			-			(49	)		-			(49	)
Foreign currency translation		-		-			-			5,207			-			5,207
Cash dividends of $0.34 per share		-		-			(9,998	)		-			-			(9,998	)
Stock options exercised		-		57			-			-			11			68
Stock-based compensation		-		1,828			-			-			-			1,828
Issuance of treasury stock (40 shares)		-		(188	)		-			-			188			-
Balance, March 31, 2025	$	37,221	$	67,516		$	576,196		$	(2,748	)	$	(36,499	)	$	641,686

* Each common share of stock equals $1 par value; therefore, the number of common shares is the same as the dollar value.

See accompanying notes to unaudited consolidated condensed financial statements.

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BADGER METER, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

Note 1 Basis of Presentation

In the opinion of management, the accompanying unaudited consolidated condensed financial statements of Badger Meter contain all adjustments (consisting only of normal recurring accruals, except as otherwise discussed) necessary to present fairly the Company's consolidated condensed financial position at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, results of operations, comprehensive income, cash flows and statements of shareholders’ equity for the three ~~and nine~~-month periods ended ~~September~~March 3031, ~~2024~~2025 and ~~2023, and cash flows for the nine-month period ended September 30,~~ 2024 ~~and 2023~~. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which requires enhanced disclosures on segment expenses, interim segment disclosures, and requirements for entities operating under a single segment. The guidance is effective on a retrospective basis for fiscal years beginning after December 15, 2023 and interim periods beginning after January 1, 2025, early adoption is permitted. The Company is currently assessing the impact of this proposed change on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires additional disclosure associated with the effective tax rate reconciliation and payment of income taxes. The guidance is effective for fiscal years beginning after December 15, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently assessing the impact of this proposed change on its consolidated financial statements.

Note 2 Additional Financial Information Disclosures

The consolidated condensed balance sheet at December 31, ~~2023~~2024 was derived from amounts included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. Refer to the notes to consolidated financial statements included in that report for a description of the Company's accounting policies and for additional details of the Company's financial condition. The details in those notes have not changed except as discussed below and as a result of normal adjustments in the interim.

Cash Equivalents

The Company considers all highly liquid investments with original maturities of ninety days or less to be cash equivalents.

Warranty and After-Sale Costs

The Company estimates and records provisions for warranties and other after-sale costs in the period in which the sale is recorded, based on a lag factor and historical warranty claim experience. After-sale costs represent a variety of activities outside of the written warranty policy, such as investigation of unanticipated problems after the customer has installed the product, or analysis of water quality issues. Changes in the Company's warranty and after-sale costs reserve are as follows:

Three months ended

~~Nine months ended~~

September 30,

March 31,

(In thousands)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Balance at beginning of period

1316,~~849~~693

11,~~045~~102

~~11,102~~

~~9,606~~

Net additions charged to earnings

32,~~310~~380

3,~~476~~239

~~9,908~~

~~8,355~~

Costs incurred

(1,~~499~~745

)

(31,~~701~~916

)

~~(5,350~~

)

~~(7,141~~

)

Balance at end of period

1517,~~660~~328

1012,~~820~~425

~~15,660~~

~~10,820~~

Note 3 Accumulated Other Comprehensive Loss

Components of and changes in accumulated other comprehensive loss at March 31, 2025 are as follows:


(In thousands)	Unrecognized pension and postretirement benefits			Foreign currency			Total
Balance at beginning of period	$	1,146		$	(9,052	)	$	(7,906	)
Other comprehensive income before reclassifications		-			5,207			5,207
Amounts reclassified from accumulated other comprehensive loss, net of tax of $16		(49	)		-			(49	)
Net current period other comprehensive loss, net of tax		(49	)		5,207			5,158
Accumulated other comprehensive income (loss)	$	1,097		$	(3,845	)	$	(2,748	)

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~~Note~~Components ~~3 Accumulated~~of ~~Other~~and ~~Comprehensive~~changes ~~Loss~~in accumulated other comprehensive loss at March 31, 2024 are as follows:

Components of and changes in accumulated other comprehensive loss at September 30, 2024 are as follows:


(In thousands)	Unrecognized pension and postretirement benefits			Foreign currency			Total
Balance at beginning of period	$	920		$	(2,566	)	$	(1,646	)
Other comprehensive loss before reclassifications		-			(3,590	)		(3,590	)
Amounts reclassified from accumulated other comprehensive loss, net of tax of $10		(32	)		-			(32	)
Net current period other comprehensive loss, net of tax		(32	)		(3,590	)		(3,622	)
Accumulated other comprehensive income (loss)	$	888		$	(6,156	)	$	(5,268	)

(In thousands)	Unrecognizedpension andpostretirement benefits			Foreign currency			Total
Balance at beginning of period	$	920		$	(2,566	)	$	(1,646	)
Other comprehensive income before reclassifications		-			1,092			1,092
Amounts reclassified from accumulated other comprehensive loss, net of tax of $31		(96	)		-			(96	)
Net current period other comprehensive loss, net of tax		(96	)		1,092			996
Accumulated other comprehensive loss	$	824		$	(1,474	)	$	(650	)

Details of reclassifications out of accumulated other comprehensive income (loss) during the three months ended March 31, 2025 and 2024 are immaterial.

Components of and changes in accumulated other comprehensive loss at September 30, 2023 are as follows:

(In thousands)	Unrecognizedpension andpostretirement benefits			Foreign currency			Total
Balance at beginning of period	$	994		$	(6,977	)	$	(5,983	)
Other comprehensive loss before reclassifications		-			(1,313	)		(1,313	)
Amounts reclassified from accumulated other comprehensive loss, net of tax of ($26)		(103	)		-			(103	)
Net current period other comprehensive loss, net of tax		(103	)		(1,313	)		(1,416	)
Accumulated other comprehensive loss	$	891		$	(8,290	)	$	(7,399	)

Details of reclassifications out of accumulated other comprehensive income during the nine months ended September 30, 2024 and 2023 are immaterial.

Note 4 Acquisitions

Acquisitions are accounted for under the purchase method, and accordingly, the results of operations were included in the Company's financial statements from the date of acquisition. ~~The acquisitions did not have a material impact on the Company's consolidated financial statements or the notes thereto.~~

Effective January 130, ~~2024~~2025, the Company acquired ~~select~~100% ~~remote water monitoring hardware and software, inclusive~~ of the ~~Telog®~~outstanding ~~product~~stock ~~line~~of ~~and~~Hadronex, ~~Unity~~Inc, ~~Remote~~a ~~Monitoring~~Delaware ~~software~~Corporation as d/b/a ~~service~~SmartCover® ~~(the~~Systems ("~~Telog/Unity Assets~~SmartCover"), headquartered in Escondido, California. ~~The~~SmartCover ~~total~~is ~~purchase~~a ~~consideration~~provider ~~for~~of ~~the~~sewer ~~Telog/Unity~~line ~~Assets~~and ~~was~~lift ~~$3.0~~station ~~million~~monitoring ~~in cash~~solutions.

The total purchase consideration for SmartCover, net of cash acquired, was $184.9 million. The Company's allocation of the purchase price at March 31, 2025 included $6.7 million of receivables, $4.8 million of inventories, $4.8 million of other assets, $88.3 million of intangible assets and $117.4 million of goodwill that is not deductible for tax purposes. The intangible assets acquired are primarily developed technology, customer relationships and trademarks with estimated average useful lives of 12 to 20 years. The Company also assumed $1.7 million of payables, $20.3 million of net deferred income tax liabilities, $11.9 million of deferred revenue and $3.2 million of other liabilities as part of the acquisition. The preliminary allocation of the purchase price to the assets acquired was based upon the estimated fair values at the date of acquisition. As of ~~September~~March 3031, ~~2024~~2025, the Company ~~has~~had not completed its analysis for estimating the fair value of the assets acquired. Revenue associated with SmartCover for the two months ended March 31, 2025 was $6.2 million. SmartCover is reported within the utility water product line and the Company will continue to operate under a single segment.

Effective January 1, ~~2023~~2024, the Company acquired ~~100%~~select remote water monitoring hardware and software, inclusive of the ~~outstanding~~Telog® ~~stock~~product ofline ~~Syrinix~~and ~~Ltd.~~Unity Remote Monitoring software as a service (the "~~Syrinix~~Telog/Unity Assets"),. The ~~headquartered~~total purchase consideration for the Telog/Unity Assets was $3.0 million in cash. The allocation of purchase price to the ~~United~~assets ~~Kingdom,~~acquired awas ~~provider~~based upon the estimated fair values at the date of ~~high-frequency~~acquisition. ~~pressure~~As ~~monitoring~~of ~~and~~December ~~leak~~31, ~~detection~~2024, ~~solutions~~the Company had completed its analysis for estimating the fair value of the assets acquired.

The total purchase consideration for Syrinix, net of cash acquired, was $17.1 million. The Company's allocation of the purchase price at December 31, 2023 included $0.6 million of receivables, $0.7 million of inventories, $2.1 million of other assets, $7.7 million of intangible assets and $10.3 million of goodwill. The intangible assets acquired were primarily developed technology, customer relationships and trademarks with estimated average useful lives of 13 to 15 years. The Company also assumed $1.9 million of payables, $2.0 million of deferred income taxes and $0.4 million of other liabilities as part of the acquisition. As of December 31, 2023, the Company had completed its analysis for estimating the fair value of the assets acquired.

Note 5 Contingencies, Litigation and Commitments

In the normal course of business, the Company is named in legal proceedings. There are currently no material legal proceedings pending with respect to the Company.

The Company is subject to contingencies related to environmental laws and regulations. A future change in circumstances with respect to specific matters or with respect to sites formerly or currently owned or operated by the Company, off-site disposal locations used by the Company, and property owned by third parties that is near such sites, could result in future costs to the Company and such amounts could be material. Expenditures for compliance with environmental control provisions and regulations during 2024 and the first quarter of 2025 were not material.

The Company relies on single suppliers for most brass castings and certain resin and electronic subassemblies in several of its product lines. The Company believes these items would be available from other sources, but that the loss of certain suppliers could result in a higher cost of materials, delivery delays, short-term increases in inventory and higher quality control costs in the short term. The Company attempts to mitigate these risks by working closely with key suppliers, purchasing minimal amounts from alternative suppliers and by purchasing business interruption insurance where appropriate.

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The Company reevaluates its exposures on a periodic basis and makes adjustments to reserves as appropriate.

Note 6 Income Taxes

The Company is subject to income taxes in the United States and numerous foreign jurisdictions. The Company's income tax positions are based on interpretations of income tax laws and rulings in each of the jurisdictions that the Company operates. Significant judgment is required in determining the worldwide provision for income taxes and recording the related deferred tax assets and liabilities. The Company's deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income for the years in which the assets or liabilities are expected to be realized or settled. Interim provisions are tied to an estimate of the overall annual rate which can vary due to the relationship of foreign and domestic earnings, state taxes and available deductions, credits and discrete items.

The Company's earnings before incomes taxes, provision for income taxes, and effective income tax rate are as follows:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(In thousands)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Earnings before income taxes

4250,~~911~~787

3238,~~590~~092

~~124,365~~

~~88,522~~

Provision for income taxes

1012,~~873~~389

68,~~621~~961

~~30,140~~

~~20,645~~

Effective income tax rate

2524.34

2023.35

~~24.2~~

~~23.3~~

Note 7 Fair Value Measurements of Financial Instruments

The Company applies the accounting standards for fair value measurements and disclosures for its financial assets and financial liabilities. The carrying amounts of cash and cash equivalents, receivables and payables in the financial statements approximate their fair values due to the short-term nature of these financial instruments. Included in other assets are insurance policies on various individuals who were previously employed by the Company. The carrying amounts of these insurance policies approximate their fair value.

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Note 8 Subsequent Events

The Company evaluates subsequent events at the date of the balance sheet as well as conditions that arise after the balance sheet date but before the financial statements are issued. The effects of conditions that existed at the balance sheet date are recognized in the financial statements. Events and conditions arising after the balance sheet date but before the financial statements are issued are evaluated to determine if disclosure is required to keep the financial statements from being misleading. To the extent such events and conditions exist, if any, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions. For purposes of preparing the accompanying consolidated financial statements and the notes to these financial statements, the Company evaluated subsequent events through the date that the accompanying financial statements were issued, and has determined that no material subsequent events exist through the date of this filing.

Note 9 ~~Revenue~~Industry ~~Recognition~~Segment and Geographic Areas

The Company is an innovator, manufacturer, developer, marketer and distributor of water and wastewater management solutions incorporating hardware and sensors, communication solutions and data analytics, which comprise one reportable segment. The Company concludes on their segments based on the internally reported financial information that is routinely reviewed by the chief operating decision maker (“CODM”) to assess financial performance, make decisions and allocate resources. The Company manages and evaluates its operations as one segment primarily due to similarities in the nature of the products, production processes, customers and methods of distribution. The Company’s CODM is the Chairman, President and Chief Executive Officer.

The Company’s CODM assesses performance by using gross margin, operating earnings and net earnings. These metrics are analyzed by reviewing budget versus actual and prior year versus current year reporting. The various income performance measures are reviewed to ensure proper pricing strategies and effective cost controls across the organization. The CODM is regularly provided with consolidated expenses as noted on the consolidated income statements. Additionally, the CODM reviews assets at the same level as noted on the consolidated balance sheets.

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Note 10 Revenue Recognition

Revenue for sales of products and services is derived from contracts with customers. The products and services promised in contracts include the sale of measurement hardware, communication devices, data and analytics software and other ancillary services. Contracts generally state the terms of sale, including the description, quantity and price of each product or service. Since the customer typically agrees to a stated rate and price in the contract that does not vary over the life of the contract, the majority of the Company's contracts do not contain variable consideration. The Company establishes a provision for estimated warranty and returns as well as certain after sale costs as discussed in Note 2 "Additional Financial Information Disclosures" in the Notes to Unaudited Consolidated Condensed Financial Statements.

The Company disaggregates revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. The Company determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors.

Information regarding revenues disaggregated by geographic area is as follows:

Three months ended

~~Nine months ended~~

September 30,

March 31,

(In thousands)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Revenues:

United States

~~188~~201,~~130~~975

~~165~~177,~~897~~190

~~559,283~~

~~459,976~~

Foreign:

Asia

3,~~197~~122

32,~~598~~913

~~8,845~~

~~10,159~~

Canada

3,~~047~~946

32,~~476~~178

~~8,240~~

~~9,982~~

Europe

9,~~653~~548

9,~~743~~409

~~28,472~~

~~30,257~~

Mexico

~~478~~477

~~643~~621

~~2,530~~

~~2,130~~

Middle East

32,~~437~~466

23,~~217~~611

~~12,511~~

~~6,917~~

Other

~~496~~677

~~619~~358

~~1,495~~

~~1,731~~

Total

~~208~~222,~~438~~211

~~186~~196,~~193~~280

~~621,376~~

~~521,152~~

Information regarding revenues disaggregated by the timing of when goods and services are transferred is as follows:

Three months ended

~~Nine months ended~~

September 30,

March 31,

(In thousands)

~~2024~~2025

~~2023~~2024

~~2024~~

~~2023~~

Revenue recognized over time

1520,~~846~~286

79.61%

1112,~~227~~733

6.05%

~~42,924~~

~~6.9%~~

~~31,896~~

~~6.1%~~

Revenue recognized at a point in time

~~192~~201,~~592~~925

9290.49%

~~174~~183,~~966~~547

9493.05%

~~578,452~~

~~93.1%~~

~~489,256~~

~~93.9%~~

Total

~~208~~222,~~438~~211

100.0%

~~186~~196,~~193~~280

100.0%

~~621,376~~

~~100.0%~~

~~521,152~~

~~100.0%~~

The majority of the Company's revenue that is recognized over time relates to the BEACON® software as a service ("SaaS") and a portion of SmartCover® revenue, but also includes training, certain installation and other revenues. The majority of the Company's revenue recognized at a point in time is for the sale of utility and flow instrumentation products. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product which generally coincides with title transfer during shipping.

The Company performs its obligations under a contract by shipping products or performing services in exchange for consideration. The Company typically invoices its customers as soon as control of an asset is transferred and a receivable to the Company is established. The Company, however, recognizes a contract liability when a customer prepays for goods or services and the Company has not transferred control of the goods or services.

The Company's receivables and contract liabilities are as follows:


	March 31, 2025		December 31, 2024
(In thousands)
Receivables	$	111,855	$	84,325
Contract liabilities		90,633		78,274

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Contract liabilities are included in other current liabilities and long-term deferred revenue on the Company's isConsolidated ~~established~~Condensed Balance Sheets. The ~~Company,~~balance ~~however,~~of ~~recognizes a~~ contract ~~liability~~assets ~~when~~was a$1.2 ~~customer~~million ~~prepays~~as ~~for~~of ~~goods~~March or31, ~~services~~2025. The ~~and the~~ Company ~~has~~did not ~~transferred~~have ~~control~~a significant amount of ~~the~~uninvoiced ~~goods~~receivables or ~~services~~deferred costs as of December 31, 2024.

The Company's receivables and contract liabilities are as follows:

	September 30,2024		December 31,2023
(In thousands)
Receivables	$	93,427	$	83,507
Contract liabilities		74,581		59,970

Contract liabilities are included in payables and long-term deferred revenue on the Company's Consolidated Condensed Balance Sheets. The balance of contract assets was immaterial as the Company did not have a significant amount of uninvoiced receivables as of September 30, 2024 and December 31, 2023.

A performance obligation is a promise to transfer a distinct good or service to the customer. At contract inception, the Company assesses the products and services promised in its contracts with customers. The Company then identifies performance obligations to transfer distinct products or services to the customer. In order to identify performance obligations, the Company considers all of the products or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices.

The Company's performance obligations are satisfied at a point in time or over time as work progresses. The majority of the Company's revenue recognized at a point in time is for the sale of utility and flow instrumentation products. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product which generally coincides with title transfer during the shipping process. The majority of the Company's revenue that is recognized over time relates to the BEACON ~~SaaS~~and select SmartCover revenue.

As of ~~September~~March 3031, ~~2024~~2025, the Company had certain contracts with unsatisfied performance obligations. For contracts recorded as contract liabilities, $7490.6 million was the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied as of the end of the reporting period. The Company estimates that revenue recognized from satisfying those performance obligations will be approximately $521.35 million in ~~2024~~2025, $109.58 million in ~~2025~~2026, $7.86 million in ~~2026~~2027, $6.35 million in ~~2027~~2028, $5.57 million in ~~2028~~2029, $45.71 million in ~~2029~~2030 and $34.54 million thereafter.

Note 10 Leases

The Company rents facilities, equipment and vehicles under operating leases, some of which contain renewal options. Upon inception of a rent agreement, the Company determines whether the arrangement contains a lease based on the unique conditions present. Leases that have a term over a year are recognized on the balance sheet as right-of-use assets and lease liabilities. Right-of-use assets are included in other assets on the Company's Consolidated Condensed Balance Sheets. Lease liabilities are included in other current liabilities and other long-term liabilities on the Company's Consolidated Condensed Balance Sheets. Information regarding the Company's right-of-use assets and the corresponding lease liabilities are as follows:

	September 30,2024		December 31,2023
(In thousands)
Right-of-use assets	$	6,392	$	5,522
Lease liabilities		6,564		5,758

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The Company's operating lease agreements have lease and non-lease components that require payments for common area maintenance, property taxes and insurance. The Company has elected to account for both lease and non-lease components as one lease component. The fixed and in-substance fixed consideration in the Company's rent agreements constitute operating lease expense that is included in the capitalized right-of-use assets and lease liabilities. The variable and short-term lease expense payments are not included in the present value of the right-of use-assets and lease liabilities on the Consolidated Condensed Balance Sheets. The Company's rent expense is as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
(In thousands)
Operating lease expense	$	920	$	852	$	2,676	$	2,552
Variable and short-term lease expense		151		41		254		117
Rent expense	$	1,071	$	893	$	2,930	$	2,669

The Company records right-of-use assets and lease liabilities based upon the present value of lease payments over the expected lease term. The Company's lease agreements typically do not have implicit interest rates that are readily determinable. As a result, the Company utilizes an incremental borrowing rate that would be incurred to borrow on a collateralized basis over a similar term in a comparable economic environment. As of September 30, 2024 and December 31, 2023, the remaining lease term on the Company's leases was 7.1 years and 5.2, respectively. As of September 30, 2024 and December 31, 2023, the discount rate was 5.0%. The future minimum lease payments to be paid under operating leases are as follows:

	September 30,2024
(In thousands)
2024 (remaining three months)	$	734
2025		2,386
2026		1,227
2027		542
2028		433
Thereafter		2,575
Total future lease payments		7,897
Present value adjustment		(1,333	)
Present value of future lease payments	$	6,564

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Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS DESCRIPTION AND OVERVIEW

With more than a century of water technology innovation, Badger Meter is a global provider of industry leading water management solutions, with ~~nearly~~approximately 95% of net sales derived from water-related applications. The Badger Meter offerings, marketed as BlueEdge®, are comprised of a suite of tailorable solutions that connect water management technology, software, and support services to deliver insights enabling the proactive management of water across the water cycle. These tailorable solutions encompass ~~smart~~ measurement and control hardware, ~~reliable~~connectivity ~~communications~~and communication, data visualization and ~~analytics~~ software-delivered actionable insights as well as ongoing support and expertise essential to optimize customers' operations and contribute to the sustainable use and protection of the world’s most precious resource.

The Company’s ~~smart~~ measurement and control hardware, isinstruments and sensors are primarily comprised of the following product families:

•

• meters that measure the flow of water and other fluids and are known for accuracy, long-lasting durability and for providing valuable and timely flow measurement data.

•

• water quality monitoring solutions, including optical sensing and electrochemical instruments that provide real-time, on-demand data parameters.

•

• high frequency pressure and acoustic leak detection hardware that provides real-time monitoring data.

•

~~The~~remote ~~Company’s~~sewer ~~broad~~monitoring ~~range~~to ofaid ~~communication~~in ~~solutions include the ORION® branded family of radio endpoints~~predicting, ~~providing~~detecting ~~customers~~and ~~with~~preventing asewer ~~choice~~overflow ofspills ~~industry-leading~~and ~~options~~lift ~~for~~station ~~communicating~~control ~~data~~monitoring ~~from~~and hardware ~~into usable applications~~.

The Company’s broad range of communication solutions include the ORION® branded family of radio endpoints, along with remote telemetry units providing customers with a choice of industry-leading options for communicating data from hardware into use-specific software applications.

The Company’s hardware-enabled software provides the insights and analytics critical to the holistic management of our customers’ water systems. These digital solutions increase visibility, empowering customers to monitor system performance and make decisions aiding efficiency, resiliency, and sustainability.

The Company also provides training, project management, technical support and other collaborative services for customers. This support is becoming increasingly critical as customers strive to extract maximum value from their technology investments while managing through workforce demographic changes, among other operating challenges.

The Company’s solutions fall into two product lines: sales of meters, water quality and sewer monitoring sensors and other hardware, communication, and software and related technologies, to water utilities (utility water) and sales of meters, other sensing instruments, valves, software and other solutions to commercial and industrial customers, including water related applications (flow instrumentation).

Utility Water Product Line (approximately 8588% of Net Sales in ~~fiscal 2023~~2024)

Utility water smart metering solutions are comprised of water meters along with the ~~related~~connected radio endpoints and software technologies and services used by water utilities as the basis for generating their water and wastewater revenues, enabling operating efficiencies and engaging with their end consumers. This product line further comprises other instruments and sensors used in the water distribution ~~system~~and collection systems to ensure the safe and efficient delivery ofand ~~clean~~return of water. These sensors are used to detect leaks, ~~and to~~ monitor various water quality parameters throughout the distribution system. and treatment process, and monitor, detect and prevent sewer overflow spills. The largest geographic market in which the Company operates is North America, primarily the United States. The majority of water meters sold are mechanical in nature, with increasing adoption over time of ultrasonic (static) metering technology due to a variety of attributes, including their ability to maintain measurement accuracy over their useful life.

Utility water meters (both residential and commercial sizes) are generally classified as either manually read meters or remotely read meters via radio technology. A manually read meter consists of a water meter and a register that provides a visual totalized meter reading. Meters equipped with radio technology (endpoints) receive flow measurement data from battery-powered encoder registers attached to the water meter, which is encrypted and transmitted via radio frequency to a receiver that collects and formats the data appropriately for water utility usage and billing systems. These remotely read systems are classified as either automatic meter reading (AMR) systems, where a vehicle equipped for meter reading purposes collects the data from the utilities’ meters, or advanced metering infrastructure (AMI) systems, where data is gathered utilizing a network (either fixed or cellular) of data collectors or gateway receivers that are able to receive radio data transmission from the utilities’ meters. Among other benefits, AMI systems eliminate the need for utility personnel to drive through service territories to collect data from the meters and provide utilities with more frequent and diverse data from their meters at specified intervals.

The ORION® family of endpoints offers water utilities a choice of industry-leading options for communicating meter reading and event data. ORION Cellular endpoints power our Network as a Service (NaaS) approach to AMI, eliminating the 14

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~~need~~the ~~for~~utilities’ meters. Among other benefits, AMI systems eliminate the need for utility personnel to ~~install~~drive orthrough ~~maintain~~service ~~infrastructure,~~territories ~~enabling~~to ~~rapid~~collect ordata ~~gradual~~from ~~deployment,~~the meters and ~~enhancing~~provide ~~network~~utilities ~~reliability.~~with ~~ORION~~more ~~mobile~~frequent ~~read~~and ~~endpoints~~diverse ~~support~~data ~~customers~~from ~~looking~~their tometers ~~deploy~~at anspecified ~~AMR solution~~intervals.

~~Information and analytics are critical to the smart water ecosystem.~~ The ~~Company’s BEACON~~ORION® ~~SaaS,~~family ~~amongst~~of ~~others,~~endpoints ~~improves~~offers ~~utility visibility to their~~ water ~~and~~utilities ~~water usage. BEACON is~~ a ~~secure,~~choice ~~cloud~~of industry-~~hosted~~leading ~~software~~options ~~suite~~for ~~that~~communicating ~~includes~~meter areading ~~customizable dashboard~~ and ~~has~~event ~~the ability to establish alerts for specific conditions~~data. ORION ItCellular ~~also~~endpoints ~~allows~~power ~~for~~our ~~consumer~~Network ~~engagement~~as ~~tools~~a ~~that~~Service ~~permit end water users~~ (~~such as homeowners~~NaaS) approach to ~~view~~AMI, ~~and~~eliminating ~~manage~~the ~~their~~need ~~water~~for ~~usage activity. Benefits to~~ the utility ~~include~~to ~~improved~~install ~~customer~~and ~~service~~maintain infrastructure, ~~increased~~enabling ~~visibility~~rapid ~~through~~or ~~faster~~gradual ~~leak detection~~deployment, ~~the~~and ~~ability~~enhancing tonetwork ~~promote~~reliability. ORION ~~and~~mobile ~~quantify~~read ~~the~~endpoints ~~effects~~support ofcustomers ~~its~~looking ~~water~~to ~~conservation~~deploy ~~efforts,~~an ~~and~~AMR ~~easier compliance reporting~~solution.

~~Water~~Information, ~~meter~~analytics ~~replacement~~ and ~~the~~visualization ~~adoption~~are ~~and~~critical ~~deployment~~to ofthe ~~new~~smart ~~technologies~~water ~~comprise~~ecosystem. The ~~the~~Company’s ~~majority~~BEACON® ofSoftware ~~smart~~as ~~water~~a ~~product~~Service ~~sales~~(SaaS), ~~including~~amongst ~~radio~~others, ~~products~~improves utility visibility to their water and water usage. BEACON Tois a ~~much~~secure, ~~lesser~~cloud-hosted ~~extent,~~software ~~housing~~suite ~~starts~~that ~~also~~includes ~~contribute~~a customizable dashboard and has the ability to ~~sales~~establish ~~annually~~alerts for specific conditions. It ~~The~~also ~~industry~~enables ~~continues~~the todeployment ~~undergo~~of aconsumer ~~conversion~~engagement ~~from~~tools ~~manually~~that ~~read~~permit end water ~~meters~~users to(such ~~meters~~as ~~with~~homeowners) ~~radio~~to ~~technology,~~view and ~~for~~manage ~~AMR~~their ~~systems~~water usage activity. Benefits to bethe ~~upgraded~~utility toinclude ~~digital~~improved ~~AMI~~customer ~~solutions.~~service, ~~The~~increased ~~Company~~visibility ~~estimates~~through ~~that~~faster ~~approximately~~leak ~~one-third~~detection, ofthe ~~water~~ability ~~meters~~to ~~installed~~promote inand quantify the ~~United~~effects ~~States~~of ~~have~~its ~~been~~water ~~converted~~conservation toefforts, ~~AMI~~and ~~systems~~easier compliance reporting.

InWater ~~addition,~~meter ~~the~~replacement ~~Company provides various other hardware, instruments~~ and ~~sensors, and related software, to enhance~~ the ~~scope~~adoption and ~~breadth~~deployment of ~~connected~~new ~~data~~technologies ~~valuable~~comprise tothe amajority ~~water~~of ~~utility's~~smart ~~operation. This includes~~ water ~~quality~~product ~~monitoring~~sales, ~~solutions~~including ~~utilizing~~radio ~~optical~~products. ~~sensors~~To ~~and electrochemical instruments that measure~~ a ~~variety~~much oflesser ~~parameters including turbidity~~extent, ~~pH,~~housing ~~chlorine,~~starts ~~nitrates~~also ~~and~~contribute ~~approximately~~to 40sales ~~others~~annually. The ~~Utilizing~~industry ~~these~~continues ~~solutions,~~to ~~water~~undergo ~~quality~~a ~~can~~conversion ~~be monitored continually or periodically throughout the network~~ from ~~its~~manually ~~original~~read ~~source to the point in which it is recycled and returned. Real-time~~ water ~~quality~~meters ~~parameters enhance the scope of actionable data for water utilities~~ to ~~improve~~meters ~~operational~~with ~~security~~radio technology, ~~awareness~~ and ~~efficiency.~~for ItAMR ~~also~~systems ~~includes high frequency pressure and leak detection sensors that provide real-time alarms and event location triangulation~~ to ~~aid~~be ~~operators~~upgraded ~~in responding~~ to ~~burst~~digital ~~pipe~~AMI ~~and other leak events quickly, reducing water loss and system downtime~~solutions. The ~~data~~Company ~~and~~estimates ~~insights~~that ~~collected~~approximately ~~from~~40% ~~these~~of ~~additional~~water ~~operational~~meters ~~sensors~~installed ~~are~~in ~~often conveyed by cellular networks and can be leveraged alongside of~~ the ~~metering~~United ~~data~~States ~~within~~have ~~BEACON~~been converted to ~~unlock~~AMI ~~powerful insights about the operations of a customer's distribution network~~systems.

In addition, the Company provides various other hardware, instruments and sensors, and related software, to enhance the scope and breadth of connected data valuable to a water utility's operation. This includes water quality monitoring solutions utilizing optical sensors and electrochemical instruments that measure a variety of parameters including turbidity, pH, chlorine, nitrates and approximately 40 others. Utilizing these solutions, water quality can be monitored continually or periodically throughout the network from its original source to the point in which it is recycled and returned. Real-time water quality parameters enhance the scope of actionable data for water utilities to improve operational security, awareness and efficiency. It also includes high frequency pressure and leak detection sensors that provide real-time alarms and event location triangulation to aid operators in responding to burst pipe and other leak events quickly, reducing water loss and system downtime. Additional solutions include sewer and lift station monitoring sensors to measure sewer and hydrogen sulfide levels. This information is provided in real time, allowing utilities to initiate actions to prevent sewer overflows, reduce sewer odor and optimize cleanings, while managing resources and costs. The data and insights collected from these additional operational sensors are often conveyed by cellular or satellite networks and can be leveraged alongside of the metering data within BEACON to unlock powerful insights about the operations of a customer's distribution and collection network.

The Company’s net sales and corresponding net earnings depend on unit volume and product mix, with the Company generally earning higher average selling prices and margins on meters coupled with radio technology, software, water quality monitoring and on ultrasonic compared to mechanical meters.

Flow Instrumentation Product Line (approximately 1512% of Net Sales in ~~fiscal 2023~~2024)

The flow instrumentation product line primarily serves water applications throughout the broader industrial market, with both standard and customized solutions. ~~These~~This ~~solutions~~product ~~include~~line includes meters, valves and other sensing instruments sold worldwide to measure and control the quantity of fluids, including water, air, steam, and other liquids and gases. These products, oftentimes leveraging the same technologies used in utility water, are used in a variety of industries and applications, with the Company’s primary market focus being water/wastewater, heating, ventilating and air conditioning (HVAC) and corporate sustainability. Flow instrumentation products are generally sold through manufacturers’ representatives and original equipment manufacturers as the primary flow measurement device within a product or system. Specialized communication protocols that control the entire flow measurement process and mandatory certifications drive these markets.

The industries served by the Company’s flow instrumentation products face accelerating demands to contain costs, reduce product variability, and meet ever-changing safety, regulatory and sustainability requirements. These Todemands ~~address~~heighten ~~these~~the ~~challenges,~~focus ~~customers~~on ~~must reap more value from every component in their systems. This system~~application-~~wide~~specific ~~scrutiny~~solutions ~~has~~provided ~~heightened~~by the ~~focus~~Company onfor flow instrumentation and water quality monitoring in wastewater treatment, industrial process, building automation and precision engineering applications where flow measurement, quality and control are critical.

The Company offers one of the broadest flow measurement, control and communication portfolios in the market. Customers rely on the Company for application-specific solutions that deliver accurate, timely and dependable flow data and control essential for product quality, cost control, safer operations, regulatory compliance and more sustainable operations.15

Long-Term Business Trends

Across the globe significant infrastructure investment needs, aging workforce, increasing regulations and a focus on climate-change and sustainability are driving companies and utilities to better manage critical resources like water. Some customers measure fluids to identify leaks and/or misappropriation for cost control or add measurement points to help automate manufacturing. Other customers employ measurement to comply with government mandates and laws including those associated with process and discharge water quality monitoring. The Company provides flow measurement technology critical to providing baseline usage data and to quantify reductions as customers attempt to reduce consumption. For example, once

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~~water~~Long ~~usage~~Term ~~metrics~~Business are better understood, a strategy for water-use reduction can be developed with specific water-reduction initiatives targeted to those areas where it is most viable. With the Company’s technology, customers have found costly leaks, pinpointed equipment in need of repair, and identified areas for process improvements. Trends

~~Increasingly,~~Significant ~~customers~~infrastructure ininvestment ~~the~~needs, ~~utility~~aging ~~water~~workforce, ~~market~~increasing ~~are~~regulations ~~interested~~and ina ~~more~~focus ~~frequent~~on climate-change and ~~diverse~~sustainability ~~data~~are ~~collection~~driving companies and ~~the~~utilities ~~use~~to ofbetter manage critical resources like water ~~metering,~~across ~~pressure~~the ~~and~~globe. ~~quality~~Some ~~analytics~~customers measure fluids to ~~evaluate~~identify ~~water~~leaks ~~distribution~~and/or ~~activity~~misappropriation for cost control or add measurement points to automate manufacturing. ~~Specifically,~~Other ~~AMI~~customers ~~technology~~employ ~~enables~~measurement ~~water~~to ~~utilities~~comply towith ~~capture~~government ~~readings~~mandates ~~from~~and ~~each~~laws ~~meter~~including atthose ~~more~~associated ~~frequent~~with process and ~~variable~~discharge ~~intervals~~water quality monitoring. ~~There~~The ~~are~~Company ~~more~~provides ~~than~~flow ~~50,000~~measurement ~~water~~technology ~~utilities~~critical into ~~the~~providing ~~United~~baseline ~~States~~usage data and ~~the~~to ~~Company~~quantify ~~estimates~~reductions ~~that~~as ~~approximately~~customers ~~one-third~~attempt ofto ~~their~~reduce ~~respective~~consumption. For ~~connections~~example, ~~have~~once ~~converted~~water tousage anmetrics ~~AMI~~are ~~radio~~better ~~solution.~~understood, ~~The~~a ~~Company~~strategy ~~believes~~for itwater-use isreduction ~~well~~can ~~positioned~~be developed with specific water-reduction initiatives targeted to ~~meet~~those areas where it is most viable. With the ~~continuing~~Company’s ~~conversion~~technology, ~~trends~~customers tohave ~~AMI~~found ~~with~~costly ~~its~~leaks, ~~comprehensive~~pinpointed ~~radio~~equipment in need of repair, and ~~software~~identified ~~solutions~~areas for process improvements.

Increasingly, customers in the utility water market are interested in more frequent and diverse data collection and the use of water metering, pressure and quality analytics to evaluate water distribution activity. Specifically, AMI technology enables water utilities to capture readings from each meter at more frequent and variable intervals. There are more than 50,000 water utilities in the United States and the Company estimates that approximately 40% of their respective connections have converted to an AMI radio solution. The Company believes it is well positioned to meet the continuing conversion trends to AMI with its comprehensive radio and software solutions.

In addition, certain water utilities are converting from mechanical to static meters. Ultrasonic water metering maintains a high level of measurement accuracy over the life of the meter, reducing a utility’s non-revenue water. The Company has over a decade of proven reliability in the market with its ultrasonic meters.

As noted above, customers are increasingly looking for more frequent and diverse data to holistically manage their water networks. As a leading provider of water quality, ~~and~~ pressure management, sewer line and lift station monitoring solutions, we are able to meet these needs and enhance the scope of actionable data for customers to ~~help~~ measure, conserve and protect water.

~~Together,~~Our ~~our~~BlueEdge tailorable smart water solutions provide actionable information through data analytics derived from an interconnected and interoperable network of sensors and devices that ~~help~~enable people and organizations to efficiently use and conserve water. Badger Meter is well positioned to benefit from the adoption of smart water solutions. ~~With~~Our strong relationships with telecommunication providers such as AT&T and Verizon (among others), we stay abreast of emerging cellular technology changes to provide the premier infrastructure-free AMI solution.

Acquisitions

~~Effective~~The ~~January~~total 1purchase consideration for SmartCover, ~~2023~~net of cash acquired, ~~the~~was $184.9 million. The Company's allocation of the purchase price at March 31, 2025 included $6.7 million of receivables, $4.8 million of inventories, $4.8 million of other assets, $88.3 million of intangible assets and $117.4 million of goodwill that is not deductible for tax purposes. The intangible assets acquired ~~100%~~are primarily developed technology, customer relationships and trademarks with estimated average useful lives of ~~the~~12 ~~outstanding~~to ~~stock~~20 years. The Company also assumed $1.7 million of ~~Syrinix~~payables, ~~Ltd~~$20.3 ~~("Syrinix")~~million of net deferred income tax liabilities, ~~headquartered~~$11.9 inmillion of deferred revenue and $3.2 million of other liabilities as part of the ~~United~~acquisition. The ~~Kingdom~~preliminary allocation of the purchase price to the assets acquired was based upon the estimated fair values at the date of acquisition. As of March 31, a2025, ~~provider~~the Company had not completed its analysis for estimating the fair value of ~~high-frequency~~the ~~pressure~~assets ~~monitoring~~acquired. Revenue ~~and~~associated ~~leak~~with ~~detection~~SmartCover ~~solutions~~for the two months ended March 31, 2025 was $6.2 million. SmartCover is reported within the utility water product line and the Company will continue to operate under a single segment.

~~The~~Effective ~~total~~January ~~purchase~~1, ~~consideration~~2024, ~~for~~the ~~Syrinix,~~Company ~~net~~acquired ofselect ~~cash~~remote ~~acquired,~~water ~~was~~monitoring ~~$17.1~~hardware ~~million. The~~and ~~Company's~~software, ~~allocation~~inclusive of the ~~purchase~~Telog® ~~price~~product atline ~~December~~and ~~31,~~Unity ~~2023~~Remote ~~included~~Monitoring ~~$0.6~~software ~~million~~as ofa ~~receivables,~~service ~~$0.7~~(the ~~million~~"Telog/Unity ~~of inventories, $2~~Assets").1 The ~~million~~total ofpurchase ~~other~~consideration ~~assets,~~for ~~$7.7~~the ~~million~~Telog/Unity ofAssets ~~intangible~~was ~~assets and~~ $~~10.~~3.0 million ofin ~~goodwill~~cash. The ~~intangible~~allocation ~~assets~~of ~~acquired~~purchase ~~were~~price ~~primarily~~to ~~developed~~the ~~technology,~~assets ~~customer~~acquired ~~relationships~~was ~~and~~based ~~trademarks~~upon ~~with~~the estimated ~~average~~fair ~~useful~~values ~~lives~~at ofthe 13date toof ~~15 years~~acquisition. ~~The~~ ~~Company~~As ~~also~~of ~~assumed~~December ~~$1.9~~31, ~~million of payables~~2024, ~~$2.0~~the ~~million~~Company ofhad ~~deferred~~completed ~~income~~its ~~taxes~~analysis ~~and~~for ~~$0.4~~estimating ~~million~~the offair ~~other~~value ~~liabilities as part~~ of the ~~acquisition~~assets acquired.

Revenue and Product Mix

As the industry continues to evolve, the Company has been at the forefront of innovation across measurement hardware (metering, water quality, pressure sensors, etc.), radio and software technologies in order to meet its customers’ increasing expectations for accurate and actionable data and insights. As technologies such as ORION Cellular and BEACON digital solutions have become more widely adopted, the Company’s revenue from SaaS has increased significantly, and is margin accretive.

The Company also seeks opportunities for additional revenue enhancement. For instance, the Company has made inroads into select regional markets outside the US such as the Middle East, UK and others with its tailorable smart water solutions portfolio. The Company is periodically asked to oversee and supervise field installation of its products and provide training and other services for certain customers. Strategic mergers and acquisitions are another avenue for profitable sales growth. 16

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~~Results~~increasing ofexpectations ~~Operations~~for -accurate ~~Three~~and ~~Months~~actionable ~~Ended~~data ~~September~~and 30insights. As technologies such as ORION Cellular and BEACON digital solutions have become more widely adopted, ~~2024~~the Company’s revenue from Software as a Service (SaaS) has increased significantly, and is margin accretive.

The Company also seeks opportunities for additional revenue enhancement. For instance, the Company has made inroads into select regional markets outside the US such as the Middle East, UK and others with our BlueEdge offering. The Company sometimes oversees and supervises field installation of its products and provide training and other services for certain customers. Strategic mergers and acquisitions are another avenue for profitable sales growth.

Current Business Trends – Tariffs

During the first quarter of 2025, the United States introduced trade policy actions that have increased import tariffs across a wide range of countries at various rates, with certain exemptions such as USMCA-compliant imports. These tariff changes and subsequent retaliatory actions have the potential to increase various input costs for the Company. At present, the Company is managing applicable tariff-related cost burdens with selective supply chain and pricing actions, as has been our historical practice during uncertain and turbulent economic times. The Company has contingency plans in place to adequately respond to a wide range of potential economic scenarios and our management, along with the Board of Directors, continues to monitor and evaluate the ongoing situation.

Results of Operations - Three Months Ended March 31, 2025

Net Sales

The Company's net sales for the three months ended ~~September~~March 3031, ~~2024~~2025 were $~~208~~222.42 million, ~~an increase of 11.9%~~ compared to $~~186~~196.23 million during the same period in ~~2023~~2024. ~~Sales~~ Net sales into the utility water market were $~~183~~197.03 million, an increase of 1316.80% from the prior year’s $~~160~~170.81 million. ~~The~~Utility ~~Company's~~water net sales grew as a result of increased ~~smart~~mechanical ~~water~~and ~~solutions~~ultrasonic ~~including~~meter, ~~higher~~ORION® ~~sales~~Cellular ~~across various hardware~~endpoint, ~~communication~~ and BEACON® SaaS ~~solutions~~revenue, as well as two months of revenue associated with the acquisition of SmartCover of $6.2 million. Sales of products into the global flow instrumentation end markets were $2524.49 million incompared to the ~~third~~prior ~~quarter~~year’s ~~of 2024 and 2023~~$26. ~~Flow~~2 ~~instrumentation~~million, ~~sales~~a ~~were~~decrease ~~flat~~of on4.8%, ~~steady~~with ~~order~~modest ~~demand~~growth ~~within~~in ~~the~~ water-~~focused~~related ~~end~~ markets, ~~generally~~more than offset by ~~declines~~lower ~~across~~demand in the de-emphasized non-water applications.

Earnings

Total operating earnings for the three months ended ~~September~~March 3031, ~~2024~~2025 were $4049.64 million, or 1922.52% of sales, compared to $3136.46 million, or 1618.96% of sales, in the comparable prior year quarter. Gross margin dollars increased $1118.23 million, with gross margin as a percent of sales of 4042.29%, an increase from 39.13% ~~of sales~~ in the prior year comparable quarter. Gross margin ~~improvement~~ in the current ~~year~~quarter ~~was~~benefited ~~driven~~from byincreased ~~positive~~ sales ~~mix,~~volumes ~~including~~and ~~strong~~favorable ~~AMI~~customer sales and ~~software-related~~product ~~sales~~mix, asincluding ~~well~~higher asSaaS ~~ongoing price/cost benefit and operating execution~~revenues. Selling, engineering and administration (“SEA”) expenses were $4346.30 million or 20.87% of sales in the first quarter of 2025 compared to $4140.36 million or 2220.27% of sales in the comparable prior year quarter. The increase in ~~spending~~SEA ~~primarily~~expenses ~~relates~~was tomainly ~~higher~~due ~~personnel-related~~to ~~investments,~~the ~~while~~inclusion ~~the~~of ~~year-over-year~~two ~~improvement~~months inof SEA ~~expense~~expenses ~~leverage~~associated ~~was~~with ~~the~~SmartCover, ~~result~~inclusive of ~~effective~~the ~~spending~~acquired ~~controls~~intangible ~~and~~asset amortization, combined with higher ~~sales~~personnel costs including higher salaries and benefits.

The provision for income taxes as a percentage of earnings before income taxes for the quarter ended ~~September~~March 3031, ~~2024~~2025 was 2524.34% compared to 2023.35% for the comparable prior year period. ~~The~~ ~~prior year quarter effective tax rate included a discrete income tax benefit related to stock option exercises and restricted stock vesting transactions.~~ Interim provisions are based on an estimate of the overall annual rate that can vary due to state taxes, the relationship of foreign and domestic earnings, ~~and~~ other credits, allowances and ~~allowances~~discrete items.

As a result of the above-mentioned items, net earnings for the three months ended ~~September~~March 3031, ~~2024~~2025 were $3238.04 million, or $1.0830 per diluted share, compared to $2629.01 million, or $0.8899 per diluted share, for the same period in ~~2023~~2024.

Results of Operations - Nine Months Ended September 30, 2024

Net Sales

The Company's net sales for the nine months ended September 30, 2024 were $621.4 million, an increase of 19.2%, compared to $521.2 million during the same period in 2023. Sales into the utility water market were $543.7 million, an increase of 22.5% from the prior year’s $443.9 million. Utility water net sales grew as a result of increased adoption of smart water technologies, notably AMI. Sales increased across meters, both mechanical and ultrasonic, as well as increased ORION Cellular endpoints and BEACON SaaS revenues. Sales of products into the global flow instrumentation end markets were $77.7 million compared to the prior year’s $77.3 million, an increase of 0.5%.

Earnings

Total operating earnings for the nine months ended September 30, 2024 were $118.7 million, or 19.1% of sales, compared to $86.0 million, or 16.5% of sales, in the comparable prior year period. Gross margin dollars increased $41.5 million, with gross margin as a percent of sales of 39.7%, an increase from 39.3% of sales in the prior year comparable period. Gross margin improvement was the result of increased sales volume and favorable structural product mix. SEA expenses were $127.7 million or 20.6% of sales compared to $119.0 million or 22.8% of sales in the comparable prior year period. The year-over-year improvement in SEA expense leverage was the result of effective spending controls and higher sales.

The provision for income taxes as a percentage of earnings before income taxes for the nine months ended September 30, 2024 was 24.2% compared to 23.3% for the comparable prior year period. Interim provisions are based on an estimate of the overall annual rate that can vary due to state taxes, the relationship of foreign and domestic earnings, and other credits and allowances.

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As a result of the above-mentioned items, net earnings for the nine months ended September 30, 2024 were $94.2 million, or $3.19 per diluted share, compared to $67.9 million, or $2.30 per diluted share, for the same period in 2023.

LIQUIDITY AND CAPITAL RESOURCES

The main sources of liquidity for the Company are cash from operations and borrowing capacity. In addition, depending on market conditions, the Company may access the capital markets to strengthen its capital position and to provide additional liquidity for general corporate purposes.

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Primary Working Capital

The Company uses primary working capital (“PWC”) as a percentage of sales as a key metric for working capital efficiency. The Company defines this metric as the sum of Receivables and Inventories less Payables, divided by trailing twelve- month Net sales. The following table shows the components of ~~our~~ PWC:

	September 30, 2024				December 31, 2023
	March 31, 2025				December 31, 2024
(In thousands)	$			PWC%	$			PWC%
Receivables	$	93111,~~427~~855		1113.62%	$	8384,~~507~~325		1110.92%
Inventories		~~158~~149,~~517~~405		1917.75%		~~153~~143,~~674~~408		2117.83%
Payables		(7773,~~381~~789	)	-98.67%		(8155,~~807~~659	)	-~~11.~~6.7%
Primary Working Capital	$	~~174~~187,~~563~~471		2122.70%	$	~~155~~172,~~374~~074		2220.18%

Overall, PWC increased $1915.24 million compared to the previous year-end, of which $9. 8 million was attributed to the SmartCover acquisition. Receivables at ~~September~~March 3031, ~~2024~~2025 increased $927.95 million due to higher sales activity in the first quarter of 2025. Inventories increased $46.80 million due to ~~component cost inflation, higher safety stock levels and~~ increased sales activity. Payables atas ~~September~~of 30March 31, ~~2024~~2025 were $418.51 million ~~less~~higher than the prior year-end due ~~primarily~~ to atiming ~~stabilizing~~of ~~inventory~~payments ~~balance~~ and ~~timing~~modest ofincrease ~~payments~~in ~~relative~~inventory ~~to quarter-end~~levels.

Cash Provided by Operations

Cash provided by operations in the first ~~nine~~three months of ~~2024~~2025 was $~~103~~33.0 million compared to $7221.25 million in the same period of ~~2023~~2024. Higher net earnings, ~~and~~offset ~~favorable~~by ~~working~~higher ~~capital~~incentive ~~trends~~compensation payments in 2025 versus 2024, contributed to the increase in cash provided by operations compared to the same ~~period~~quarter in ~~2023~~2024.

Property, plant and equipment expenditures for the first ~~nine~~three months of ~~2024~~2025 were $83.10 million compared to $92.97 million in the comparable prior year period.

Cash and cash equivalents ~~increased~~at March 31, 2025 decreased to $~~259~~131.04 million from $~~191~~295.83 million at December 31, ~~2023~~2024, the result of the $~~103~~33.0 million of cash provided by operations, offset by ~~the~~ $3184.09 million deployed tofor ~~acquire~~ the ~~Telog/Unity~~SmartCover ~~net~~acquisition ~~assets~~ and payment of the quarterly ~~dividends~~dividend.

The Company's credit facility includes a $150.0 million multi-currency line of credit that supports commercial paper (up to $100.0 million). The facility includes several features that enhance the Company's financial flexibility including an increase feature, acquisition holiday, and favorable financial covenants. The Company was in compliance with all covenants as of ~~September~~March 3031, ~~2024~~2025. The Company believes that its operating cash flows, available borrowing capacity, and its ability to raise capital provide adequate resources to fund ongoing operating requirements, future capital expenditures and the development of new products. The Company had $154.53 million of unused credit lines available at ~~September~~March 3031, ~~2024~~2025.

Other Matters

OnThe ~~March~~Company 6,is ~~2024,~~subject ~~the SEC adopted final rules~~ to ~~enhance~~contingencies ~~disclosures~~related ~~pertaining~~ to ~~climate~~environmental ~~related~~laws ~~risks~~ and ~~associated board and management governance of such risks~~regulations. OnA ~~April~~future 4,change ~~2024,~~in ~~the~~circumstances ~~SEC~~with ~~voluntarily~~respect ~~stayed~~to ~~implementation~~these ofspecific ~~the~~matters ~~rules~~or ~~pending~~with ~~the~~respect ~~completion~~to ofsites ~~judicial~~formerly ~~review~~or ofcurrently ~~consolidated~~owned ~~legal~~or ~~challenges~~operated ~~to the rules~~ by the ~~United~~Company, ~~States~~off-site ~~Court~~disposal oflocations ~~Appeals~~used ~~for~~by the ~~Eighth~~Company, ~~Circuit. If~~and ~~the~~property ~~rules~~owned goby ~~effective~~third asparties ~~currently~~that ~~contemplated,~~is ~~disclosures~~near ~~will~~such ~~be made prospectively~~sites, ~~with~~could ~~phased-~~result in ~~effective~~future ~~dates~~costs ~~starting~~to ~~with~~the ~~fiscal~~Company ~~years~~and ~~beginning~~such onamounts orcould ~~after~~be ~~January 1, 2025, subject to any additional regulatory or judicial delays~~material. ~~Other~~Expenditures ~~governing~~for ~~bodies~~compliance ~~have~~with ~~passed~~environmental orcontrol ~~are~~provisions ~~considering~~and ~~passing~~regulations ~~related~~during ~~legislature~~2024 ~~requiring certain environmental, social~~ and ~~governance disclosures. The Company is currently assessing~~ the ~~impact~~first quarter of ~~these~~2025 ~~changes~~were tonot ~~its consolidated financial statements~~material.

~~The~~See ~~Company~~the is“Special ~~subject~~Note toRegarding ~~contingencies~~Forward ~~related~~Looking toStatements” ~~environmental~~at ~~laws~~the front of this Quarterly Report on Form 10-Q and ~~regulations. A~~Part ~~future~~I, ~~change~~Item 1A “Risk Factors” in ~~circumstances~~the ~~with~~Company's ~~respect~~Annual toReport ~~these~~on ~~specific~~Form ~~matters~~10-K orfor ~~with~~the ~~respect~~year toended ~~sites~~December ~~formerly~~31, or2024 ~~currently~~and ~~owned~~Part orII, ~~operated~~Item by1A “Risk Factors” in this Quarterly Report on Form 10-Q for a discussion of risks and uncertainties that could impact the Company's financial performance and results of operations.

19Contractual Obligations

The Company's contractual obligations are discussed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Contractual Obligations” in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and have not materially changed since that report was filed unless otherwise indicated in this Quarterly Report on Form 10-Q.

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Company, off-site disposal locations used by the Company, and property owned by third parties that is near such sites, could result in future costs to the Company and such amounts could be material. Expenditures for compliance with environmental control provisions and regulations during 2023 and the first three quarters of 2024 were not material.

See the “Special Note Regarding Forward Looking Statements” at the front of this Quarterly Report on Form 10-Q and Part I, Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q for a discussion of risks and uncertainties that could impact the Company's financial performance and results of operations.

Off-Balance Sheet Arrangements and Contractual Obligations

The Company's off-balance sheet arrangements and contractual obligations are discussed in Part II, Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" under the headings "Off-Balance Sheet Arrangements" and "Contractual Obligations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and have not materially changed since that report was filed unless otherwise indicated in this Quarterly Report on Form 10-Q.

Item 3 Quantitative and Qualitative Disclosures about Market Risk

The Company's quantitative and qualitative disclosures about market risk are included in Part II, Item 7 "“Management’s Discussion and Analysis of Financial Condition and Results of Operations"” under the heading "“Market Risks"” in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 and have not materially changed since that report was filed.

Item 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company's management evaluated, with the participation of the Company's Chairman, President and Chief Executive Officer and the Company's Senior Vice President - Chief Financial Officer, the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the quarter ended ~~September~~March 3031, ~~2024~~2025. Based upon their evaluation of these disclosure controls and procedures, the Company's Chairman, President and Chief Executive Officer and the Company's Senior Vice President – Chief Financial Officer concluded that, as of the date of such evaluation, the Company's disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There was no change in the Company's internal control over financial reporting that occurred during the quarter ended ~~September~~March 3031, ~~2024~~2025 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

2019

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Part II – Other Information

Item 1A Risk Factors

There have been no material changes from the risk factors disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

In February 2023, the Board authorized the repurchase of up to 200,000 shares of the Company'’s Common Stock through February 2026. The following table provides information about the Company's purchases under this repurchase program during the quarter ended ~~September~~March 3031, ~~2024~~2025 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act.

	Total numberof sharespurchased		Average pricepaid per share		Total numberof sharespurchased aspart of apubliclyannouncedprogram		Maximumnumber ofshares thatmay yet bepurchasedunder theprogram
July 1, 2024 - July 31, 2024		-	$	-		-		200,000
January 1, 2025 - January 31, 2025		-	$	-		-		200,000
August 1, 2024 - August 31, 2024		-	$	-		-		200,000
February 1, 2025 - February 28, 2025		-	$	-		-		200,000
September 1, 2024 - September 30, 2024		-	$	-		-		200,000
March 1, 2025 - March 31, 2025		-	$	-		-		200,000
Total as of September 30, 2024		-				-		200,000
Total as of March 31, 2025		-				-		200,000

Item 5 Other Information

During the ~~third~~first quarter of ~~2024~~2025, none of our directors or executive officers adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule ~~10b5~~10b-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).

Item 6 Exhibits

EXHIBIT INDEX

Exhibit No.		Description
31.1		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2024~~2025 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Comprehensive Income, (iv) the Consolidated Condensed Statements of Cash Flows, (v) the Consolidated Condensed Statements of Shareholders’ Equity, (vi) Notes to Unaudited Consolidated Condensed Financial Statements, tagged as blocks of text and including detailed tags and (vii) the information in Part II, Item 5 Other Information.
104		Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).

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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 thereunto duly authorized.

	BADGER METER, INC.
Dated: October 18, 2024	By	/s/ Kenneth C. Bockhorst
Dated: April 18, 2025	By	/s/ Kenneth C. Bockhorst
		Kenneth C. Bockhorst
		Chairman, President and Chief Executive Officer
	By	/s/ Robert A. Wrocklage
		Robert A. Wrocklage
		Senior Vice President – Chief Financial Officer
	By	/s/ Daniel R. Weltzien
		Daniel R. Weltzien
		Vice President – Controller

2221

Filing Compare · BADGER METER INC