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Item 9A. Controls and Procedures

2025-11-19 compared with 2024-11-20 · 497 added, 456 removed, 1428 unchanged (40% of the section changed)

3 unchanged sentences

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report.

Based on this evaluation, those officers have concluded that, at September 30, 2024, our disclosure controls and procedures were effective.

Based on this evaluation, those officers have concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

8 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting at September 30, 2024.

We assessed the effectiveness of our internal control over financial reporting as of September 30, 2025.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 framework).

After doing so, management concluded that, at September 30, 2024, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting at September 30, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report.

After doing so, management concluded that, as of September 30, 2025, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of September 30, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report.

OTHER INFORMATION

1 unchanged sentence

(b) Rule 10b5-1 Trading Plans

No officers or directors, as defined in Rule 16a-1(f) adopted, modified and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fourth quarter of fiscal 2024.

Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Exchange Act, may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

During the quarter ended September 30, 2025, the following officer adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):

Heinrichs , the Company’s former Chief Financial Officer and Chief Legal and Compliance Officer , adopted a written trading plan on September 9, 2025 .

The trading plan begins on December 4, 2025, and ends on February 24, 2026 .

The trading plan is intended to satisfy the affirmative defense conditions of the Exchange Act Rule 10b5-1(c) and permits Mr.

Heinrichs to sell up to 27,384 shares of common stock of the Company, subject to certain conditions.

This trading plan was adopted during an open trading window.

Index to Financial Statements

No other Section 16 officer or director, as defined in Rule 16a-1(f) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended September 30, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The name and position at November 20, 2024 and age of each of our executive officers and directors at September 30, 2024 are presented below.

The name and position as of November 19, 2025 and age of each of our executive officers and directors as of September 30, 2025 are presented below:

Name Age Position

1 unchanged sentence

Paul McAndrew 51 President and Chief Operating Officer

Heinrichs 56 Executive Vice President, Chief Financial Officer and Chief Legal and Compliance Officer

Melissa Rasmussen 48 Senior Vice President and Chief Financial Officer

Carroll 50 Senior Vice President, General Counsel and Corporate Secretary

Floyd 56 Senior Vice President, Sales and Marketing

Darin Harvey 56 Senior Vice President, Operations and Supply Chain

Helms 58 Senior Vice President and Chief Human Resources Officer

Feyerherm 52 Vice President, Operations Controller

Smith 57 Vice President and Chief Accounting Officer

Feyerherm 53 Vice President, Chief Accounting Officer and Corporate Controller

Van Arsdell 75 Non-Executive Chair of the Board of Directors

Franklin 79 Director

Garcia 62 Director

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Sharritts 57 Director

Slobodow 56 Director

Thomas 79 Director

Karl Niclas Ytterdahl

Bentina Chisolm Terry 55 Director

Weaver 45 Director

Marietta Edmunds Zakas has served as our Chief Executive Officer since May 2024.

She served as President and Chief Executive Officer from August 2023 to May 2024, as Executive Vice President and Chief Financial Officer from January 2018 to August 2023 and as Senior Vice President, Strategy, Corporate Development and Communications from November 2006 to December 2017.

She was also the interim head of Human Resources from January 2016 to December 2017.

She also served as the interim head of Human Resources from January 2016 to December 2017.

Previously, Ms.

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McAndrew earned a Bachelor of Science degree from Cardiff University.

Heinrichs has served as our Executive Vice President, Chief Financial Officer and Chief Legal and Compliance Officer since August 2023.

He served as our Executive Vice President, Chief Legal and Compliance Officer and Secretary from August 2018 to August 2023.

He served as Senior Vice President, General Counsel and Secretary of Neenah, Inc.

(f/k/a Neenah Paper, Inc.), which spun off from Kimberly-Clark Corporation in December 2004, from June 2004 to July 2018.

Heinrichs joined Kimberly-Clark as Chief Counsel, Pulp and Paper and General Counsel for Neenah, Inc.

Melissa Rasmussen has served as the Company’s Senior Vice President and Chief Financial Officer since March 2025.

Before joining Mueller, she was the Chief Financial Officer of National Vision Holdings, Inc., an optical retail company, from January 2023 to March 2025 and Chief Accounting Officer from August 2019 to January 2023.

Prior to this, Ms.

Rasmussen held various financial management roles of increasing responsibility at Lexmark International, Inc.

from 1998 to 2019, culminating in her service as Lexmark International’s Global Corporate Controller.

Throughout her 25-year career, she has gained significant financial and operational experience through various roles, including in mergers and acquisitions, capital market transactions, financial planning and analysis, international operations, investor relations and systems implementation.

Rasmussen earned a Bachelor of Science in Accounting from the University of Kentucky and is a Certified Public Accountant.

Index to Financial Statements

employment with Kimberly-Clark, Mr.

Heinrichs served as Associate General Counsel and Assistant Secretary for Mariner Health Care, Inc., a nursing home and long-term acute care hospital company.

Before joining Mariner Health Care in 2003, Mr.

Heinrichs served as Associate General Counsel and Assistant Secretary for American Commercial Lines LLC, a leading inland barge and shipbuilding company from 1998 through 2003.

Heinrichs engaged in the private practice of law with Skadden, Arps, Slate, Meagher and Flom LLP and Shuttleworth, Smith, McNabb and Williams PLLC from 1994 through 1998.

Heinrichs earned a Master of Business Administration from the Kellogg School of Management at Northwestern University, his law degree from Tulane University, and his Bachelor of Arts degree from the University of Virginia.

Carroll has served as our Senior Vice President, General Counsel and Corporate Secretary since January 2024.

He served as Vice President, General Counsel and Corporate Secretary from August 2023 to January 2024, as Vice President, Deputy General Counsel and Assistant Secretary from January 2019 to August 2023 and Senior Assistant General Counsel from March 2013 to January 2019.

Carroll has served as our Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary since March 2025.

He served as Senior Vice President, General Counsel and Corporate Secretary from January 2024 to March 2025, as Vice President, General Counsel and Corporate Secretary from August 2023 to January 2024, as Vice President, Deputy General Counsel and Assistant Secretary from January 2019 to August 2023 and as Senior Assistant General Counsel from March 2013 to January 2019.

Prior to joining us, Mr.

Carroll held various positions at Atlanticus Holdings Corporation and Motorola Inc and engaged in the private practice of law with Taylor English Duma LLP.

Carroll earned a Bachelor of Electrical Engineering and a Master of Electrical Engineering from Georgia Institute of Technology and his law degree from Georgia State University.

Carroll held various positions at Atlanticus Holdings Corporation and Motorola Inc.

and engaged in the private practice of law with Taylor English Duma LLP.

Carroll earned a Bachelor of Electrical Engineering degree and a Master of Electrical Engineering degree from Georgia Institute of Technology and a Juris Doctor degree from Georgia State University.

Floyd has served as our Senior Vice President, Sales and Marketing since March 2024.

He served as Senior Vice President, Water Flow Solutions from October 2021 to March 2024, as Senior Vice President, Infrastructure from June 2020 to September 2021, as Vice President and General Manager - Specialty Valves from February 2019 to May 2020, as Plant Manager of our Cleveland, Tennessee facility from October 2007 to February 2019, as Plant Manager of our Brownsville, Texas facility from March 2016 to February 2019, and as Operations Manager of our Cleveland, Tennessee facility from September 1998 to October 2007.

Darin Harvey has served as our Senior Vice President, Operations and Supply Chain since September 2025.

He previously served as Executive Vice President of Supply Chain and Manufacturing Operations at Advanced Drainage Systems, Inc.

from October 2018 to August 2025, Vice President, Supply Chain and Manufacturing at Forum Energy Technologies, Inc.

from November 2014 to October 2018, and Vice President of Integrated Supply Chain at Honeywell International Inc.

from July 2010 to December 2014.

Harvey earned a Bachelor of Science degree from Florida State University and a Master of Business Administration degree from the University of Tennessee, Knoxville.

Helms has served as our Senior Vice President and Chief Human Resources Officer since February 2020.

1 unchanged sentence

Helms held the position of Executive Vice President and Chief Human Resource Officer at Synovus Financial Corporation and as Senior Vice President, Human Resources at Genuine Parts Company.

Helms earned a Bachelor of Science degree from King College, a Bachelor of Mechanical Engineering from Georgia Institute of Technology and a Master of Business Administration from Ohio University.

Feyerherm has served as our Vice President, Operations Controller since November 2019.

Previously, Ms.

Helms earned a Bachelor of Science degree from King College, a Bachelor of Mechanical Engineering degree from Georgia Institute of Technology and a Master of Business Administration degree from Ohio University.

Feyerherm has served as our Vice President, Chief Accounting Officer and Corporate Controller since August 2025.

She served as Vice President, Operations Controller from November 2019 to August 2025.

Prior to joining Mueller, Ms.

Feyerherm served as a Financial Officer of the Water Products division of Lonza Group, Ltd.

1 unchanged sentence

Feyerherm earned her Bachelor of Science degree from the State University of New York and is a certified public accountant.

Smith has served as our Vice President and Chief Accounting Officer since January 2021.

Previously, Ms.

Smith served as Chief Accounting Officer for ModivCare Inc.

from February 2019 through November 2020 and for Cumulus Media from May 2017 through February 2019.

Smith is a certified public accountant, and she earned a Bachelor of Science degree from The Ohio State University and a Master of Business Administration from Georgia State University.

Van Arsdell has been a member of our Board of Directors since July 2019 and has served as our Non-Executive Chair since February 2024.

1 unchanged sentence

He also served as a member of Deloitte’s board of directors from 2003-2009, during which time he held the position of Vice-Chair.

Van Arsdell has served as a member of the board of directors of Old National Bancorp since February 2022 and has been a member of the audit committee of Brown Brothers Harriman since 2015.

Van Arsdell has served as a member of the board of directors of Old National Bancorp since February 2022 and was a member of the audit committee of Brown Brothers Harriman from 2015 to March 2025.

Van Arsdell previously served as a director of First Midwest Bancorp, Inc.

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He is a certified public accountant.

Franklin has been a member of our Board of Directors since November 2010.

Franklin serves as the President of Clarke-Franklin & Associates, Inc., a management consulting firm, and of Clark Lyons LLC, a business development and professional services firm.

She is also a co-founder of Authenticity Partners.

In addition, Ms.

Franklin serves as a board member of the National Center for Civil and Human Rights and is a board member of the Paul Volcker Alliance.

From 2002 to 2010, Ms.

Franklin was mayor of Atlanta, Georgia.

Franklin earned a Bachelor of Arts degree in sociology from Howard University and a Master of Arts degree in sociology from the University of Pennsylvania.

Garcia has been a member of our Board of Directors since August 2024.

3 unchanged sentences

From January 2020 to August 2020, Mr.

Garcia served as the Executive

Index to Financial Statements

Vice President and Chief Financial Officer of Weatherford International, a publicly listed oil services company.

Garcia served as the Executive Vice President and Chief Financial Officer of Weatherford International, a publicly listed oil services company.

From 2016 to 2019, Mr.

5 unchanged sentences

since May 2024.

He served as a Director of Dana Incorporated from January 2025 to June 2025 and of Keane Group, Inc.

from May 2017 to October 2019.

Garcia earned a Bachelor of Science degree in business economics from the University of the Philippines and a Master of Science degree in management from Purdue University.

2 unchanged sentences

Hansen served as the Executive Vice President and Vice Chairman of Illinois Tool Works Inc.

(“ITW”), a manufacturer of fasteners and components, consumable systems and a variety of specialty products and equipment.

(“ITW”), a manufacturer of fasteners and components,

Index to Financial Statements

consumable systems and a variety of specialty products and equipment.

He joined ITW in 1980 as sales and marketing manager of the Shakeproof Industrial Products businesses.

9 unchanged sentences

He serves as a Board Member of Children’s Aid and Family Services of New Jersey.

Healy earned his Bachelor of Science in Commerce from the University of Virginia and an MBA with a concentration in finance from the University of Chicago.

Healy earned his Bachelor of Science in Commerce from the University of Virginia and a Master of Business Administration degree with a concentration in finance from the University of Chicago.

Christine Ortiz has been a member of our Board of Directors since November 2018.

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Bush, and served as the Dean for Graduate Education at Massachusetts Institute of Technology from 2010 to 2016.

She is also the founder of an innovative, nonprofit, higher education educational institution, Station1.

She is also the founder of an innovative, nonprofit, higher education institution, Station1.

Ortiz has served as a director of Enovis Corporation since 2022.

7 unchanged sentences

Sharritts earned a Bachelor of Science degree in Business Administration from The Ohio State University.

Slobodow has been a member of our Board of Directors since October 2022.

Slobodow is Chief Executive Officer of Better Being Co., a manufacturer and distributor of supplements and personal care products.

From 2021 to 2023, he served as an Operating Partner of Operational Resource Group, LLC and from 2015 to 2020 he served as an Operating Executive at Golden Gate Capital, where, between 2007 and 2015, he also held senior leadership positions in multiple former portfolio companies.

Prior to joining Golden Gate Capital, Mr.

Slobodow held multiple leadership positions within Johnson & Johnson Consumer Products from 2003 to 2007 and was a Principal at A.T.

Kearney from 2000 to 2003.

Slobodow holds a Bachelor of Science degree in Industrial and Manufacturing Engineering and a Master of Business Administration degree from the Massachusetts Institute of Technology Sloan School of Management.

Thomas has been a member of our Board of Directors since January 2008.

Thomas served as President and Chief Executive Officer of Noblis, Inc., a public interest scientific research, technology and strategy company, from 1996 to 2007.

She was previously with The MITRE Corporation, Center for Environment, Resources and Space, serving as Senior Vice President and General Manager from 1992 to 1996, Vice President from 1989 to 1992 and Technical Director from 1982 to 1989.

In 2013, she was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year.

Thomas is also a member of the Council on Foreign Relations.

She earned a Bachelor of Science degree in zoology from Howard University, a Master of Science degree in microbiology from American University and a Doctor of Philosophy degree in cytology from Howard University.

Index to Financial Statements

Karl Niclas Ytterdahl has been a member of our Board of Directors since February 2023.

Prior to his appointment as a member of the Board, Mr.

Ytterdahl served as Board Observer from October 2022 to February 2023.

He is an Independent Sponsor, partnering with capital investors to consolidate vehicle service sector companies, and the former Executive Chairman and Chief Operating Officer of Industrial Service Solutions (“ISS”), an industrial service provider for critical process equipment and a portfolio company of Wynnchurch Capital, a private equity firm.

Prior to joining ISS, Mr.

Ytterdahl was the President of Dover Vehicle Service Group and a Senior Vice President at Dover Corporation.

From 2006 to 2011, Mr.

Ytterdahl was Chief Procurement Officer at AES and from 2000 to 2006, he held various roles including Vice President and General Manager at Fisher Scientific and President at Fisher Scientific Switzerland.

Ytterdahl began his career at the management consulting firms A.T.

Kearney and Accenture.

He has previously served as a director on the board of Advanced Converting Works and currently serves on the board of Euro Motorparts Group.

Ytterdahl earned a Master of Science degree from Chalmers University of Technology and Master of Science degree from the MIT Sloan School of Management.

Bentina Chisolm Terry has been a member of our Board of Directors since February 2025.

Prior to her election as a member of the Board, Ms.

Terry was a Board Observer from December 2024 to February 2025.

Terry is the President and Chief Executive Officer of Southern Linc and Southern Telecom, subsidiaries of Southern Company, a provider of LTE wireless and dark fiber networks and services to Southern Company electric utilities and external customers.

She began her career in the Southern Company system in 2001, holding a number of senior leadership roles in many areas of the business, including Senior Vice President of Customer Strategy and Solutions from 2021 to 2024 and Senior Vice President, Regional External Affairs & Community Engagement from 2017 to 2021 at Southern Company subsidiary Georgia Power Company.

Terry earned a Bachelor of Arts degree from North Carolina State University and a Juris Doctor degree from the University of Michigan.

Weaver has been a member of our Board of Directors since February 2025.

Prior to his election as a member of the Board, Mr.

Weaver was a Board Observer from December 2024 to February 2025.

Weaver formerly served as the President of DuPont Water & Protection, a segment of DuPont de Nemours, Inc., a global leader in science and technology, from September 2021 to February 2025.

He began his career with DuPont in 2003, holding various leadership roles including Vice President of Investor Relations from 2019 to 2021 and Vice President of Americas Commercial, Mobility & Materials from 2016 to 2019.

Weaver earned a Bachelor of Science degree from the University of Alabama and a Master of Business Administration degree from the University of Pennsylvania.

Additional Information

Additional information required by this item, as well as information relating to compliance with Section 16(a) of the Exchange Act, will be contained in our definitive proxy statement issued in connection with the 2025 Annual Meeting of Stockholders filed with the SEC within 120 days after September 30, 2024 and is incorporated herein by reference.

The other information required by this item, as well as information relating to compliance with Section 16(a) of the Exchange Act, is incorporated herein by reference to the “Elections of Directors” “Ratification of Appointment of Registered Public Accounting Firm” and “Delinquent Section 16(a) Reports” sections of our definitive proxy statement to be issued in connection with the 2026 Annual Meeting of Stockholders.

Our website address is www.muellerwaterproducts.com .

2 unchanged sentences

These reports should also be available through the SEC’s website at www.sec.gov .

Index to Financial Statements

We have adopted a written code of conduct that applies to all directors, officers and employees, including a separate code that applies only to our principal executive officer and senior financial officers in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder.

11 unchanged sentences

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES,” the information required by this item will be contained in our definitive proxy statement issued in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Index to Financial Statements

Securities Authorized for Issuance under Equity Compensation Plans

1 unchanged sentence

(1) The Mueller Water Products, Inc.

2006 Employee Stock Purchase Plan (“ESPP”), as amended;

Second Amended and Restated 2006 Employee Stock Purchase Plan (“ESPP Plan”);

and (2) The Mueller Water Products, Inc.

2006 Stock Incentive Plan (“2006 Plan”), as amended.

The following table sets forth certain information relating to these equity compensation plans at September 30, 2024.

Third Amended and Restated 2006 Stock Incentive Plan (“2006 Plan”), as amended.

The following table sets forth certain information relating to these equity compensation plans as of September 30, 2025:

Number of securities

10 unchanged sentences

6,740,076 (3)

ESPP 24,621 — 1,792,275 (4)

ESPP Plan 20,845 — 3,499,685 (4)

Total 1,989,811 10,239,761

3 unchanged sentences

(2) Weighted-average exercise price of 908,204 options.

(3) The number of securities initially available for issuance under the 2006 Plan was 20,500,000 shares.

(4) The number of securities initially available for issuance under the ESPP Plan was 5,800,000 shares.

(3) The number of securities available for issuance under the 2006 Plan is 23,800,000 shares.

(4) The number of securities available for issuance under the ESPP Plan is 7,600,000 shares.

Index to Financial Statements

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be contained in our definitive proxy statement issued in connection with our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this item is incorporated herein by reference to the “Election of Directors” section of our definitive proxy statement to be issued in connection with our 2026 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be contained in our definitive proxy statement issued in connection with our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this item is incorporated herein by reference to the “Fees and Services of the Independent Registered Public Accounting Firm” section of our definitive proxy statement to be issued in connection with our 2026 Annual Meeting of Stockholders.

Index to Financial Statements

3 unchanged sentences

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets at September 30, 2024 and 2023 F-4

Consolidated Balance Sheets as of September 30, 2025 and 2024 F-4

Consolidated Statements of Operations for the years ended September 30, 2025, 2024 and 2023 F-5

2 unchanged sentences

Consolidated Statements of Cash Flows for the years ended September 30, 2025, 2024 and 2023 F-8

Notes to Consolidated Financial Statements for the three years ended September 30, 2024, 2023 and 2022 F-9

Notes to Consolidated Financial Statements as of and for the three years ended September 30, 2025, 2024 and 2023 F-9

(b) Financial Statement Schedules

20 unchanged sentences

001-32892) filed on January 10, 2017.

3.1 Second Amended and Restated Bylaws of Mueller Water Products, Inc.

3.1 Third Amended and Restated Bylaws of Mueller Water Products, Inc.

Incorporated by reference to Exhibit 3.1 to Mueller Water Products, Inc.

18 unchanged sentences

Mueller Water Products, Inc.

Second Amended and Restated 2006 Stock Incentive Plan.

Incorporated by reference to Exhibit D to Mueller Water Products, Inc.

Third Amended and Restated 2006 Stock Incentive Plan.

Incorporated by reference to Exhibit C to Mueller Water Products, Inc.

Form DEF 14A (File no.

001-32892) filed on January 15, 2016.

001-32892) filed on December 18, 2024 .

Index to Financial Statements

5 unchanged sentences

Mueller Water Products, Inc.

Amended and Restated 2006 Employee Stock Purchase Plan.

Incorporated by reference to Exhibit C to Mueller Water Products, Inc.

Second Amended and Restated 2006 Employee Stock Purchase Plan.

Incorporated by reference to Exhibit B to Mueller Water Products, Inc.

Form DEF 14A (File no.

001-32892) filed on January 15, 2016.

Mueller Water Products, Inc.

Directors’ Deferred Fee Plan.

Incorporated by reference to Exhibit 10.7 to Mueller Water Products, Inc.

8-K (File no.

001-32892) filed on May 30, 2006.

001-32892) filed on December 18, 2024 .

Form of Mueller Water Products, Inc.

62 unchanged sentences

001-32892) filed on May 9, 2023.

S eventh Amendment to Credit Agreement, dated March 28, 2024.

Seventh Amendment to Credit Agreement, dated March 28, 2024.

Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc.

5 unchanged sentences

001-32892) filed on December 14, 2023.

N otice of Early Termination of Waiver Period, dated February 6, 2024.

Notice of Early Termination of Waiver Period, dated February 6, 2024.

Incorporated by reference to Exhibit 10.2 to Mueller Water Products, Inc.

Form 10-Q (File no.

001-32892) filed on Feb r uary 9, 2024.

001-32892) filed on February 9, 2024.

10.21 Purchase Agreement, dated March 7, 2012, among Mueller Water Products, Inc., Mueller Group, LLC and USP Holdings Inc.

27 unchanged sentences

001-32892) filed on December 14, 2023.

Employment Agreement, dated January 4, 2017, by and between Mueller Water Products Inc.

and John Scott Hall.

10.29.6+ Letter Agreement, dated December 9, 2024, by and between Mueller Water Products, Inc.

and Marietta Edmunds Zakas.

Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc.

Form 8-K (File no.

001-32892) filed on January 10, 2017.

Executive Change-in-Control Severance Agreement, dated September 30, 2019 by and between Mueller Water Products Inc.

001-32892) filed on December 11, 2024.

10.29.7+ Transition Agreement, dated November 6, 2025, by and between Mueller Water Products, Inc.

and Marietta E.

Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc.

24 unchanged sentences

001-32892) filed on December 14, 2023.

L etter Ag reement, dated September 5, 2024, by and between Muel ler Water Products, Inc.

Letter Agreement, dated September 5, 2024, by and between Mueller Water Products, Inc.

and Steven S.

Inc orporated by reference to Exhibit 10.1 to M ueller Water Products, Inc.

Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc.

Form 8-K (File no.

001-32892) filed on September 5, 2024.

10.31.6+ Letter Agreement, dated November 6, 2025, by and between Mueller Water Products, Inc.

and Paul McAndrew.

Incorporated by reference to Exhibit 10.2 to Mueller Water Products, Inc.

Form 8-K (File no.

001-32982) filed on November 6, 2025.

10.32+ Mueller Water Products, Inc.

3 unchanged sentences

001-32892) filed on November 19, 2021.

M ueller Water Products , Inc.

Form of Perfor mance Restricted Stock Unit Award Agreement - Market Units (awards granted for fiscal 2023).

M ueller Water Products, Inc.

Form of Performance Restricted Stock Unit Awar d Agreement - Market Units (awards granted after fiscal 2023).

M ueller Water Products, Inc.

Form of Performance Restricted Stoc k Unit Award Agreement - ROIC Units (awards grant ed for fiscal 2023).

M ueller Water Products, Inc.

Form of Perfor mance Restricted Stock Unit Award Agreement - ROIC Units (awards granted after fiscal 2023).

Mueller Water Products, Inc.

Form of Restricted Stock Unit Award Agreement (awards granted through fiscal 2023) .

Form of Performance Restricted Stock Unit Award Agreement - Market Units (awards granted for fiscal 2023).

Incorporated by reference to Exhibit 10.32.1 to Mueller Water Products, Inc.

1 unchanged sentence

001-32892) filed on November 20, 2024.

M ueller Water Products , Inc.

Form of Restricted Stock Unit Award Agreement (awards granted after fisc al 2023).

Mueller Water Products, Inc.

Form of Performance Restricted Stock Unit Award Agreement - Market Units (awards granted after fiscal 2023).

Incorporated by reference to Exhibit 10.32.2 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed on November 20, 2024.

Mueller Water Products, Inc.

Form of Performance Restricted Stock Unit Award Agreement - ROIC Units (awards granted for fiscal 2023).

Incorporated by reference to Exhibit 10.32.3 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed on November 20, 2024.

Mueller Water Products, Inc.

Form of Performance Restricted Stock Unit Award Agreement - ROIC Units (awards granted after fiscal 2023).

Incorporated by reference to Exhibit 10.32.4 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed on November 20, 2024.

Index to Financial Statements

10.32.5+ Mueller Water Products, Inc.

Form of Performance Restricted Stock Unit Award Agreement - Market Units (awards granted after fiscal 2024).

Incorporated by reference to Exhibit 10.4 to Mueller Water Products, Inc.

Form 10-Q (File no.

001-32892) filed on February 5, 2025.

10.32.6+ Mueller Water Products, Inc.

Form of Performance Restricted Stock Unit Awards Agreement - ROIC Units (awards granted after fiscal 2024).

Incorporated by reference to Exhibit 10.5 to Mueller Water Products, Inc.

Form 10-Q (File no.

001-32892) filed on February 5, 2025.

Mueller Water Products, Inc.

Form of Restricted Stock Unit Award Agreement (awards granted through fiscal 2023) .

Incorporated by reference to Exhibit 10.33 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed on November 19, 2021.

Mueller Water Products, Inc.

Form of Restricted Stock Unit Award Agreement (awards granted after fiscal 2023).

Incorporated by reference to Exhibit 10.

33.1 to Mueller Water Products, Inc.

Form 10- K ( F ile no.

001-32892) filed on November 20, 2024.

10.33.2+ Mueller Water Products, Inc.

Form of Restricted Stock Unit Award Agreement (awards granted after fiscal 2024).

Incorporated by reference to Exhibit 10.6 to Mueller Water Products, Inc.

Form 10-Q (File no.

001-32892) filed on February 5, 2025.

Mueller Water Products, Inc.

Form of Stock Option Grant Award Agreement (awards granted through fiscal 2023) .

2 unchanged sentences

001-32892) filed on November 19, 2021.

M ueller Water Products, Inc.

Mueller Water Products, Inc.

Form of Stock Option Grant Award Agreement (awards granted after fiscal 2023).

10.35 Cooperation Agreement dated October 11, 2022, among Mueller Water Products, Inc.

and Ancora Catalyst Institutional, LP;

Ancora Merlin Institutional, LP;

Ancora Catalyst, LP;

Ancora Merlin, LP;

Ancora Alternatives LLC;

Ancora Advisors, LLC;

Ancora Family Wealth Advisors, LLC;

The Ancora Group LLC;

Inverness Holdings LL;

Ancora Holdings Group, LLC and Frederick D.

Incorporated by reference to Exhibit 10.34.1 to Mueller Water Products, Inc.

Form 8-K (File no 001-32892) filed on October 13, 2022.

Form 10-K (File no.

001-32892) filed on November 20, 2024.

10.34.2+ Mueller Water Products, Inc.

Form of Stock Option Grant Awards Agreement (awards granted after fiscal 2024).

Incorporated by reference to Exhibit 10.7 to Mueller Water Products, Inc.

Form 10-Q (File no.

001-32892) filed on February 5, 2025.

Letter Agreement, dated August 21, 2023, by and between Mueller Water Products, Inc.

22 unchanged sentences

001-32892) filed on May 7, 2024.

M ueller Water Products, Inc.

Mueller Water Products, Inc.

Form of Retention Award Agreement.

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001-32892) filed on December 14, 2023.

10.38+ Offer Letter, dated January 9, 2025, by and between Mueller Water Products, Inc.

and Melissa Rasmussen.

Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc.

Form 8-K (File no.

001-32892) filed on January 16, 2025.

10.39+ Mueller Water Products, Inc.

Executive Severance Plan.

Incorporated by reference to exhibit 10.3 to Mueller Water Products, Inc.

Form 10-Q (File no.

001-32892) filed on February 5, 2025.

Code of Business Conduct and Ethics for Mueller Water Products, Inc.

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Insider Trading Policy.

Incorporated by reference to Exhibit 19.1 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed on November 20, 2024.

Subsidiaries of Mueller Water Products, Inc.

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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Index to Financial Statements

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Marietta Edmunds Zakas

/s/ Steven S.

Heinrichs Chief Financial Officer and Chief Legal and Compliance Officer (Principal Financial Officer)

November 20, 2024

/s/ Suzanne G.

Smith Vice President and Chief Accounting Officer (Principal Accounting Officer)

/s/ Melissa Rasmussen Senior Vice President and Chief Financial Officer (Principal Financial Officer) November 19, 2025

Melissa Rasmussen

/s/ Richelle Feyerherm Vice President and Chief Accounting Officer (Principal Accounting Officer)

November 19, 2025

Richelle Feyerherm

/s/ Stephen C.

Van Arsdell Non-Executive Chair of the Board of Directors November 19, 2025

/s/ Shirley C.

Franklin Director November 20, 2024

/s/ Christian A.

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Sharritts Director November 19, 2025

Slobodow Director November 20, 2024

Thomas Director November 20, 2024

/s/ Karl Niclas Ytterdahl

Director November 20, 2024

Karl Niclas Ytterdahl

/s/ Bentina Chisolm Terry Director November 19, 2025

Bentina Chisolm Terry

/s/ Leland G.

Weaver Director November 19, 2025

Index to Financial Statements

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Valuation of Goodwill

Description of the Matter At September 30, 2024 , the Company’s remaining goodwill balance was $ 80.7 million and is within the Water Management Solutions segment.

As described in Note 5 to the consolidated financial statements, goodwill is tested at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

The Company performed its annual impairment test of the remaining goodwill and determined the reporting unit fair value using the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

Description of the Matter As of September 30, 2025, the Company’s goodwill balance was $ 89.2 million and relates to a reporting unit within the Water Management Solutions segment.

As described in Note 5 to the consolidated financial statements, goodwill is tested for impairment at the reporting unit level on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

The Company performed its annual impairment test of goodwill and determined the reporting unit fair value using the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

Auditing management’s estimate of the reporting unit fair value using the discounted cash flow method was complex due to the significant estimation involved in determining the fair value of the reporting unit.

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par value $ 0.01 per share;

60,000,000 shares authorized, none outstanding at September 30, 2024 and 2023

60,000,000 shares authorized, none outstanding as of September 30, 2025 and 2024

Common stock:

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600,000,000 shares authorized;

156,227,170 and 155,871,932 shares outstanding at September 30, 2024 and 2023, respectively

156,331,004 and 156,227,170 shares outstanding as of September 30, 2025 and 2024, respectively

Additional paid-in capital 1,158.9 1,205.2

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Operating income 260.6 181.7 127.4

Pension expense (benefit) other than service 4.0 3.7 ( 3.9 )

Pension (benefit) expense other than service ( 0.2 ) 4.0 3.7

Interest expense, net 6.6 12.7 14.7

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Net income $ 191.7 $ 115.9 $ 85.5

Net income per share:

Basic $ 0.74 $ 0.55 $ 0.49

Diluted $ 0.74 $ 0.55 $ 0.48

Net income per basic share $ 1.23 $ 0.74 $ 0.55

Net income per diluted share $ 1.22 $ 0.74 $ 0.55

Weighted average shares outstanding:

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(in millions)

Balance at September 30, 2021 $ 1.6 $ 1,342.2 $ ( 643.9 ) $ ( 5.0 ) $ 694.9

Balance as of September 30, 2022 $ 1.6 $ 1,279.6 $ ( 567.3 ) $ ( 44.6 ) $ 669.3

Net income — — 85.5 — 85.5

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Other comprehensive loss, net of tax — — — ( 4.1 ) ( 4.1 )

Balance at September 30, 2022 1.6 1,279.6 ( 567.3 ) ( 44.6 ) 669.3

Balance as of September 30, 2023 1.6 1,240.4 ( 481.8 ) ( 48.7 ) 711.5

Net income — — 115.9 — 115.9

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Stock repurchased under buyback program — ( 10.0 ) — — ( 10.0 )

Other comprehensive loss, net of tax — — — ( 4.1 ) ( 4.1 )

Balance at September 30, 2023 1.6 1,240.4 ( 481.8 ) ( 48.7 ) 711.5

Other comprehensive income, net of tax — — — 17.9 17.9

Balance as of September 30, 2024 1.6 1,205.2 ( 365.9 ) ( 30.8 ) 810.1

Net income — — 191.7 — 191.7

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Other comprehensive income, net of tax — — — 26.2 26.2

Balance at September 30, 2024 $ 1.6 $ 1,205.2 $ ( 365.9 ) $ ( 30.8 ) $ 810.1

Balance as of September 30, 2025 $ 1.6 $ 1,158.9 $ ( 174.2 ) $ ( 4.6 ) $ 981.7

The accompanying notes are an integral part of the consolidated financial statements.

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Non-cash asset impairment 1.0 1.8 —

Loss (gain) on sale of assets

0.5 ( 4.0 ) —

(Gain) loss on sale of assets ( 0.2 ) 0.5 ( 4.0 )

Stock-based compensation 10.7 9.0 8.5

Pension cost (benefit) 4.6 4.4 ( 2.6 )

Pension cost 0.5 4.6 4.4

Deferred income taxes ( 7.0 ) ( 21.5 ) ( 14.4 )

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Other, net 0.9 1.0 0.9

Changes in assets and liabilities, net of acquisitions:

Changes in assets and liabilities:

Receivables, net ( 2.4 ) 8.4 10.9

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Capital expenditures ( 47.3 ) ( 47.4 ) ( 47.6 )

Acquisitions, net of cash acquired — — ( 0.2 )

Proceeds from sales of assets 0.2 0.2 5.5

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Cash and cash equivalents at end of year $ 431.5 $ 309.9 $ 160.3

The accompanying notes are an integral part of the consolidated financial statements.

Index to Financial Statements

Supplemental cash flow information:

Cash paid for interest $ 10.0 $ 15.1 $ 19.2

Cash paid for income taxes $ 74.4 $ 37.7 $ 26.9

Cash paid for interest, net $ 5.5 $ 10.0 $ 15.1

Cash paid for income taxes, net $ 69.1 $ 74.4 $ 37.7

Non-cash investing and financing activities:

Property, plant and equipment accrued and unpaid $ 8.8 $ — $ —

Property, plant and equipment acquired through finance leases $ 2.8 $ 2.3 $ 0.9

The accompanying notes are an integral part of the consolidated financial statements.

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Wells Fargo’s contribution to the investment fund is consolidated in our financial statements within Other noncurrent liabilities as a result of its redemption features.

Index to Financial Statements

Direct costs associated with Wells Fargo’s capital contribution were netted against the recorded proceeds, resulting in a net cash contribution of $ 3.9 million.

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Incremental costs to maintain the structure during the compliance period are expensed as incurred and were immaterial to the consolidated financial statements.

Index to Financial Statements

Summary of Significant Accounting Policies

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To reduce credit risk, credit investigations are generally performed prior to accepting orders from new customers and, when necessary, we require letters of credit, bonds or other instruments to ensure payment.

We present trade receivables net of customer discounts and an allowance for credit losses.

Our consolidated statements of operations reflect the measurement of credit losses for newly recognized trade receivables, as well as the expected increases or decreases of expected credit losses that have taken place during the period.

When we determine a specific trade receivable will not be collected, we charge off the uncollectible amount against the allowance.

Our periodic evaluations of expected credit losses are based upon our judgments regarding prior collection experience, specific customer creditworthiness, other current conditions, and forecasts of current economic trends within the industries we serve that may affect the collectability of the reported amounts.

Significantly weaker than anticipated industry or economic conditions could impact our customers’ ability to pay such that actual credit losses may be greater than the amounts provided for in this allowance.

We present trade receivables net of expected customer discounts and an allowance for credit losses.

Our consolidated statements of operations include the expected credit losses either arising or changing during the period for our receivables.

In the period in which we determine a receivable will not be collected, in whole or in part, we write-off the uncollectible amount against the allowance.

Our judgments of expected credit losses are based on prior collection experience, customer creditworthiness, other current conditions, and forecasts of economic trends which may affect the collectability of the receivables.

Differences in actual rather than expected industry or economic conditions could impact our customers’ ability to pay resulting in actual credit losses differing from the amounts included in the allowance and such differences could be significant.

The following table summarizes information concerning our allowance for credit losses:

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Inventory disposed ( 9.9 ) ( 8.7 ) ( 3.5 )

Other 0.1 ( 1.0 ) 1.3

Balance at end of year $ 23.4 $ 21.4 $ 16.8

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Depreciation is recorded using the straight-line method over the estimated useful lives of the assets once the asset is ready for its intended use and placed in service.

Estimated useful lives are 10 to 20 years for land improvements, 10 to 40 years for

Index to Financial Statements

buildings and 3 to 20 years for machinery and equipment.

Estimated useful lives are 10 to 20 years for land improvements, 10 to 40 years for buildings and 3 to 20 years for machinery and equipment.

Leasehold improvements and capitalized leases are depreciated using the straight-line method over the lesser of the useful life of the asset or the remaining lease term.

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Capitalized costs are depreciated over the estimated useful life of the system or software, generally six years , beginning when the system or software is ready for its intended use.

Index to Financial Statements

Liabilities are recognized at fair value for asset retirement obligations related to plant and landfill closures in the period in which they are reasonably estimable and the carrying amounts of the related long-lived assets are correspondingly adjusted.

Over time, the liabilities are accreted to their estimated future values.

At September 30, 2024, and 2023, asset retirement obligations were $ 4.2 million.

As of September 30, 2025, and 2024, asset retirement obligations, which are included in Other current liabilities and Other noncurrent liabilities, were $ 4.8 million and $ 4.2 million, respectively.

Refer to Note 4.

for information regarding our leases.

Accounting for the Impairment of Long-Lived Assets.

We test indefinite-lived intangible assets and goodwill for impairment annually or more frequently if events or circumstances indicate impairment is possible.

We perform our annual impairment testing at September 1.

We amortize finite-lived intangible assets over their respective estimated useful lives and review for impairment if events or circumstances indicate impairment is possible.

Goodwill and Intangible Assets.

We test goodwill and indefinite-lived intangible assets for impairment annually or more frequently if events or circumstances indicate impairment is possible.

We perform our annual impairment testing as of September 1.

Refer to Note 5.

for information regarding our goodwill impairment testing.

for information regarding our goodwill and indefinite-lived intangible asset impairment testing.

Impairment of Long-Lived Assets.

Long-lived assets, such as property and equipment and intangibles with finite lives, are amortized and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets of an asset group may not be recoverable.

An asset group is generally established by identifying the lowest level of cash flows generated by a group of assets that are largely independent of the cash flows of other groups of assets.

Recoverability of an asset group to be held and used is measured by a comparison of the carrying amount of the asset group to estimated undiscounted future cash flows expected to be generated by the asset group.

If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset group.

Workers’ Compensation.

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Liabilities, including those related to claims incurred but not reported, are recorded principally using periodic valuations based on discounted future expected payments and using historical data combined with insurance industry data when historical data is limited.

Our gross workers’ compensation liabilities were $ 10.4 million as of September 30, 2024, and we expect to recover $ 6.5 million in insurance and reimbursements which is included as a receivable in Other current assets and Other noncurrent assets.

Our gross workers’ compensation liability, which is included in Other current liabilities and Other noncurrent liabilities, was $ 10.4 million as of September 30, 2025, and we expect to recover $ 6.9 million in insurance and reimbursements which is included as a receivable in Other current assets and Other noncurrent assets.

As of September 30, 2024, our gross worker’s compensation liability was $ 10.4 million and our insurance receivable was $ 6.5 million.

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We accrue for costs to repair and/or replace products pursuant to the terms of our assurance warranties.

These costs include labor, materials, equipment, freight and reasonable overhead costs.

We accrue for the estimated cost of product warranties at the time of sale if such costs are determined to be probable and reasonably estimable at that time.

These costs include labor, materials, equipment, freight and overhead costs.

We accrue for the estimated cost of product warranties at the time of sale.

We monitor and analyze our warranty experience and costs periodically and revise our warranty accruals as necessary.

Factors considered in our accrual analyses include warranty terms, specific claim situations, general incurred and projected failure rates, the nature of product failures, product and labor costs, and general business conditions.

Factors considered in our accrual analyses include warranty terms, specific claim situations, historical incurred and projected failure rates, the nature of product failures, product and labor costs, and general business conditions.

Activity in our accrued warranty, reported within Other current liabilities and Other noncurrent liabilities, is presented below:

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Balance at beginning of year $ 23.6 $ 15.7 $ 10.7

Warranty expense

13.0 14.8 9.5

Warranty provision

( 5.1 ) ( 9.8 ) ( 8.5 )

Provision charged to expense 14.9 13.0 14.8

Warranty utilization ( 12.9 ) ( 5.1 ) ( 9.8 )

Balance at end of year $ 25.6 $ 23.6 $ 15.7

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Deferred financing costs under agreements that do not have outstanding debt such as our asset-based lending agreement (“ABL”), and in other instances, such as our NMTC transaction, are included in Other noncurrent assets consistent with the term of the instrument.

Deferred financing costs of $ 4.5 million at September 30, 2024, include:

Deferred financing costs of $ 3.5 million as of September 30, 2025, include:

$ 2.5 million related to the 4.0% Senior Unsecured Notes (“4.0% Senior Notes”), $ 0.9 million related to the ABL and $ 0.1 million related to the NMTC transaction which are amortized on a straight-line basis.

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Gains and losses resulting from foreign currency transactions are included in earnings as incurred.

For the years ended September 30, 2025 and September 30, 2024, we recorded a foreign exchange loss of $ 9.5 million and $ 2.2 million, respectively.

For the year ended September 30, 2023, we recorded a foreign exchange gain of $ 3.3 million.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2019-12, "Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes” (“ASU 2019-12”).

ASU 2019-12 simplifies the accounting for income taxes by clarifying and amending existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications.

ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted.

We adopted this standard on October 1, 2021 and there was no material impact to our financial statements.

In March 2020, the FASB issued ASU No.

2020-04, "Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (“ASU 2020-04”).

ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts and hedging relationships that reference the London Inter Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform.

ASU 2020-04 is effective from March 12, 2020;

however, the standard may be adopted prospectively from a date within an interim period subsequent to March 12, 2020.

We adopted this standard on October 1, 2021, and there was no material impact to our financial statements.

Index to Financial Statements

Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU No.

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07 “Segment Reporting (Topic 280):

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Upon adoption, ASU 2023-07 should be applied retrospectively to all prior periods.

We do not expect ASU 2023-07 to have a material impact on our financial statement and related disclosures.

The Company adopted this standard using the retrospective method in the fourth quarter of 2025.

The adoption did not have a material impact on the Company’s financial statements disclosures.

Refer to Note 14.

for the additional required disclosures under ASU 2023-07.

Index to Financial Statements

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

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There is also a requirement to separately disclose total selling expenses and provide a definition of those expenses.

This guidance is effective for effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Upon adoption, ASU 2024-03 should be applied on a prospective basis while retrospective application is permitted.

We are currently evaluating the impact ASU 2024-03 will have on our financial statements and related disclosures.

Securities and Exchange Commission (“SEC”) Final Rules

In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures.

The rules require registrants to disclose certain climate-related information, including Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics, in registration statements and annual reports.

Additionally, the rules require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject to materiality thresholds.

The rules are effective on a phased-in timeline in fiscal years beginning in 2025.

In April 2024, due to legal challenges to the rule, the SEC voluntarily stayed implementation of the final rules.

We are currently evaluating the impact the rules may have on our disclosures.

In September 2025, the FASB issued ASU No.

2025-06 “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”).

ASU 2025-06 removes references to software development project stages and considers different software development methods, including methods that entities may use to develop software in the future.

The ASU requires entities to capitalize software costs when:

(1) Management has authorized and committed to funding the software project and (2) It is probable that the project will be completed, and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”).

In evaluating the probable-to-complete threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software.

Disclosure of the capitalized internal-use software balance and accumulated amortization at the balance sheet date, along with amortization for the period and a description of the method to compute amortization is required.

The guidance is effective for annual fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods.

Early adoption is permitted at the beginning of an annual period.

Upon adoption, ASU 2025-06 may be applied on a retrospective, prospective or modified prospective basis, with a cumulative effect adjustment to retained earnings required for retrospective or modified prospective adoption.

We are currently evaluating the impact ASU 2025-06 will have on our financial statements and related disclosures.

Index to Financial Statements

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We determine the appropriate revenue recognition for our contracts with customers by analyzing the type, terms and conditions of each customer contract or arrangement.

Disaggregation of Revenue

Refer to Note 14.

for disaggregation of our revenues from contracts with customers by reportable segment and by geographical region, which we believe best depicts how the nature, amount, timing and certainty of our revenue and cash flows are affected by economic factors.

Geographical region represents the location of the customer.

The table below presents the balances of our customer receivables and deferred revenue:

September 30,

(in millions)

Billed receivables $ 210.8 $ 212.7

Unbilled receivables 4.7 4.5

Gross customer receivables 215.5 217.2

Allowance for credit losses ( 3.6 ) ( 8.3 )

Receivables, net $ 211.9 $ 208.9

Deferred revenue $ 12.1 $ 12.8

Contract Asset and Liability Balances

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Amounts are billed in accordance with contractual terms and unbilled amounts arise when the timing of billing differs from the timing of revenue recognized.

Advance payments and billings in excess of revenue are recognized and recorded as deferred revenue and classified as current or noncurrent based on the timing of when we expect to recognize the related revenue.

We include current deferred revenue and noncurrent deferred revenue within Other current liabilities and Other noncurrent liabilities, respectively, in the accompanying consolidated balance sheets.

Refer to Note 11.

for current and noncurrent amounts.

Advance payments and billings in excess of revenue are recognized and recorded as deferred revenue and classified as Other current liabilities or Other noncurrent liabilities in the accompanying consolidated balance sheets based on the timing of when we expect to recognize revenue.

Deferred revenue represents contract liabilities and is recorded when customers remit cash payments in advance of our satisfaction of performance obligations under contractual arrangements.

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Deferred revenue primarily consists of amounts related to monitoring, leak detection, software and hosting services.

During fiscal year 2024, we recognized approximately $ 8.6 million of revenue that was previously deferred and we recorded approximately $ 12.2 million of additional deferred revenue.

We estimate that currently deferred revenue will be recognized as follows:

$ 7.1 million in 2025, $ 1.4 million in 2026, $ 1.2 million in 2027, $ 1.1 million in 2028, $ 0.6 million in 2029 and $ 1.4 million thereafter.

The table below represents the balances of our customer receivables and deferred revenue:

Activity in deferred revenue is presented below:

September 30,

(in millions)

Billed receivables $ 212.7 $ 218.1

Unbilled receivables 4.5 6.3

Gross customer receivables 217.2 224.4

Allowance for credit losses ( 8.3 ) ( 7.3 )

Receivables, net $ 208.9 $ 217.1

Deferred revenue

Balance at beginning of year $ 12.8 $ 9.2

Revenue deferred 9.5 12.2

Previously deferred revenue recognized ( 10.2 ) ( 8.6 )

Balance at end of year $ 12.1 $ 12.8

Current deferred revenue was $ 7.1 million as of September 30, 2025 and $ 7.1 million as of September 30, 2024.

Noncurrent deferred revenue was $ 5.0 million as of September 30, 2025 and $ 5.7 million as of September 30, 2024.

We estimate that noncurrent deferred revenue will be recognized as follows:

$ 1.5 million in 2027, $ 1.3 million in 2028, $ 0.7 million in 2029, $ 0.5 million in 2030, $ 0.4 million in 2031 and $ 0.6 million thereafter.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer.

Our performance obligations generally are satisfied at a point in time as related to sales of equipment and products and over time as related to our software hosting and leak detection monitoring services.

Performance obligations are supported by customer contracts which provide frameworks for the nature of the distinct products or services.

Our performance obligations are generally satisfied at a point in time for sales of equipment and products and over time for our software hosting and leak detection monitoring services.

Performance obligations are supported by customer contracts which provide

Index to Financial Statements

frameworks for the nature of the distinct products or services.

The transaction price is adjusted for our estimate of variable consideration which may include discounts and rebates.

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The method applied is typically based on historical experience and known trends.

We constrain the amounts of variable consideration that are included in the transaction price to the extent that it is probable that a significant

Index to Financial Statements

reversal in the amount of cumulative revenue recognized will not occur or when uncertainties regarding the variable consideration are resolved.

We include estimated variable consideration in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur in future periods when the uncertainty associated with the variable consideration is subsequently resolved.

We exclude from the measurement of the transaction price all taxes assessed by a governmental authority.

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We offer assurance warranties to our customers that the products provided will function as intended and comply with any agreed-upon specifications.

These cannot be purchased separately.

These warranties cannot be purchased separately.

On limited products, we offer extended warranties, which may be purchased separately.

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As the expected benefit associated with these incremental costs is generally one year or less based on the nature of the product sold and benefits received, we have applied the practical expedient to expense them as incurred and therefore do not capitalize the related costs.

Our commissions are paid based on orders or shipments, and we reserve the right to claw back any commissions in the event of product returns or lost collections.

Our sales commissions are paid based on orders or shipments, and we reserve the right to claw back any commissions in the event of product returns, cancellations or lost collections.

Disaggregation of Revenue

Refer to Note 14.

for information regarding disaggregation of our revenues from contracts with customers by reportable segment and by geographical region based on customer location.

Economic factors may impact the nature, amount, timing and certainty of our revenue and cash flows.

Presentation of Leases

We lease certain office, warehouse, manufacturing, distribution, and research and development facilities and equipment under operating leases.

Our leases have remaining lease terms of up to nine years .

The terms and conditions of our leases may include options to extend or early terminate the lease.

Our leases have remaining lease terms of up to eight years .

The terms and conditions of our leases may include options to extend or terminate the lease early.

These factors are considered at lease inception or at the time of the amendment and included in the lease term when these options are reasonably certain of exercise.

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Additionally, ROU assets include any lease payments made at or before the commencement date, as well as any initial direct costs incurred, and are reduced by any lease incentives received.

As most of our operating leases do not provide an implicit rate, we apply our incremental borrowing rate to determine the present value of our remaining lease payments.

As most of our operating leases do not provide an implicit rate, we apply our incremental

Index to Financial Statements

borrowing rate to determine the present value of our remaining lease payments.

Our incremental borrowing rate is determined based on information available at the lease commencement date.

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We recognize short-term lease cost in our consolidated statements of operations on a straight-line basis over the lease term.

Our short-term lease cost for the years ended September 30, 2024, 2023, and 2022 and short-term lease commitments at September 30, 2024, and 2023 are immaterial.

Index to Financial Statements

Our short-term lease cost for the year ended September 30, 2025 was $ 2.6 million.

Short-term lease cost for the years ended September 30, 2024, and 2023 were immaterial.

Our short-term lease commitments as of September 30, 2025, and 2024 are immaterial.

We have certain lease contracts with terms and conditions that include variable payments based on changes in facts or circumstances occurring after the commencement date.

These variable lease payments are recognized in our consolidated statements of operations as the obligation is incurred.

At September 30, 2024, any legally-binding minimum lease payments for operating leases signed but not yet commenced, subleases, leases that impose significant restrictions or covenants, were immaterial.

As of September 30, 2025, any legally-binding minimum lease payments for operating leases signed but not yet commenced, subleases, or leases that impose significant restrictions or covenants, were immaterial.

We did not have any related-party leases or sale-leaseback arrangements as of September 30, 2025, or September 30, 2024.

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Financing cash used for finance leases $ 1.3 $ 0.9

Supplemental information regarding our lease assets and liabilities is below.

Supplemental information regarding our lease assets and liabilities is presented below:

September 30,

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Index to Financial Statements

Supplemental information related to lease terms and discount rates are presented below.

Supplemental information related to lease terms and discount rates is presented below.

Year ended September 30,

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Finance leases 7.24 % 7.10 %

Scheduled maturities for our lease liabilities at September 30, 2024, are as follows:

Scheduled maturities for our lease liabilities as of September 30, 2025 are as follows:

Operating Leases Finance Leases

5 unchanged sentences

Present value of lease liabilities $ 28.4 $ 4.1

Index to Financial Statements

Goodwill and Intangible Assets

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis on September 1 of each fiscal year or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

The carrying value of the reporting unit, including goodwill, is compared with the estimated fair value of the reporting unit as determined utilizing a combination of the income, market and/or cost approaches.

The carrying value of the reporting unit, including goodwill, is compared with the estimated fair value of the reporting unit as determined utilizing a combination of the income and market approach.

The income approach, which is a level 3 fair value measurement, is based on projected debt-free cash flow estimates which are discounted to the present value using discount rates that consider the timing and risk of those cash flows.

The market approach is based on the guideline public company method, which uses market multiples to value our reporting units as applicable.

The cost approach is based on the net aggregate value of the reporting unit’s underlying assets.

We weight the approaches in a manner considering the risks of the underlying cash flows.

3 unchanged sentences

There are inherent uncertainties related to the assumptions used and to management's application of these assumptions.

We performed our annual impairment testing at September 1, 2024.

The results of the testing indicated that the carrying value of a reporting unit within Water Management Solutions exceeded the fair value primarily due to lower forecasted revenues and profitability based on a change in the forecasted product portfolio.

Such change occurred in the fourth quarter of 2024.

As a result, we recognized an impairment charge of $ 16.3 million during the fiscal year ended September 30, 2024.

We performed our annual impairment testing as of September 1, 2025.

The results of the testing indicated that the fair value exceeded the carrying value of our reporting unit which contained goodwill.

As a result, no impairment charge was recorded during the fiscal year ended September 30, 2025.

As a result of our annual impairment test as of September 1, 2024, we recorded an impairment charge of $ 16.3 million.

Index to Financial Statements

Indefinite-lived Intangible Assets

5 unchanged sentences

This analysis is dependent on management’s best estimates of future revenue and the selection of reasonable discount rates and hypothetical royalty rates.

We performed our annual impairment testing at September 1, 2024 and recorded an impairment charge of $ 0.4 million related to trade names within Water Management Solutions.

The impairment was primarily as a result of lower forecasted cash flow streams from a lower hypothetical royalty rate and a change in the forecasted revenues from the product portfolio associated with certain trade names.

We performed our annual impairment testing as of September 1, 2025 based on quantitative factors and, as a result, no impairment charge was recorded.

Intangible Assets

Direct internal and external costs to develop software used in the provision of services to customers by Water Management Solutions are capitalized and amortized over the six-year estimated useful life of the software, beginning when the software is ready for its intended use.

At September 30, 2024, the remaining weighted-average amortization period for this software was 4.2 years.

Amortization expense related to such software assets was $ 2.6 million in 2024 and $ 2.9 million in 2023 and 2022.

As of September 30, 2025, the remaining weighted-average amortization period for this software was 4.4 years.

Amortization expense related to such software assets was $ 2.2 million in 2025, $ 2.6 million in 2024, and $ 2.9 million in 2023.

Amortization expense for each of the next five years is expected to be $ 2.3 million in 2026, $ 1.8 million in 2027, $ 1.5 million in 2028, $ 1.1 million in 2029 and $ 0.7 million in 2030.

At September 30, 2024, the remaining weighted-average amortization period for business combination-related finite-lived customer relationships and technology intangible assets were 7.3 years and 7.1 years, respectively.

As of September 30, 2025, the remaining weighted-average amortization periods for business combination-related finite-lived customer relationships and technology intangible assets were 6.7 years and 6.2 years, respectively.

Amortization expense related to these assets was $ 5.0 million, $ 24.9 million and $ 25.2 million for 2025, 2024 and 2023, respectively.

Amortization expense for each of the next five years is scheduled to be $ 5.3 million in 2025, $ 5.0 million in 2026, $ 4.8 million in 2027 and 2028 and $ 4.0 million in 2029.

Index to Financial Statements

Amortization expense for each of the next five years is scheduled to be $ 4.9 million in 2026, $ 4.7 million in 2027, $ 4.4 million in 2028, $ 3.8 million in 2029 and $ 3.6 million in 2030.

Intangible assets are presented below:

18 unchanged sentences

Intangible assets, net $ 307.3 $ 309.7

As of September 30, 2024 , o ur remaining goodwill balance is within our Water Management Solutions segment.

Index to Financial Statements

As of September 30, 2025, our remaining goodwill balance is within our Water Management Solutions segment.

Changes in the carrying amount of goodwill for the years ended September 30, 2025, and 2024 were as follows (in millions):

Balance at September 30, 2022:

Balance as of September 30, 2023:

Goodwill $ 817.8

2 unchanged sentences

2024 Activity:

Goodwill impairment ( 16.3 )

Change in foreign currency exchange rates 3.3

Balance at September 30, 2023:

Balance as of September 30, 2024:

Goodwill 821.1

2 unchanged sentences

2025 Activity:

Goodwill impairment ( 16.3 )

Change in foreign currency exchange rates 8.5

Balance at September 30, 2024:

Balance as of September 30, 2025:

Goodwill 829.6

1 unchanged sentence

Net goodwill $ 89.2

Index to Financial Statements

The components of income before income taxes are presented below:

5 unchanged sentences

The Tax Cuts and Jobs Act (the “Act”) imposed a one-time transition tax on the undistributed, previously untaxed, post-1986 foreign “earnings and profits” as defined by the Internal Revenue Services (“IRS”) of certain United States-owned corporations.

At September 30, 2024, the remaining balance of our transition obligation is $ 3.1 million, which will be paid in full by January 2026, as provided in the Act.

As of September 30, 2025, the remaining balance of our transition obligation is $ 1.7 million, which will be paid in full by January 2026, as provided in the Act.

Other than for Krausz’s investment in its United States subsidiary and other anticipated distributions which result cumulatively in immaterial income tax, we have not recorded income taxes for unrepatriated foreign earnings that may be subject to withholding tax or any outside cost basis differences inherent in our foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations.

We have a foreign tax credit carryforward of $ 4.7 million, for which we have recorded a valuation allowance as we do not expect to utilize it prior to expiration.

We have a foreign tax credit carryforward of $ 4.7 million, expiring in our fiscal year 2028, for which we have recorded a valuation allowance as we do not expect to utilize it prior to expiration.

The federal income tax returns for Mueller Water Products, Inc.

5 unchanged sentences

We do not have any material unpaid assessments .

Index to Financial Statements

The components of income tax expense are as follows:

6 unchanged sentences

state and local ( 0.5 ) ( 1.1 ) ( 3.3 )

Total deferred income tax benefit

( 1.3 ) 0.3 0.1

Total deferred income tax benefit ( 7.0 ) ( 21.5 ) ( 14.4 )

Income tax expense $ 62.5 $ 47.5 $ 23.5

Index to Financial Statements

The reconciliation between income tax expense at the United States federal statutory income tax rate and reported income tax expense is presented below:

21 unchanged sentences

Decrease as a result of statute of limitations lapse ( 0.6 ) ( 2.8 )

Foreign currency exchange losses — ( 0.1 )

Balance at end of year $ 3.2 $ 3.0

1 unchanged sentence

We recognize interest related to uncertain tax positions as interest expense and recognize any penalties incurred as a component of Selling, general and administrative expense within our consolidated statements of operations.

At September 30, 2024, and 2023, we had $ 0.4 million and $ 0.8 million, respectively, of accrued interest expense related to unrecognized tax benefits.

As of September 30, 2025, and 2024, we had $ 0.4 million and $ 0.4 million, respectively, of accrued interest expense related to unrecognized tax benefits.

Index to Financial Statements

27 unchanged sentences

Consequently, we have recorded a valuation allowance against the deferred tax asset which is reflected in the table above.

On July 4, 2025, the United States government enacted H.R.1, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”).

OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act enacted in 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

For fiscal year 2025, OBBBA did not have a material impact on our financial statements.

We continue to evaluate the impact of OBBBA on future years.

Index to Financial Statements

Borrowing Arrangements

5 unchanged sentences

Total debt 454.1 452.7

Less deferred financing costs 3.2 3.9

Less current portion of long-term debt 0.8 0.7

Long-term debt $ 448.7 $ 446.7

The scheduled maturities of all borrowings outstanding at September 30, 2024, are $ 0.8 million in 2025, $ 0.7 million in 2026, $ 0.6 million in 2027, $ 0.5 million in 2028, and $ 450.1 million in 2029.

Index to Financial Statements

deferred financing costs 2.5 3.2

current portion of long-term debt 1.2 0.8

Total long-term debt $ 450.4 $ 448.7

The scheduled maturities of all borrowings outstanding as of September 30, 2025, are $ 1.2 million in 2026, $ 1.2 million in 2027, $ 1.2 million in 2028, and $ 450.5 million in 2029.

ABL Agreement .

2 unchanged sentences

The ABL permits us to increase the size of the credit facility by an additional $ 150.0 million in certain circumstances subject to adequate borrowing base availability.

In December 2023, we obtained a waiver under our ABL (“ABL Waiver”) to provide for additional time associated with certain reporting requirements that were delayed as a result of the cybersecurity incident announced on October 28, 2023.

Under the ABL Waiver, the maximum aggregate amount of borrowings and other credit extensions under the ABL was limited to $ 50.0 million at any time outstanding until all of the required reports were delivered.

During our first fiscal quarter of 2024, we delivered the required reports, and on February 6, 2024, the ABL Waiver was terminated.

Accordingly, we are no longer subject to any additional restrictions or borrowing limitations under the ABL, including the $ 50.0 million temporary limit on credit extensions.

On March 28, 2024, we amended our ABL to, among other things, (i) extend the maturity date from July 29, 2025 to the earlier of (a) March 28, 2029 and (b) 91 days prior to the stated maturity date of the Company’s 4.0 % Senior Notes due June 15, 2029 (as may be extended from time to time in accordance with the Indenture governing the notes) if the 4.0 % Senior Notes are then outstanding, (ii) decrease the grid-based interest rate margins by approximately 50 basis points to 150 basis points for Secured Overnight Financing Rate (“SOFR”) loans and 50 basis points for base rate loans when average availability is greater than 50 % of the aggregate revolving commitments, and to 175 basis points for SOFR loans and 75 basis points for base rate loans, when average availability is less than or equal to 50 % of the aggregate revolving credit commitments and (iii) replace the previously fixed 37.5 basis point unused commitment fee with a grid-based, quarterly unused commitment fee equal to (a) 37.5 basis points if average daily outstanding credit extensions for such quarter under the ABL (“Total Outstandings”) are less than or equal to 50 % of the aggregate revolving credit commitments or (b) 25.0 basis points if Total Outstandings for such quarter are greater than or equal to 50 % of the aggregate revolving credit commitments.

We incurred approximately $ 0.9 million in debt issuance costs in connection with the ABL amendment which were capitalized and will be amortized over the term of the ABL.

Borrowings under the ABL bear interest at a floating rate equal to SOFR plus an adjustment of 10 basis points and an applicable margin range of 150 to 175 basis points, or a base rate, as defined in the ABL, plus an applicable margin range of 50 to 75 basis points.

At September 30, 2024, the applicable margin was 150 basis points for SOFR-based loans, and 50 basis points for base rate loans.

Borrowings under the ABL bear interest at a floating rate equal to Secured Overnight Financing Rate (‘SOFR”) plus an adjustment of 10 basis points and an applicable margin range of 150 to 175 basis points, or a base rate (as defined in the ABL) plus an applicable margin range of 50 to 75 basis points.

As of September 30, 2025, the applicable margin was 150 basis points for SOFR-based loans, and 50 basis points for base rate loans.

The ABL is subject to mandatory prepayments if total outstanding borrowings under the ABL are greater than the aggregate commitments under the revolving credit facility or if we dispose of overdue accounts receivable in certain circumstances.

1 unchanged sentence

Prepayments can be made at any time without penalty.

The ABL contains customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict the ability of us and our subsidiaries to pay dividends or repurchase stock.

Substantially all of our United States subsidiaries are borrowers under the ABL and are jointly and severally liable for outstanding borrowings.

1 unchanged sentence

The ABL includes a commitment fee for any unused borrowing capacity of 37.5 basis points per annum when the unused capacity is above 50 % of the credit commitments, with a step down to 25.0 basis points per annum when unused capacity is less than or equal to 50 % of the credit commitments.

At September 30, 2024, the commitment fee was 37.5 basis points.

As of September 30, 2025, the commitment fee was 37.5 basis points.

Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $ 17.5 million and 10 % of the Loan Cap as defined in the ABL.

Excess availability based on September 30, 2025 data was $ 163.7 million, as reduced by $ 11.1 million of outstanding letters of credit and $ 0.2 million of accrued fees and expenses.

We were in compliance with all required covenants as of September 30, 2025.

4.0 % Senior Unsecured Notes.

6 unchanged sentences

An indenture governing the 4.0 % Senior Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur certain debt and liens.

We were in compliance with all required covenants as of September 30, 2025.

There are no financial maintenance covenants associated with the Indenture.

We believe we were in compliance with these covenants at September 30, 2024.

We may redeem some or all of the 4.0 % Senior Notes at any time after June 15, 2024, at specified redemption prices.

4 unchanged sentences

The Pension Plan provides benefits based on years of service and compensation or at stated amounts for each year of service with an annual measurement date of September 30.

A summary of key assumptions for the valuations of our Pension Plan is as follows:

A summary of key assumptions for the valuations of the Pension Plan is as follows:

September 30,

10 unchanged sentences

The discount rate is the equivalent rate that results in the present value of the projected benefit payments equaling the market value of this bond portfolio.

Only high quality (AA graded or higher), non-callable corporate bonds are included in this bond portfolio.

The bond portfolio includes only high-quality corporate bonds (AA graded or higher) that are either non-callable or callable within one year of maturity.

We rely on the Pension Plan’s actuaries to assist in the development of the discount rate model.

9 unchanged sentences

Interest cost 12.0 13.9

Actuarial loss/(gain) 22.2 ( 10.4 )

Actuarial (gain)/loss ( 7.7 ) 22.2

Benefits paid ( 21.5 ) ( 22.0 )

8 unchanged sentences

Other noncurrent assets $ 19.5 $ 13.5

Recognized in accumulated other comprehensive income (loss), before tax:

Recognized in accumulated other comprehensive loss, before tax:

Net actuarial loss $ 50.2 $ 56.6

The components of net periodic cost (benefit) for our Pension Plan are presented below.

The components of net periodic cost for the Pension Plan are presented below:

2025 2024 2023

1 unchanged sentence

Service cost $ 0.7 $ 0.6 $ 0.8

Components of net periodic cost (benefit) excluded from operating income:

Components of net periodic cost excluded from operating income:

Interest cost 12.0 13.9 13.9

1 unchanged sentence

Amortization of actuarial net loss 2.2 3.1 3.7

Pension expense (benefit) other than service

4.0 3.7 ( 3.9 )

Net periodic cost (benefit)

$ 4.6 $ 4.5 $ ( 2.6 )

Pension (benefit) expense other than service ( 0.2 ) 4.0 3.7

Net periodic cost $ 0.5 $ 4.6 $ 4.5

Pension Plan activity in accumulated other comprehensive loss, before tax, in 2025 is presented below (in millions):

Balance at beginning of year $ 56.6

Actuarial loss ( 8.4 )

Actuarial gain ( 4.2 )

Prior year actuarial loss amortization to net periodic cost ( 2.2 )

6 unchanged sentences

We expect to amortize $ 0.7 million of unrecognized loss into net periodic expense from accumulated other comprehensive loss in 2026.

Strategic asset allocations, tactical range at September 30, 2024 and actual asset allocations are as follows:

Strategic asset allocations, tactical range as of September 30, 2025 and actual asset allocations are as follows:

Strategic asset allocation Actual asset allocations at

37 unchanged sentences

$ 211.6 $ 49.8 $ 261.4

Our estimated future pension benefit payments are presented below (in millions):

Our estimated future pension benefit payments as of September 30, 2025 are presented below (in millions):

2031-2035 90.7

6 unchanged sentences

Common stock share activity is presented below:

Shares outstanding at September 30, 2021 157,955,433

Shares outstanding as of September 30, 2022 155,844,138

Vesting of restricted stock units, net of shares withheld for taxes 256,724

3 unchanged sentences

Stock repurchased under buyback program ( 714,830 )

Shares outstanding at September 30, 2022 155,844,138

Shares outstanding as of September 30, 2023 155,871,932

Vesting of restricted stock units, net of shares withheld for taxes 207,986

3 unchanged sentences

Stock repurchased under buyback program ( 636,789 )

Shares outstanding at September 30, 2023 155,871,932

Shares outstanding as of September 30, 2024 156,227,170

Vesting of restricted stock units, net of shares withheld for taxes 206,139

3 unchanged sentences

Stock repurchased under buyback program ( 591,553 )

Shares outstanding at September 30, 2024 156,227,170

Shares outstanding as of September 30, 2025 156,331,004

The Company has authorized 60.0 million shares of $ 0.01 par value preferred stock.

3 unchanged sentences

Stock-based Compensation Plans

Stock-based compensation expense was $ 14.1 million, $ 11.1 million and $ 9.9 million in the years 2024, 2023 and 2022 and is recorded primarily within Selling, general and administrative costs within our consolidated statements of operations.

Stock-based compensation expense was $ 15.1 million, $ 14.1 million and $ 11.1 million in the years 2025, 2024 and 2023, respectively, and is recorded within Selling, general and administrative costs within our consolidated statements of operations.

The total income tax benefit recognized for stock-based compensation expense was $ 3.6 million, $ 4.0 million and $ 2.3 million in the years 2025, 2024 and 2023, respectively.

We excluded 368,384 , 270,547 and 779,150 stock-based instruments from the calculation of diluted earnings per share for 2025, 2024 and 2023, respectively, because the effect of including them would have been antidilutive.

At September 30, 2024, there was approximately $ 10.1 million of unrecognized compensation expense related to stock-based awards not yet vested.

As of September 30, 2025, there was approximately $ 11.0 million of unrecognized compensation expense related to stock-based awards not yet vested.

We expect to recognize this expense over a weighted average life of approximately 1.4 years.

3 unchanged sentences

Generally, all of our employees and members of our Board of Directors are eligible to participate in the 2006 Plan.

At September 30, 2024, 3,874,846 shares of common stock were available for future grants of awards under the 2006 Plan.

As of September 30, 2025, 6,740,076 shares of common stock were available for future grants of awards under the 2006 Plan.

This total assumes that the maximum number of shares will be earned for awards for which the final number of shares to be earned has not yet been determined.

10 unchanged sentences

Restricted stock units Weighted

grant date fair value per unit Weighted

term (years) Aggregate

Outstanding at September 30, 2021 396,097 $ 11.78 0.8

grant date fair value per unit

Outstanding as of September 30, 2022 358,732 $ 12.77

Granted 625,518 12.78

1 unchanged sentence

Cancelled ( 109,103 ) 12.00

Outstanding at September 30, 2022 358,732 12.77 0.7

Outstanding as of September 30, 2023 573,283 12.88

Granted 301,908 14.91

1 unchanged sentence

Cancelled ( 54,080 ) 12.85

Outstanding at September 30, 2023 573,283 12.88 0.9

Outstanding as of September 30, 2024 453,796 14.15

Granted 194,334 26.13

1 unchanged sentence

Cancelled ( 10,770 ) 18.55

Outstanding at September 30, 2024 453,796 $ 14.15 0.9

Outstanding as of September 30, 2025 354,334 $ 20.85

The total fair value of restricted stock units that vested during the year was $ 7.3 million for 2025, and $ 4.7 million for both 2024 and 2023, based on the weighted-average fair value on the vesting date.

Performance-Based Awards.

9 unchanged sentences

We base the recognized compensation expense upon the number of units awarded for each performance period, the closing price of our common stock on the grant date and the estimated performance factor.

In 2024, no shares vested related to PRSUs.

In 2023 and 2022, 163,999 and 240,412 shares, respectively, vested related to PRSUs.

In 2025 and 2024, no shares vested related to PRSUs.

In 2023, 163,999 shares vested related to PRSUs.

Index to Financial Statements

2 unchanged sentences

awarded Units forfeited Net units Performance factor Shares

November 28, 2017 2021 2018 $ 12.50 57,092 — 57,092 1.357 77,474

2019 $ 10.53 57,092 ( 4,793 ) 52,299 0.645 33,733

2020 $ 11.26 57,104 ( 21,679 ) 35,425 0.909 32,202

November 27, 2018 2022 2019 $ 10.53 110,954 ( 8,751 ) 102,203 0.645 65,921

2020 $ 11.26 110,954 ( 13,182 ) 97,772 0.909 88,875

2021 $ 11.86 110,967 ( 28,478 ) 82,489 1.161 95,770

December 3, 2019 2023 2020 $ 11.26 69,988 ( 2,391 ) 67,597 0.909 61,446

5 unchanged sentences

13.22 136,983 ( 30,804 ) 106,179 — —

December 3, 2024 2028 2025-2027 25.58 64,044 ( 1,308 ) 62,736 — —

March 3, 2025 2028 2025-2027 $ 25.19 7,692 — 7,692 — —

Market-Based Awards.

3 unchanged sentences

The fair values of MRSUs are fixed at the date of grant and the related expense is recognized ratably over the vesting period, which is roughly three years from the date of grant.

The table below provides information regarding MRSU awards, which were valued using Monte Carlo simulations on the grant date:

November 28, 2023 November 29, 2022 November 30, 2021

The table below provides information regarding MRSU awards for grants issued during our 2025 fiscal year, which were valued using Monte Carlo simulations on the grant date:

March 3, 2025 December 3, 2024

Fair value at grant date $ 41.24 $ 38.25

2 unchanged sentences

Dividend yield 1.1 % 1.1 %

Expected volatility 31.0 % 29.8 %

Risk-free rate 3.9 % 4.1 %

Expected term (in years) 2.60 2.80

The expected volatility was based on historical volatility data for the Company and peer group companies considering the expected term.

The expected term represents the remaining term from the grant date to the end of the performance period.

The risk-free interest rate was based on the U.S.

Treasury yield curve considering the expected term.

The dividend yield assumption considers the Company’s estimated dividend yield as of the grant date and dividends were treated as re-invested in the Monte Carlo simulation analysis for purposes of measuring TSR performance.

Stock Options.

3 unchanged sentences

The assumptions used to determine the grant date fair value are indicated below for grants issued during our 2025 fiscal year:

November 28, 2023

March 3, 2025 December 3, 2024

Variables used in determining grant date fair value:

Dividend yield 1.4 % 1.6 %

Expected volatility 36.3 % 29.9 %

Risk-free rate 4.0 % 4.1 %

2 unchanged sentences

The risk-free interest rate is based on the United States Treasury zero-coupon yield in effect at the grant date with a term equal to the expected term.

The expected volatility was based on historical volatility data for the Company considering the expected term.

The expected term represents the average period of time the options are expected to be outstanding.

3 unchanged sentences

term (years) Aggregate

Outstanding at September 30, 2021 599,799 $ 10.67 7.8 $ 2.7

Outstanding as of September 30, 2022 1,013,293 $ 12.19 7.7 $ 0.3

573,279 11.41

1 unchanged sentence

Cancelled ( 327,115 ) 12.16

Outstanding at September 30, 2022 1,013,293 12.19 7.7 $ 0.3

Outstanding as of September 30, 2023 1,127,468 12.10 7.8 $ 1.0

Granted 457,356 13.22

1 unchanged sentence

Cancelled ( 135,215 ) 12.69

Outstanding at September 30, 2023 1,127,468 12.10 7.8 $ 1.0

Outstanding as of September 30, 2024 931,770 12.60 7.9 $ 8.5

Granted 228,615 25.54

1 unchanged sentence

Cancelled ( 5,604 ) 19.45

Outstanding at September 30, 2024 931,770 $ 12.60 7.9 $ 8.5

Exercisable at September 30, 2024 322,467 $ 12.31 6.4 $ 3.0

Outstanding as of September 30, 2025 908,204 $ 15.89 7.8 $ 8.8

Exercisable as of September 30, 2025 374,295 $ 12.60 6.8 $ 4.8

Stock option exercise prices are equal to the closing price of our common stock on the relevant grant date.

The ranges of exercise prices for stock options outstanding at September 30, 2024 are summarized below:

The ranges of exercise prices for stock options outstanding as of September 30, 2025 are summarized below:

Exercise price Outstanding Options

12 unchanged sentences

The price for shares purchased under the ESPP is 85 % of the lower of the closing price on the first day or the last day of the offering period.

At September 30, 2024, 1,792,275 shares were available for issuance under the ESPP.

As of September 30, 2025, 3,499,685 shares were available for issuance under the ESPP.

Phantom Plan.

4 unchanged sentences

We recognize compensation expense for phantom units on a straight-line basis for each tranche of each award based on the closing price of our common stock at each balance sheet date.

The outstanding phantom units had a fair value of $ 21.70 per unit at September 30, 2024 and our accrued liability for such units was $ 6.0 million.

The outstanding phantom units had a fair value of $ 25.52 per unit as of September 30, 2025 and our accrued liability for such units was $ 5.7 million.

Phantom Plan activity is summarized below:

Plan units Weighted

per unit Weighted

term (years) Aggregate

Outstanding at September 30, 2021 344,844 $ 11.51 0.9

per unit Aggregate intrinsic value (millions)

Outstanding as of September 30, 2022 339,131 $ 12.74

Granted 294,063 11.53

1 unchanged sentence

Cancelled ( 120,515 ) 12.22

Outstanding at September 30, 2022 339,131 12.74 1.1

Outstanding as of September 30, 2023 356,667 12.09

Granted 236,250 13.28

1 unchanged sentence

Cancelled ( 20,952 ) 12.53

Outstanding at September 30, 2023 356,667 12.09 1.0

Outstanding as of September 30, 2024 415,380 12.71

Granted 143,589 25.61

1 unchanged sentence

Cancelled ( 39,482 ) 16.01

Outstanding at September 30, 2024 415,380 $ 12.71 0.9

Outstanding as of September 30, 2025 324,369 $ 18.03

Index to Financial Statements

Supplemental Balance Sheet Information

Selected supplemental asset information is presented below.

Selected supplemental balance sheet information is presented below:

September 30,

7 unchanged sentences

Prepaid expenses $ 20.8 $ 17.2

Non-trade receivables 3.4 1.7

Income taxes 0.8 0.8

Maintenance and repair supplies and tooling 5.4 4.1

Workers’ compensation reimbursement receivable 2.4 2.2

Goods to be returned 4.2 3.9

Other current assets 36.0 20.7

8 unchanged sentences

Total property, plant and equipment, net $ 335.7 $ 318.8

Other noncurrent assets:

Operating lease right-of-use assets $ 26.9 $ 23.6

Maintenance and repair supplies and tooling 20.3 21.1

Workers’ compensation reimbursement receivable 4.1 2.4

Note receivable 1.8 1.8

Pension asset

Deferred financing fees 1.3 0.7

Other noncurrent assets 0.4 2.6

Total noncurrent assets $ 68.3 $ 58.8

Index to Financial Statements

Selected supplemental liability information is presented below.

September 30,

(in millions)

Other current liabilities

1 unchanged sentence

Customer rebates 19.9 16.9

Interest payable 5.3 5.3

Warranty accrual 10.6 13.3

Deferred revenue

Returned goods accrual

Operating lease liabilities 5.5 4.9

Taxes other than income taxes 3.5 2.0

Restructuring liabilities 3.4 6.6

Income taxes payable 5.6 8.5

Workers’ compensation accrual 4.6 4.0

Other current liabilities 62.9 58.8

Total current liabilities $ 147.3 $ 115.2

Other noncurrent liabilities:

Operating lease liabilities $ 22.5 $ 19.8

Warranty accrual 10.3 7.1

Deferred revenue

Transition tax liability 1.7 3.1

Uncertain tax position liability 3.0 5.0

Workers' compensation accrual 5.8 5.9

NMTC liability 3.9 3.9

Asset retirement obligation 4.2 4.2

Deferred development grant 2.5 2.5

Other noncurrent liabilities 4.1 2.7

Total noncurrent liabilities $ 63.7 $ 54.2

Total other current liabilities $ 154.7 $ 147.3

Supplemental Statement of Operations Information

In the year ended September 30, 2024, we incurred $ 15.8 million of Strategic reorganization and other charges primarily related to the leadership transition, certain transaction-related expenses, non-cash asset impairment, cybersecurity incidents expense, and severance.

Fiscal year 2023 included Strategic reorganization and other charges of approximately $ 10.2 million, primarily related to the leadership transition, severance and certain transaction-related expenses.

During fiscal year 2022, we incurred $ 7.2 million of Strategic reorganization and other charges including $1.5 million associated with the closure of our facilities in Aurora, Illinois and Surrey, British Columbia, Canada as well as expenses associated with the Albertville tragedy and certain transaction-related costs.

In the year ended September 30, 2025, we incurred $ 8.8 million of Strategic reorganization and other charges primarily related to our leadership transition, certain transaction-related expenses, severance, and non-cash asset impairment.

Fiscal year 2024 included Strategic reorganization and other charges of $ 15.8 million primarily related to the leadership transition, certain transaction-related expenses, non-cash asset impairment, cybersecurity incidents expense, and severance.

During fiscal year 2023, we incurred $ 10.2 million of Strategic reorganization and other charges primarily related to the leadership transition, severance, and certain transaction-related expenses.

Index to Financial Statements

Activity in accrued restructuring, reported as part of other current liabilities, is presented below.

Activity in accrued restructuring, reported within Other current liabilities, is presented below:

2025 2024 2023

(in millions)

Beginning balance $ 6.6 $ 3.3 $ 3.1

Balance at beginning of year $ 3.4 $ 6.6 $ 3.3

Expenses incurred 8.8 15.8 10.2

Amounts paid and other adjustments, net ( 11.1 ) ( 19.0 ) ( 6.9 )

Ending balance $ 3.4 $ 6.6 $ 3.3

Balance at end of year $ 1.1 $ 3.4 $ 6.6

Selected supplemental statement of operations information is presented below:

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Net interest expense $ 6.6 $ 12.7 $ 14.7

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Loss

Accumulated other comprehensive income (loss) is as follows:

Foreign currency translation, net of income tax Pension liability, net of income tax Total

Foreign currency translation, net of income tax Pension actuarial amortization, net of income tax Total

(in millions)

Balance at September 30, 2023 $ ( 20.2 ) $ ( 28.5 ) $ ( 48.7 )

Current period other comprehensive income 9.1 8.8 17.9

Balance at September 30, 2024 $ ( 11.1 ) $ ( 19.7 ) $ ( 30.8 )

For the year end September 30, 2024, pension liability included in the consolidated statements of comprehensive income was $ 11.6 million, net of income tax of $ 2.8 million.

Balance as of September 30, 2023 $ ( 20.2 ) $ ( 28.5 ) $ ( 48.7 )

Other comprehensive income 9.1 8.8 17.9

Balance as of September 30, 2024 ( 11.1 ) ( 19.7 ) ( 30.8 )

Other comprehensive income 21.4 4.8 26.2

Balance as of September 30, 2025 $ 10.3 $ ( 14.9 ) $ ( 4.6 )

For the year end September 30, 2025, pension actuarial amortization included in the consolidated statements of comprehensive income was $ 6.4 million, net of income tax of $ 1.6 million.

For the year ended September 30, 2025, foreign currency translation included in the consolidated statements of comprehensive income was $ 21.4 million, net of no income tax.

For the year end September 30, 2024, pension actuarial amortization included in the consolidated statements of comprehensive income was $ 11.6 million, net of income tax of $ 2.8 million.

For the year ended September 30, 2024, foreign currency translation included in the consolidated statements of comprehensive income was $ 9.1 million, net of no income tax.

Index to Financial Statements

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Water Management Solutions’ portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, as well as pressure management and control products and solutions.

Segment results are not reflective of their results on a stand-alone basis.

Intersegment sales and transfers are made at selling prices generally intended to cover costs.

The determination of segment results excludes certain expenses designated as Corporate because they are not directly attributable to segment operations.

Our segments are determined by internally reported financial information regularly reported to the company’s chief operating decision maker (“CODM”), who is our Chief Executive Officer.

Segment operating income is the primary measure used by the CODM to assess performance and allocate resources.

Operating income is also used to monitor budget versus actual results and provide insight into underlying trends comparing past financial performance with current performance of each segment.

The significant expense categories and amounts align with segment-level information that is regularly provided to the CODM.

Segment results are not reflective of their results on a stand-alone basis and exclude intersegment sales.

The determination of segment results excludes certain expenses designated as Corporate because they are not directly attributable to segment operations and are not allocated to the segments.

Items such as interest expense, loss on early extinguishment of debt, pension expense or benefit, and income taxes are not allocated to the segments.

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Pipe and Anvil.

Business segment assets primarily consist of inventories, property, plant and equipment, and intangible assets.

The Company has two significant customers that comprise greater than 10% of gross sales.

One customer comprised 20 %, 18 %, and 21 % of consolidated revenues for the fiscal years ended September 30, 2024, 2023, and 2022, respectively.

The Company had outstanding Accounts receivable from this customer of $ 59.1 million and $ 46.4 million as of September 30, 2024 and 2023, respectively.

Another customer comprised 18 % of consolidated revenues for the fiscal years ended September 30, 2024 and 2023 and 20 % of consolidated revenues for the fiscal year ended September 30, 2022.

The Company had outstanding Accounts receivable from this customer of $ 36.9 million and $ 37.7 million as of September 30, 2024 and 2023, respectively.

The Company reports revenue for these customers in both reportable segments, Water Flow Solutions and Water Management Solutions.

Financial information by reportable segment is included in the following summary:

2025 Water Flow Solutions Water Management Solutions Total

(in millions)

Net sales $ 824.9 $ 604.8 $ 1,429.7

Cost of sales 528.6 384.4 913.0

Gross profit 296.3 220.4 516.7

Selling, general and administrative expenses 90.3 96.9

Strategic reorganization and other charges 1.0 0.7

Segment operating income $ 205.0 $ 122.8 327.8

Reconciliation of segment operating income to consolidated income before income taxes

Corporate general and administrative expenses 60.1

Corporate strategic reorganization and other charges 7.1

Pension benefit other than service ( 0.2 )

Interest expense, net 6.6

Income before income taxes $ 254.2

Index to Financial Statements

2024 Water Flow Solutions Water Management Solutions Total

(in millions)

Net sales $ 755.5 $ 559.2 $ 1,314.7

Cost of sales 483.6 372.1 855.7

Gross profit 271.9 187.1 459.0

Selling, general and administrative expenses 92.5 95.0

Strategic reorganization and other charges 0.2 1.8

Goodwill impairment — 16.3

Segment operating income $ 179.2 $ 74.0 253.2

Reconciliation of segment operating income to consolidated income before income taxes

Corporate general and administrative expenses 57.7

Corporate strategic reorganization and other charges 13.8

Pension expense other than service 4.0

Interest expense, net 12.7

Other expense 1.6

Income before income taxes $ 163.4

2023 Water Flow Solutions Water Management Solutions Total

(in millions)

Net sales $ 634.4 $ 641.3 $ 1,275.7

Cost of sales 469.5 426.7 896.2

Gross profit 164.9 214.6 379.5

Selling, general and administrative expenses 85.3 106.9

Strategic reorganization and other charges — 1.7

Segment operating income $ 79.6 $ 106.0 185.6

Reconciliation of segment operating income to consolidated income before income taxes

Corporate general and administrative expenses 49.7

Corporate strategic reorganization and other charges 8.5

Pension expense other than service 3.7

Interest expense, net 14.7

Income before income taxes $ 109.0

Index to Financial Statements

Business segment assets primarily consist of inventories and intangible assets.

Other relevant segment information is presented below:

Solutions Water Management

Solutions Corporate Total

(in millions)

Depreciation and amortization:

2025 $ 26.6 $ 20.2 $ 0.1 $ 46.9

2024 38.3 27.7 0.2 66.2

2023 $ 32.8 $ 29.5 $ 0.2 $ 62.5

Capital expenditures:

2025 $ 24.1 $ 23.2 $ — $ 47.3

2024 31.1 16.3 — 47.4

2023 $ 33.4 $ 14.2 $ — $ 47.6

Intangible assets, net and goodwill

September 30, 2025 $ 264.5 $ 132.0 $ — $ 396.5

September 30, 2024 $ 264.9 $ 125.5 $ — $ 390.4

Inventories, net:

September 30, 2025 $ 197.2 $ 131.5 $ — $ 328.7

September 30, 2024 $ 187.3 $ 114.4 $ — $ 301.7

Geographical area information is presented below:

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$ 604.8 $ 559.2 $ 641.3

Index to Financial Statements

Summarized financial information for our segments is presented below.

Solutions Water Management

Solutions Corporate Total

(in millions)

2024 $ 755.5 $ 559.2 $ — $ 1,314.7

2023 634.4 641.3 — 1,275.7

2022 $ 714.1 $ 533.3 $ — $ 1,247.4

Operating income (loss):

2024 $ 179.2 $ 74.0 $ ( 71.5 ) $ 181.7

2023 79.6 106.0 ( 58.2 ) 127.4

2022 $ 118.3 $ 48.7 $ ( 55.4 ) $ 111.6

Depreciation and amortization:

2024 $ 38.3 $ 27.7 $ 0.2 $ 66.2

2023 32.8 29.5 0.2 62.5

2022 $ 30.0 $ 30.3 $ 0.2 $ 60.5

Strategic reorganization and other charges:

2024 $ 0.2 $ 1.8 $ 13.8 $ 15.8

2023 — 1.7 8.5 10.2

2022 $ 0.2 $ 0.4 $ 6.6 $ 7.2

Capital expenditures:

2024 $ 31.1 $ 16.3 $ — $ 47.4

2023 33.4 14.2 — 47.6

2022 $ 43.4 $ 11.3 $ — $ 54.7

Intangible assets, net and goodwill

September 30, 2024 $ 264.9 $ 125.5 $ — $ 390.4

September 30, 2023 $ 283.8 $ 143.9 $ — $ 427.7

Inventories, net:

September 30, 2024 $ 187.3 $ 114.4 $ — $ 301.7

September 30, 2023 $ 173.8 $ 124.1 $ — $ 297.9

The Company has two significant customers that comprise greater than 10% of gross sales.

One customer comprised 20 % of gross sales for each of the fiscal years ended September 30, 2025 and 2024, and 18 % of gross sales for fiscal year ended September 30, 2023.

The Company had outstanding Accounts receivable from this customer of $ 56.5 million and $ 59.1 million as of September 30, 2025 and 2024, respectively.

Another customer comprised 17 % of gross sales for the fiscal year ended September 30, 2025, and 18 % of gross sales for each of the fiscal years ended September 30, 2024, and 2023, respectively.

The Company had outstanding Accounts receivable from this customer of $ 42.4 million and $ 36.9 million as of September 30, 2025 and 2024, respectively.

The Company reports revenue for these customers in both reportable segments, Water Flow Solutions and Water Management Solutions.

Commitments and Contingencies

We use letters of credit and surety bonds in the ordinary course of business to ensure the performance of contractual obligations.

As of September 30, 2025, we had $ 11.1 million of letters of credit and $ 13.5 million of surety bonds outstanding.

We are involved in various legal proceedings that have arisen in the normal course of operations, including the proceedings summarized below.

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The indemnity survives indefinitely.

Tyco’s indemnity

Index to Financial Statements

does not cover liabilities to the extent caused by us or the operation of our businesses after August 1999, nor does it cover liabilities arising with respect to businesses or sites acquired after August 1999.

Tyco’s indemnity does not cover liabilities to the extent caused by us or the operation of our businesses after August 1999, nor does it cover liabilities arising with respect to businesses or sites acquired after August 1999.

Since 2007, Tyco has engaged in multiple corporate restructurings, split-offs and divestitures.

While none of these transactions directly affects the indemnification obligations of the Tyco indemnitors under the 1999 acquisition agreement, the result of such transactions is that the assets of, and control over, such Tyco indemnitors has changed.

While none of these transactions directly affects the indemnification

Index to Financial Statements

obligations of the Tyco indemnitors under the 1999 acquisition agreement, the result of such transactions is that the assets of, and control over, such Tyco indemnitors has changed.

Should any of these Tyco indemnitors become financially unable or fail to comply with the terms of the indemnity, we may be responsible for such obligations or liabilities.

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Accordingly, the purchaser tendered the matter to us for indemnification, which we accepted.

Ultimate liability for the site will depend on many factors that have not yet been determined, including the determination of the Environmental Protection Agency’s remediation costs, the number and financial viability of the other PRPs (there are four other PRPs currently) and the determination of the final allocation of the costs among the PRPs.

Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter at September 30, 2024.

Ultimate liability for the site will depend on many factors that have not yet been determined, including the determination of the Environmental Protection Agency’s remediation costs, the number and financial viability of the other PRPs (there are three other PRPs currently) and the determination of the final allocation of the costs among the PRPs.

Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter as of September 30, 2025.

On October 4, 2024, we delivered to U.S.

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import of such products and provided the information to CBP.

We expensed $ 9.1 million in 2024 consisting of the duties believed to be owed for all relevant periods and expected interest on such amount.

Because the matter remains under review by CBP, it is possible that the actual amount of duties and interest owed for these discrepancies may be higher than the amount remitted or CBP may assess additional fines, penalties or enact other measures.

We expensed $ 9.1 million in 2024 consisting of the duties and interest believed to be owed for all relevant periods.

On May 8, 2025, CBP confirmed that the total amount due related to this matter was approximately $ 9.0 million, which was paid to CBP on May 13, 2025.

This matter is now closed.

Cobb County Matter.

On July 19, 2023, Henry Pratt Company, LLC d/b/a Hydro Gate (“Hydro Gate”) was served with a complaint joining it to a lawsuit originally filed by Cobb County Board of Commissioners (“Cobb County”) against Shea-Traylor, a Joint Venture related to the construction of South Cobb Tunnel Project No.

S3017 in Cobb County, Georgia (“Project”) in the Superior Court of Cobb County.

The lawsuit alleges that a product manufactured by Hydro Gate and used in the Project was defective, causing damage to the Project.

Claims against Hydro Gate include breach of contract and contractual indemnity.

There are five defendants named in the lawsuit.

Cobb County alleged damages in excess of $ 39 million.

The parties have participated in mediation, resulting in Hydro Gate offering a contribution of $ 15 million to settle the lawsuit (“Settlement Offer”).

Hydro Gate anticipates that the Settlement Offer will be fully reimbursed by third parties upon settlement.

As the settlement is probable and reasonably estimable, we have recorded a $ 15 million liability with a corresponding receivable as the amount is anticipated to be fully reimbursed by third parties.

Further, we believe that the final outcome of this lawsuit will not have a material adverse effect on our business or prospects.

Cybersecurity Incident Putative Class Action.

In connection with the cybersecurity incident initially reported on October 28, 2023, the Company was named as a defendant in a putative class action lawsuit captioned David Kok v.

Mueller Water Products, Inc., filed on August 30, 2024 in the U.S.

District Court for the Northern District of Georgia, Atlanta Division, Case No.

1:24-cv-03894-SCJ.

The plaintiff seeks to represent a class of all Company current and former employees whose personally identifying information was allegedly compromised by the incident.

The lawsuit asserts various common law tort, contract and state statutory claims, seeks monetary damages, injunctive and declaratory relief, costs and attorneys’ fees and other related relief.

We believe the allegations are without merit and intend to vigorously defend against the claims;

however, the outcome of this legal proceeding cannot be predicted with certainty.

In connection with the class action lawsuit filed on August 30, 2024 in the U.S.

District Court for the Northern District of Georgia, Atlanta Division (“Court”), the Company entered into a settlement agreement with the Plaintiff on July 7, 2025, to provide credit monitoring, ordinary and extraordinary losses, lost time and alternative cash payment benefits subject to an overall aggregate cap of $ 285,000 .

The settlement agreement is subject to and is awaiting Court approval.

Indemnifications .

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Indemnities related to the pre-closing operations of sold assets or businesses normally do not represent additional liabilities to us, but simply serve to protect these parties from potential liability associated with our obligations existing at the time of the sale.

As with any liability, we have accrued for those pre-closing obligations that are considered probable and reasonably estimable.

We have accrued for those pre-closing obligations that are considered probable and reasonably estimable.

Should circumstances change, increasing the likelihood of payments related to a specific indemnity, we will accrue a liability when future payment is probable and the amount is reasonably estimable.

Index to Financial Statements

Other Matters.

1 unchanged sentence

Factors considered in our analyses include warranty terms, specific claim situations, general incurred and projected failure rates, the nature of product failures, product and labor costs, and general business conditions.

Index to Financial Statements

We are party to a number of lawsuits arising in the ordinary course of business, including product liability cases for products manufactured by us or third parties.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures