Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
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, as of September 30, 2025, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 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, 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.
Item 9B. OTHER INFORMATION
(a) Not applicable.
(b) Rule 10b5-1 Trading Plans
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):
Mr. Steven S. 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.
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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.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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
Marietta Edmunds Zakas 66 Chief Executive Officer
Paul McAndrew 51 President and Chief Operating Officer
Melissa Rasmussen 48 Senior Vice President and Chief Financial Officer
Chason A. Carroll 50 Senior Vice President, General Counsel and Corporate Secretary
Scott P. Floyd 56 Senior Vice President, Sales and Marketing
Darin Harvey 56 Senior Vice President, Operations and Supply Chain
Todd P. Helms 58 Senior Vice President and Chief Human Resources Officer
Richelle R. Feyerherm 53 Vice President, Chief Accounting Officer and Corporate Controller
Stephen C. Van Arsdell 75 Non-Executive Chair of the Board of Directors
Christian A. Garcia 62 Director
Thomas J. Hansen 76 Director
Brian C. Healy 54 Director
Christine Ortiz 54 Director
Jeffery S. Sharritts 57 Director
Bentina Chisolm Terry 55 Director
Leland G. 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 also served as the interim head of Human Resources from January 2016 to December 2017. Previously, Ms. Zakas held various positions at Russell Corporation, an athletic apparel, footwear and equipment company, culminating in her role as Corporate Vice President, Chief of Staff, Business Development and Treasurer. From 1993 to 2000, she served as Corporate Vice President, Director of Investor Relations, and Corporate Secretary for Equifax Inc. Ms. Zakas began her career as an investment banker at Morgan Stanley. She earned a Bachelor of Arts degree with honors from Randolph-Macon Woman’s College (now known as Randolph College), a Master of Business Administration degree from the University of Virginia Darden School of Business and a Juris Doctor from the University of Virginia School of Law. Ms. Zakas is a director of BlueLinx Holdings Inc. and is a former director of Atlantic Capital Bank and Atlantic Capital Bancshares.
Paul McAndrew has served as our President and Chief Operating Officer since May 2024. He served as Executive Vice President and Chief Operating Officer from August 2023 to May 2024 and as Senior Vice President of Global Operations and Supply Chain from November 2022 to August 2023. Previously, Mr. McAndrew served as Vice President and General Manager of Professional Tools in the Commercial and Residential Solutions business with Emerson Electric Co. from April 2017 to November 2022. Prior to that, he held various operating roles at Kautex Textron GmbH & Co. KG from June 2002 to April 2017, culminating in his role as Vice President. Mr. McAndrew earned a Bachelor of Science degree from Cardiff University.
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. Ms. Rasmussen earned a Bachelor of Science in Accounting from the University of Kentucky and is a Certified Public Accountant.
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Chason A. 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. Mr. 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.
Scott P. 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. Mr. Harvey earned a Bachelor of Science degree from Florida State University and a Master of Business Administration degree from the University of Tennessee, Knoxville.
Todd P. Helms has served as our Senior Vice President and Chief Human Resources Officer since February 2020. Previously, Mr. 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. Mr. 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.
Richelle R. 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. from October 2011 to February 2019. Ms. Feyerherm earned her Bachelor of Science degree from the State University of New York and is a certified public accountant.
Stephen C. 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. Mr. Van Arsdell is a former senior partner of Deloitte LLP, where he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP from 2010-2012 and as Deputy Chief Executive Officer from 2009-2010. 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. Mr. 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. Mr. Van Arsdell previously served as a director of First Midwest Bancorp, Inc. from 2017 to February 2022. Mr. Van Arsdell earned both a Bachelor of Science degree in Accounting and a Master of Accounting Science degree from the University of Illinois. He is a certified public accountant.
Christian A. Garcia has been a member of our Board of Directors since August 2024. Prior to his appointment as a member of the Board, Mr. Garcia was a Board observer from March 2024 to August 2024. Mr. Garcia formerly served as Executive Vice President and Chief Financial Officer from 2020 to 2023 at BrandSafway, a provider of industrial services solutions to commercial, industrial, and infrastructure markets. From January 2020 to August 2020, Mr. 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. Garcia served as Executive Vice President and Chief Financial Officer of Visteon Corporation, a publicly listed provider of automotive cockpit electronics. Previously, Mr. Garcia served as acting Chief Financial Officer of Halliburton Company, where he progressed through a variety of leadership positions including Chief Accounting Officer, Treasurer and Senior Vice President of Investor Relations. Mr. Garcia has served as a Director at Tetra Technologies, Inc. since May 2023 and Bausch Health Companies Inc. 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. Mr. 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.
Thomas J. Hansen has been a member of our Board of Directors since October 2011. Until 2012, Mr. Hansen served as the Executive Vice President and Vice Chairman of Illinois Tool Works Inc. (“ITW”), a manufacturer of fasteners and components,
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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. From 1998 until May 2006, Mr. Hansen served as Executive Vice President of ITW. Mr. Hansen earned a Bachelor of Science degree in marketing from Northern Illinois University and a Master of Business Administration degree from Governors State University.
Brian C. Healy has been a member of our Board of Directors since February 2024. Prior to his election as a member of the Board, Mr. Healy was a Board observer from November 2023 to February 2024. Mr. Healy is a lecturer of finance at the University of Virginia McIntire School of Commerce. He previously served as Managing Director and Co-Head of Mergers and Acquisitions in the Americas at Morgan Stanley and was a member of the Investment Banking Management Committee from 2019 to 2023. Mr. Healy also held various leadership roles at Morgan Stanley, including Global Chief Operating Officer of Investment Banking and Head of Firm Strategy and Execution. He serves as a Board Member of Children’s Aid and Family Services of New Jersey. Mr. 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. Dr. Ortiz is the Morris Cohen Professor of Materials Science and Engineering at the Massachusetts Institute of Technology and Director of the MIT Technology and Policy Program. The author of more than 200 scholarly publications, she has supervised research projects across multiple academic disciplines, received 30 national and international honors, including the Presidential Early Career Award in Science and Engineering awarded to her by President George W. 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 institution, Station1. Dr. Ortiz has served as a director of Enovis Corporation since 2022. She earned a Bachelor of Science degree from Rensselaer Polytechnic Institute and a Master of Science degree and a Doctor of Philosophy degree from Cornell University, each in the field of materials science and engineering.
Jeffery S. Sharritts has been a member of our Board of Directors since March 2021. Mr. Sharritts served as Executive Vice President and Chief Customer and Partner Officer at Cisco from May 2022 to July 2024. During his nearly 24-year tenure at Cisco, Mr. Sharritts held several executive sales roles, including Senior Vice President of the Americas from 2018 to 2022 and Senior Vice President, U.S. Commercial Sales from 2014 to 2018. Mr. Sharritts holds Advisory Board Member positions with the Georgia Chamber of Commerce and Metro Atlanta Chamber of Commerce. Mr. Sharritts earned a Bachelor of Science degree in Business Administration from The Ohio State University.
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. Ms. 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. Ms. Terry earned a Bachelor of Arts degree from North Carolina State University and a Juris Doctor degree from the University of Michigan.
Leland G. 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. Mr. 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. Mr. 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
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 . You may read and print our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and any amendments to those reports via the investor relations section of our website free of charge. These reports are available on our website soon after we file them with or furnish them to the SEC. These reports should also be available through the SEC’s website at www.sec.gov .
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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. Our Code of Business Conduct and Ethics is filed as Exhibit 14.1 to this annual report on Form 10-K and is also available in the corporate governance section of our website. In the event that we make changes in, or provide waivers from, the provisions of this Code of Business Conduct and Ethics for which SEC disclosure is required, we will make such disclosure in the corporate governance section of our website.
We have adopted corporate governance guidelines. The guidelines and the charters of our Board of Directors’ committees are available in the corporate governance section of our website. Copies of the Code of Business Conduct and Ethics, corporate governance guidelines and Board of Director committee charters are also available in print upon written request to the Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road N.E., Suite 1200, Atlanta, GA 30328.
We have adopted an insider trading policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees, as well as the Company, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
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.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Except for the information set forth below and the information set forth in “Part II, Item 5. 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.
Securities Authorized for Issuance under Equity Compensation Plans
We have two compensation plans under which our equity securities are authorized for issuance: (1) The Mueller Water Products, Inc. Second Amended and Restated 2006 Employee Stock Purchase Plan (“ESPP Plan”); and (2) The Mueller Water Products, Inc. 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
to be issued
upon exercise of
outstanding options,
warrants and rights Weighted average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available
for future issuance
Equity compensation plans approved by stockholders:
2006 Plan 1,968,966 (1)
$ 15.89 (2)
6,740,076 (3)
ESPP Plan 20,845 — 3,499,685 (4)
Total 1,989,811 10,239,761
(1) Consists of the maximum number of shares that could be earned upon exercise or vesting of outstanding stock-based awards granted under the 2006 Plan. This includes 706,428 shares associated with share-settled performance units that may or may not be earned, depending on Company performance or stock market performance, as described in Note 10. of the Notes to the Consolidated Financial Statements.
(2) Weighted-average exercise price of 908,204 options.
(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.
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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.
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
Index to financial statements Page
number
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F-1
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
Consolidated Statements of Comprehensive Income for the years ended September 30, 2025, 2024 and 2023 F-6
Consolidated Statements of Equity for the years ended September 30, 2025, 2024 and 2023 F-7
Consolidated Statements of Cash Flows for the years ended September 30, 2025, 2024 and 2023 F-8
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
The information required by Schedule II is included in the Notes to Consolidated Financial Statements. All other schedules required by Item 15(b) are not applicable or not required.
(c) Exhibits
Exhibit no. Document
2.1 Agreement and Plan of Merger dated as of June 17, 2005 among Mueller Water Products, Inc., Walter Industries, Inc., JW MergerCo, Inc. and DLJ Merchant Banking II, Inc., as stockholders’ representative. Incorporated by reference to Exhibit 2.1 to Mueller Water Products, Inc. Form 8-K (File no. 333-116590) filed on June 21, 2005.
2.2 Letter Agreement dated as of February 23, 2006 between Walter Industries, Inc. and Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 8-K (File no. 333-131521) filed on February 27, 2006.
2.3 Agreement and Plan of Merger, dated as of January 31, 2006, by and among Mueller Holding Company, Inc., Mueller Water Products, LLC and Mueller Water Products Co-Issuer, Inc. Incorporated by reference to Exhibit 2.1 Mueller Water Products, Inc. Form 8-K (File no. 333-116590) filed on February 3, 2006.
2.4 Purchase Agreement dated as of January 6, 2017, by and among OEP Pioneer LLC, OEP Pioneer (Canada) Holdings Corp., Mueller Co. LLC, Anvil International, LLC and Mueller Water Products, Inc. Incorporated by reference to Exhibit 2.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on January 10, 2017.
3.1 Third Amended and Restated Bylaws of Mueller Water Products, Inc. Incorporated by reference to Exhibit 3.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on May 1, 2025.
3.2 Second Restated Certificate of Incorporation of Mueller Water Products, Inc. Incorporated by reference to Exhibit 3.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on January 25, 2012.
4.1 Indenture, dated as of May 28, 2021, between Mueller Water Products, Inc., the Guarantors and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Mueller Water Products, Inc. Form 8-K (File no.001-32892) filed on June 1, 2021.
4.3 Description of Securities registered under Section 12 of the Securities Exchange Act of 1934. Incorporated by reference to Exhibit 4.2 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 19, 2020).
10.2 Income Tax Allocation Agreement by and among Walter Industries, Inc., the Walter Affiliates (as defined therein), Mueller Water Products, Inc. and the Mueller Affiliates (as defined therein). Incorporated by reference to Exhibit 10.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on May 30, 2006.
10.3.1+
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 December 18, 2024 .
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Exhibit no. Document
10.4.2+
Mueller Water Products, Inc. Form of Notice of Stock Option Grant. Incorporated by reference to Exhibit 10.4.2 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 26, 2014.
10.6.1+
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 December 18, 2024 .
10.8+
Form of Mueller Water Products, Inc. Director Indemnification Agreement. Incorporated by reference to Exhibit 99.2 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on October 31, 2008.
10.9+
Executive Incentive Plan of Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.6 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on May 30, 2006.
10.10+
Mueller Water Products, Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on October 31, 2008.
10.11.2+
Amended and Restated Mueller Water Products, Inc. Supplemental Defined Contribution Plan, effective as of January 1, 2009. Incorporated by reference to Exhibit 10.13.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on February 9, 2009.
10.14 Joint Litigation Agreement dated December 14, 2006 between Walter Industries, Inc. and Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 19, 2006.
10.16+
Form of Amendment to Executive Employment Agreement. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on February 6, 2009.
10.17.1+
Mueller Water Products, Inc. Amended and Restated 2010 Management Incentive Plan. Incorporated by reference to Exhibit B to Mueller Water Products, Inc. Form DEF 14A (File no. 001-32892) filed on January 15, 2016.
10.19 Credit Agreement, dated August 26, 2010, among Mueller Water Products, Inc. and the borrowing subsidiaries named on the signature pages thereto, each as a Borrower, certain financial institutions, as Lenders, JPMorgan Chase Bank, N.A., as Syndication Agent, Wells Fargo Bank, National Association and SunTrust Bank, as Co-Documentation Agents, Bank of America, N.A. as Administrative Agent and Banc of America Securities LLC and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners. Incorporated by reference to Exhibit 10.23 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on August 27, 2010.
10.19.1 First Amendment to Credit Agreement, dated December 18, 2012. Incorporated by reference to Exhibit 10.20.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 19, 2012.
10.19.2 Second Amendment to Credit Agreement, dated November 25, 2014. Incorporated by reference to Exhibit 10.19.2 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 26, 2014.
10.19.3 Third Amendment to Credit Agreement, dated July 12, 2016. Incorporated by reference to Exhibit 10.19.3 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on August 8, 2016.
10.19.4
Fourth Amendment to Credit Agreement, dated January 6, 2017. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on January 10, 2017.
10.19.5
Fifth Amendment to Credit Agreement, dated July 30, 2020. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on August 6, 2020.
10.19.6
Sixth Amendment to Credit Agreement, dated April 5, 2023. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on May 9, 2023.
10.19.7
Seventh Amendment to Credit Agreement, dated March 28, 2024. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on May 7, 2024.
10.19.8
Limited Waiver Agreement to Credit Agreement, Dated December 11, 2023. Incorporated by reference to Exhibit 10.19.7 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 14, 2023.
10.19.9
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 February 9, 2024.
10.21 Purchase Agreement, dated March 7, 2012, among Mueller Water Products, Inc., Mueller Group, LLC and USP Holdings Inc. Incorporated by reference to Exhibit 2.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on March 8, 2012.
10.29+
Employment Agreement, dated September 15, 2008, as amended, between Mueller Water Products Inc. and Marietta Edmunds Zakas. Incorporated by reference to Exhibit 10.28 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 22, 2016.
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Exhibit no. Document
10.29.2+
Fourth Amendment, dated December 27, 2017, to Employment Agreement, dated September 15, 2008, as amended, 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 December 28, 2017.
10.29.3+
Executive Change-in-Control Severance Agreement, dated September 30, 2019 by and between Mueller Water Products Inc. and Marietta Edmunds Zakas. Incorporated by reference to Exhibit 10.29.4 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 19, 2020).
10.29.4+
Letter Agreement, dated August 21, 2023, by and between Mueller Water Products Inc. and Marietta Edmunds Zakas. Incorporated by reference to Exhibit 10.29.4 to Mueller Water Products, Inc. Form 10-K (File no, 001-32892) filed on December 14, 2023.
10.29.5+
Transition Grant Award Agreement, dated August 24, 2023, by and between Mueller Water Products, Inc. and Marietta Edmunds Zakas. Incorporated by reference to Exhibit 10.29.5 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 14, 2023.
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 December 11, 2024.
10.29.7+ Transition Agreement, dated November 6, 2025, by and between Mueller Water Products, Inc. and Marietta E. Zakas. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 8-K (File No. 001-32892) filed on November 6, 2025.
10.30.2+
Transition and Separation Agreement, dated August 21, 2023, by and between Mueller Water Products, Inc. and J. Scott Hall. Incorporated by reference to Exhibit 10.30.2 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 14, 2023.
10.31+
Employment Agreement, dated July 18, 2018, by and between Mueller Water Products Inc. and Steven S. Heinrichs. Incorporated by reference to Exhibit 10.31 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 21, 2018.
10.31.2+
Executive Change-in-Control Severance Agreement, dated September 30, 2019 by and between Mueller Water Products and Steven S. Heinrichs. Incorporated by reference to Exhibit 10.30.2 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 19, 2020).
10.31.3+
Letter Agreement, dated August 21, 2023, by and between Mueller Water Products, Inc. and Steven S. Heinrichs. Incorporated by reference to Exhibit 10.31.3 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 14, 2023.
10.31.4+
Transition Grant Award Agreement, dated August 24, 2023, by and between Mueller Water Products, Inc. and Steven S. Heinrichs. Incorporated by reference to Exhibit 10.31.4 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 14, 2023.
10.31.5+
Letter Agreement, dated September 5, 2024, by and between Mueller Water Products, Inc. and Steven S. Heinrichs. 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. Form of Performance Restricted Stock Unit Award Agreement (awards granted through fiscal 2022). Incorporated by reference to Exhibit 10.32 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 19, 2021.
10.32.1+
Mueller Water Products, Inc. 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. Form 10-K (File no. 001-32892) filed on November 20, 2024.
10.32.2+
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.
10.32.3+
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.
10.32.4+
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.
47
Table of Contents
Index to Financial Statements
Exhibit no. Document
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.
10.33+
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.
10.33.1+
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.
10.34+
Mueller Water Products, Inc. Form of Stock Option Grant Award Agreement (awards granted through fiscal 2023) . Incorporated by reference to Exhibit 10.34 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 19, 2021.
10.34.1+
Mueller Water Products, Inc. Form of Stock Option Grant Award Agreement (awards granted after fiscal 2023). Incorporated by reference to Exhibit 10.34.1 to Mueller Water Products, Inc. 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.
10.36.1+
Letter Agreement, dated August 21, 2023, by and between Mueller Water Products, Inc. and Paul McAndrew. Incorporated by reference to Exhibit 10.36.1 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 14, 2023.
10.36.2+
Employment Agreement, dated August 21, 2023, by and between Mueller Water Products, Inc. and Paul McAndrew. Incorporated by reference to Exhibit 10.36.2 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 14, 2023.
10.36.3+
Transition Grant Award Agreement, dated August 24, 2023, by and between Mueller Water Products, Inc. and Paul McAndrew. Incorporated by reference to Exhibit 10.36.3 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 14, 2023.
10.36.4+
Executive Change-in-Control Severance Agreement, dated August 21, 2023, by and between Mueller Water Products, Inc. and Paul McAndrew. Incorporated by reference to Exhibit 10.36.4 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 14, 2023.
10.36.5+
Letter Agreement dated May 6, 2024, by and between Mueller Water Products, Inc, and Paul McAndrew. Incorporated by reference to Exhibit 10.3 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on May 7, 2024.
10.37+
Mueller Water Products, Inc. Form of Retention Award Agreement. Incorporated by reference to Exhibit 10.37 to Mueller Water Products, Inc. Form 10-K (File no. 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.
14.1+
Code of Business Conduct and Ethics for Mueller Water Products, Inc. Incorporated by reference to Exhibit 14.1 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) files on December 14, 2023.
19.1 Mueller Water Products, Inc. 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.
21.1*
Subsidiaries of Mueller Water Products, Inc.
23.1*
Consent of Independent Registered Accounting Firm.
31.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
48
Table of Contents
Index to Financial Statements
Exhibit no. Document
32.2*
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1 Mueller Water Products, Inc. Incentive Compensation Recovery Policy. Incorporated by reference to Exhibit 97.1 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 14, 2023.
101*
The following financial information from the Annual Report on Form 10-K for the year ended September 30, 2025, formatted in XBRL (Extensible Business Reporting Language), (i) the Consolidated Balance Sheets , (ii) the Consolidated Statements of Operations , (iii) the Consolidated Statements of Comprehensive Income , (iv) the Consolidated Statements of Equity , (v) the Consolidated Statements of Cash Flows , and (vi) the Notes to Consolidated Financial Statements .
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Management compensatory plan, contract or arrangement
* Filed or furnished, as applicable, with this Annual Report
49
Table of Contents
Index to Financial Statements
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 19, 2025
MUELLER WATER PRODUCTS, INC.
By: /s/ Marietta Edmunds Zakas
Name: Marietta Edmunds Zakas
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Marietta Edmunds Zakas Chief Executive Officer November 19, 2025
Marietta Edmunds Zakas
/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
Stephen C. Van Arsdell
/s/ Christian A. Garcia Director November 19, 2025
Christian A. Garcia
/s/ Thomas J. Hansen Director November 19, 2025
Thomas J. Hansen
/s/ Brian C. Healy Director November 19, 2025
Brian C. Healy
/s/ Christine Ortiz Director November 19, 2025
Christine Ortiz
/s/ Jeffery S. Sharritts Director November 19, 2025
Jeffery S. Sharritts
/s/ Bentina Chisolm Terry Director November 19, 2025
Bentina Chisolm Terry
/s/ Leland G. Weaver Director November 19, 2025
Leland G. Weaver
50
Table of Contents
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Mueller Water Products, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Mueller Water Products, Inc. and subsidiaries (the Company) as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income , equity and cash flows for each of the three years in the period ended September 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2025, and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 19, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit s . We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
F- 1
Table of Contents
Index to Financial Statements
Valuation of Goodwill
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. In particular, the fair value was sensitive to certain assumptions used by management to develop the projected financial information, including the forecasted earnings before interest, depreciation and amortization (EBITDA) margins. This significant assumption is forward-looking and could be affected by future industry, market and economic conditions.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over review of the fair value of the reporting unit. This included testing controls over management’s review of the significant assumption described above.
To test the estimated fair value of the reporting unit, we performed audit procedures that included, among others, assessing the methodologies used to estimate fair value, testing the significant assumption used to develop the fair value estimate, and testing the underlying data used by the Company in its analysis for completeness and accuracy. For example, we evaluated management’s forecasted EBITDA margins used in the fair value estimate by comparing the assumption to historical results and available market information. We also involved our valuation specialists to evaluate the valuation methodologies utilized. In addition, we performed a sensitivity analysis on the forecasted EBITDA margins to evaluate the potential change in the fair value of the reporting unit that would result from changes in this assumption.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2007.
Atlanta, Georgia
November 19, 2025
F- 2
Table of Contents
Index to Financial Statements
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Mueller Water Products, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Mueller Water Products, Inc. and subsidiaries’ internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Mueller Water Products, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended September 30, 2025, and the related notes and our report dated November 19, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
/s/ Ernst & Young LLP
Atlanta, Georgia
November 19, 2025
F- 3
Table of Contents
Index to Financial Statements
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30,
2025 2024
(in millions, except share amounts)
Assets:
Cash and cash equivalents $ 431.5 $ 309.9
Receivables, net of allowance for credit losses of $ 3.6 million and $ 8.3 million
211.9 208.9
Inventories, net 328.7 301.7
Other current assets 56.8 37.9
Total current assets 1,028.9 858.4
Property, plant and equipment, net 335.7 318.8
Intangible assets, net 307.3 309.7
Goodwill, net 89.2 80.7
Other noncurrent assets 77.8 68.3
Total assets $ 1,838.9 $ 1,635.9
Liabilities and stockholders’ equity:
Current portion of long-term debt $ 1.2 $ 0.8
Accounts payable 134.4 109.9
Other current liabilities 154.7 147.3
Total current liabilities 290.3 258.0
Long-term debt 450.4 448.7
Deferred income taxes 51.0 55.4
Other noncurrent liabilities 65.5 63.7
Total liabilities 857.2 825.8
Commitments and contingencies (Note 15.)
Preferred stock: par value $ 0.01 per share; 60,000,000 shares authorized, none outstanding as of September 30, 2025 and 2024
— —
Common stock: par value $ 0.01 per share; 600,000,000 shares authorized; 156,331,004 and 156,227,170 shares outstanding as of September 30, 2025 and 2024, respectively
1.6 1.6
Additional paid-in capital 1,158.9 1,205.2
Accumulated deficit ( 174.2 ) ( 365.9 )
Accumulated other comprehensive loss ( 4.6 ) ( 30.8 )
Total stockholders’ equity 981.7 810.1
Total liabilities and stockholders’ equity $ 1,838.9 $ 1,635.9
The accompanying notes are an integral part of the consolidated financial statements.
F- 4
Table of Contents
Index to Financial Statements
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended September 30,
2025 2024 2023
(in millions, except per share amounts)
Net sales $ 1,429.7 $ 1,314.7 $ 1,275.7
Cost of sales 913.0 855.7 896.2
Gross profit 516.7 459.0 379.5
Operating expenses:
Selling, general and administrative 247.3 245.2 241.9
Strategic reorganization and other charges 8.8 15.8 10.2
Goodwill impairment — 16.3 —
Total operating expenses 256.1 277.3 252.1
Operating income 260.6 181.7 127.4
Pension (benefit) expense other than service ( 0.2 ) 4.0 3.7
Interest expense, net 6.6 12.7 14.7
Other expense — 1.6 —
Income before income taxes 254.2 163.4 109.0
Income tax expense 62.5 47.5 23.5
Net income $ 191.7 $ 115.9 $ 85.5
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:
Basic 156.4 155.9 156.3
Diluted 157.5 156.9 156.8
Dividends declared per share $ 0.268 $ 0.256 $ 0.244
The accompanying notes are an integral part of the consolidated financial statements.
F- 5
Table of Contents
Index to Financial Statements
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year ended September 30,
2025 2024 2023
(in millions)
Net income $ 191.7 $ 115.9 $ 85.5
Other comprehensive income (loss), net of income tax:
Pension actuarial amortization 4.8 8.8 7.8
Foreign currency translation 21.4 9.1 ( 11.9 )
Total other comprehensive income (loss) 26.2 17.9 ( 4.1 )
Total comprehensive income $ 217.9 $ 133.8 $ 81.4
The accompanying notes are an integral part of the consolidated financial statements.
F- 6
Table of Contents
Index to Financial Statements
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Common
stock Additional
paid-in
capital Accumulated
deficit Accumulated
other
comprehensive
(loss) income Total
(in millions)
Balance as of September 30, 2022 $ 1.6 $ 1,279.6 $ ( 567.3 ) $ ( 44.6 ) $ 669.3
Net income — — 85.5 — 85.5
Dividends declared — ( 38.1 ) — — ( 38.1 )
Stock-based compensation — 8.5 — — 8.5
Shares retained for employee taxes — ( 2.3 ) — — ( 2.3 )
Common stock issued — 2.7 — — 2.7
Stock repurchased under buyback program — ( 10.0 ) — — ( 10.0 )
Other comprehensive loss, net of tax — — — ( 4.1 ) ( 4.1 )
Balance as of September 30, 2023 1.6 1,240.4 ( 481.8 ) ( 48.7 ) 711.5
Net income — — 115.9 — 115.9
Dividends declared — ( 39.9 ) — — ( 39.9 )
Stock-based compensation — 9.0 — — 9.0
Shares retained for employee taxes — ( 2.0 ) — — ( 2.0 )
Common stock issued — 7.7 — — 7.7
Stock repurchased under buyback program — ( 10.0 ) — — ( 10.0 )
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
Dividends declared — ( 41.9 ) — — ( 41.9 )
Stock-based compensation — 10.7 — — 10.7
Shares retained for employee taxes — ( 4.8 ) — — ( 4.8 )
Common stock issued — 4.7 — — 4.7
Stock repurchased under buyback program — ( 15.0 ) — — ( 15.0 )
Other comprehensive income, net of tax — — — 26.2 26.2
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.
F- 7
Table of Contents
Index to Financial Statements
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended September 30,
2025 2024 2023
(in millions)
Operating activities:
Net income $ 191.7 $ 115.9 $ 85.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 39.7 39.1 34.4
Amortization 7.2 27.1 28.1
Goodwill impairment — 16.3 —
Non-cash asset impairment 1.0 1.8 —
(Gain) loss on sale of assets ( 0.2 ) 0.5 ( 4.0 )
Stock-based compensation 10.7 9.0 8.5
Pension cost 0.5 4.6 4.4
Deferred income taxes ( 7.0 ) ( 21.5 ) ( 14.4 )
Inventory reserves provision 2.0 4.5 0.4
Other, net 0.9 1.0 0.9
Changes in assets and liabilities:
Receivables, net ( 2.4 ) 8.4 10.9
Inventories ( 27.3 ) ( 8.0 ) ( 19.9 )
Other assets ( 20.0 ) ( 7.7 ) ( 3.3 )
Accounts payable 17.5 6.8 ( 19.7 )
Other current liabilities 4.2 31.7 ( 2.0 )
Other noncurrent liabilities 0.8 9.3 ( 0.8 )
Net cash provided by operating activities
219.3 238.8 109.0
Investing activities:
Capital expenditures ( 47.3 ) ( 47.4 ) ( 47.6 )
Proceeds from sales of assets 0.2 0.2 5.5
Net cash used in investing activities ( 47.1 ) ( 47.2 ) ( 42.1 )
Financing activities:
Dividends paid ( 41.9 ) ( 39.9 ) ( 38.1 )
Stock repurchased under buyback program
( 15.0 ) ( 10.0 ) ( 10.0 )
Employee taxes related to stock-based compensation ( 4.8 ) ( 2.0 ) ( 2.3 )
Common stock issued 4.7 7.7 2.7
Debt issuance costs — ( 0.9 ) —
Payments for finance lease obligations ( 1.3 ) ( 0.9 ) ( 1.1 )
Net cash used in financing activities ( 58.3 ) ( 46.0 ) ( 48.8 )
Effect of currency exchange rate changes on cash 7.7 4.0 ( 4.3 )
Net change in cash and cash equivalents 121.6 149.6 13.8
Cash and cash equivalents at beginning of year 309.9 160.3 146.5
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.
F- 8
Table of Contents
Index to Financial Statements
Supplemental cash flow information:
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.
F- 9
Table of Contents
Index to Financial Statements
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization
Mueller Water Products, Inc., a Delaware corporation, together with its consolidated subsidiaries, operates in two business segments: Water Flow Solutions and Water Management Solutions. Water Flow Solutions’ portfolio includes iron gate valves, specialty valves and service brass products. 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. The “Company,” “we,” “us” and “our” refer to Mueller Water Products, Inc. and its subsidiaries. With regard to the Company’s segments, “we,” “us” and “our” may also refer to the segment being discussed.
We have approximately 3,500 employees globally, of which approximately 42 % of our United States workers are covered by collective bargaining agreements.
Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses and the disclosure of contingent assets and liabilities for the reporting periods. Actual results could differ from those estimates. All significant intercompany balances and transactions have been eliminated.
Unless the context indicates otherwise, whenever we refer to a particular year, we mean our fiscal year ended or ending September 30 in that particular calendar year.
New Markets Tax Credit Program. On December 22, 2020, we entered into a financing transaction with Wells Fargo Community Investment Holdings, LLC (“Wells Fargo”) related to our brass foundry construction project in Decatur, Illinois under a qualified New Markets Tax Credit program (“NMTC”). The NMTC is a federal program intended to encourage capital investment in qualified lower income communities. Under the NMTC, investors claim federal income tax credits over a period of seven years in connection with qualified investments in the equity of community development entities (“CDE”s), which are privately managed investment institutions that are certified to make qualified low-income community investments, such as in our foundry project.
Under the NMTC, Wells Fargo contributed capital of $ 4.8 million to an investment fund and we loaned $ 12.2 million to the fund. Wells Fargo is entitled to the associated tax credits, which are subject to 100% recapture if we do not comply with various regulations and contractual provisions surrounding the foundry project. We have indemnified Wells Fargo for any loss or recapture of tax credits related to the transaction until the seven-year period elapses. We do not anticipate any credit recaptures will be required in connection with this arrangement.
The investment fund contributed $ 16.5 million cash for a 99.99% stake in a joint venture (“Sub-CDE”) with a CDE. The Sub-CDE then loaned $ 16.2 million to us, with the use of the loan proceeds restricted to foundry project expenditures. This transaction also includes a put/call provision under which we may be obligated or entitled to repurchase Wells Fargo’s interest in the investment fund. We believe that Wells Fargo will exercise its put option in December 2027 for nominal consideration, resulting in our becoming the sole owner of the investment fund, cancelling the related loans, and recognizing an estimated gain of $ 3.9 million.
We determined that the investment fund and the Sub-CDE are variable interest entities (“VIEs”) and that we are the primary beneficiary of the VIEs. The ongoing activities of the VIEs, namely collecting and remitting interest and fees and administering NMTC compliance, were contemplated in the initial design of the transaction and are not expected to significantly affect economic performance throughout the life of the VIEs. Additionally, we are obligated to deliver tax benefits and provide various other guarantees to Wells Fargo and to absorb the losses of the VIEs. Wells Fargo does not have a material interest in the underlying economics of the project. Consequently, we have included the financial statements of the VIEs in our consolidated financial statements.
Intercompany transactions between us and the VIEs have been eliminated in consolidation. 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.
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. Other direct costs associated with the transaction were capitalized and are being recognized as interest expense over the seven-year tax credit period. Incremental costs to maintain the structure during the compliance period are expensed as incurred and were immaterial to the consolidated financial statements.
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Note 2. Summary of Significant Accounting Policies
Cash and Cash Equivalents. All highly liquid investments with maturities of 90 days or less when purchased are classified as cash equivalents. Where there is no right of offset against cash balances, outstanding checks are included in Accounts payable.
Receivables, net. Receivables are amounts due from customers. 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 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:
2025 2024 2023
(in millions)
Balance at beginning of year $ 8.3 $ 7.3 $ 5.6
Provision charged to expense 0.2 2.7 1.9
Write-offs and other ( 4.9 ) ( 1.7 ) ( 0.2 )
Balance at end of year $ 3.6 $ 8.3 $ 7.3
Inventories, net. Inventories are recorded at the lower of first-in, first-out method cost or estimated net realizable value. We evaluate our inventory in terms of excess and obsolete exposures. This evaluation includes such factors as anticipated usage, inventory turnover, inventory levels and ultimate product sales value. Inventory cost includes an overhead component that is affected by levels of production and actual costs incurred. We periodically evaluate the effects of production levels and costs capitalized as part of Inventories, net.
The following table summarizes information concerning our inventory valuation reserves:
2025 2024 2023
(in millions)
Balance at beginning of year $ 21.4 $ 16.8 $ 16.5
Provision charged to expense 11.9 13.3 3.8
Inventory disposed ( 9.9 ) ( 8.7 ) ( 3.5 )
Balance at end of year $ 23.4 $ 21.4 $ 16.8
Maintenance and Repair Supplies and Tooling. Maintenance and repair supplies and tooling is included in Other current assets and Other noncurrent assets. Costs for perishable tools and maintenance items are expensed when put into service. Costs for more durable items are amortized over their estimated useful lives, ranging from 3 to 10 years.
Property, Plant and Equipment, net. Property, plant and equipment is recorded at cost, less accumulated depreciation. 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 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. Gains and losses upon disposition are reflected in operating results in the period of disposition.
Direct internal and external costs to implement computer systems and software for internal use are capitalized. 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.
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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. 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.
Leases. Refer to Note 4. for information regarding our leases.
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 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. Our exposure to workers’ compensation claims is generally limited to $ 0.8 million per incident. 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 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.
Warranty Costs. 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 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, 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:
2025 2024 2023
(in millions)
Balance at beginning of year $ 23.6 $ 15.7 $ 10.7
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
Deferred Financing Costs. Costs to obtain debt are deferred and amortized to expense over the term of the underlying debt agreement. When an amendment to the underlying debt or a prepayment occurs, the remaining cost and the period over which the financing costs are amortized are reassessed.
Deferred financing costs are offset against the underlying long-term debt in the accompanying consolidated balance sheets. 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 $ 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. These amounts are amortized over the remaining term of the respective debt using the effective interest method or on a straight-line basis. Refer to Note 7. for disclosures related to our borrowing arrangements.
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Income Taxes. Deferred tax liabilities and deferred tax assets are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Such assets and liabilities are determined based on the differences between the financial statement basis and the tax basis of assets and liabilities, using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided when, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
We record tax benefits for positions that management believes are more likely than not of being sustained under audit based solely on the technical merits of the associated tax position. The amount of tax benefit recognized for any position that meets the more-likely-than-not threshold is the largest amount of the tax benefit that we believe is greater than 50 % likely of being realized.
The Tax Cuts and Jobs Act (“Act”) subjects us to tax on global intangible low-taxed income (“GILTI”) earned by certain of our foreign subsidiaries. The Act states that we can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. We have elected to recognize the tax on GILTI in the period the tax is incurred.
Environmental Expenditures. We capitalize environmental expenditures that increase the life or efficiency of noncurrent assets or that reduce or prevent environmental contamination. We accrue for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and reasonably estimable. We are indemnified for certain environmental liabilities that existed as of August 16, 1999 under an agreement with a predecessor to Tyco. Refer to Note 15. for additional disclosures regarding our environmental liabilities.
Revenue Recognition. Refer to Note 3. for disclosures regarding our revenues.
Stock-based Compensation. Compensation expense for stock-based awards granted to employees and directors is based on the fair value at the grant dates for our stock-settled share awards and is based on the fair value at each reporting date for our cash-settled share awards. Stock-based compensation expense is included within Selling, general and administrative expense within our consolidated statements of operations. Refer to Note 10. for more information regarding our stock-based compensation.
Research and Development. Research and development costs are expensed as incurred.
Advertising. Advertising costs are expensed as incurred.
Translation of Foreign Currency. Foreign reporting entities are remeasured into local currencies with the effect reflected in the consolidated statements of operations. Assets and liabilities of our businesses whose functional currencies are not denominated in the United States dollar are translated into United States dollars using currency exchange rates at the balance sheet date. Revenues and expenses are translated at average currency exchange rates during the period. Foreign currency translation gains and losses are reported as a component of accumulated other comprehensive income (loss). 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 November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public business entities that disclose information on their reportable segments to provide additional information on their significant expense categories and “other segment items,” which represent the difference between segment revenue less significant segment expense and a segment’s measure of profit or loss. A description of “other segment items” is also required. Further, certain segment related disclosures that were limited to annual disclosure are now required at interim periods. Finally, public business entities are required to disclose the title and position of their Chief Operating Decision Maker (“CODM”) and explain how the CODM uses the reported measures of profit or loss to assess segment performance. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Upon adoption, ASU 2023-07 should be applied retrospectively to all prior periods. 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.
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Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09 “ Income Taxes (Topic 740): Improvements to Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires public business entities to disclose a tabular rate reconciliation utilizing percentages and reporting currency in specific categories with certain reconciling items at or above the specified 5% threshold to improve the transparency and comparability of disclosures. Additionally, entities are required to disclose the year-to-date amount of income taxes paid, net of refunds received, disaggregated by federal (national), state, and foreign jurisdictions. Disclosure of all individual jurisdictions where income taxes paid, net of refunds received, is 5% or more of the total is also required. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. Upon adoption, ASU 2023-09 should be applied on a prospective basis while retrospective application is permitted. We do not expect ASU 2023-09 to have a material impact on our financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires public business entities to disclose disaggregated information about certain income statement expense line items. These expenses include purchases of inventory, employee compensation, depreciation and intangible asset amortization for each income statement line item that contains these expenses. Additionally, specified expenses, gains or losses that are currently required to be disclosed must now be included in the disaggregated income statement expense line item disclosures and any remaining amounts should be described qualitatively. There is also a requirement to separately disclose total selling expenses and provide a definition of those expenses. 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.
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.
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Note 3. Revenue from Contracts with Customers
We recognize revenue when control of promised products or services is transferred to our customers, in amounts that reflect the consideration to which we expect to be entitled in exchange for those products or services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, the payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We determine the appropriate revenue recognition for our contracts with customers by analyzing the type, terms and conditions of each customer contract or arrangement.
The table below presents the balances of our customer receivables and deferred revenue:
September 30,
2025 2024
(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
Differences in the timing of revenue recognition, billing and cash collection result in customer receivables, advance payments and billings in excess of revenue recognized. Customer receivables include amounts billed and currently due from customers as well as unbilled amounts including contract assets. 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 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. Contract liabilities are reversed when the performance obligation is satisfied and revenue is recognized.
Deferred revenue primarily consists of amounts related to monitoring, leak detection, software and hosting services. Activity in deferred revenue is presented below:
September 30,
2025 2024
(in millions)
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 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
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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. To estimate variable consideration, we apply the expected value or the most likely amount method based on whichever method more appropriately predicts the amount of consideration we expect to receive. The method applied is typically based on historical experience and known trends. 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.
We do not adjust the transaction price of a contract for the effects of a significant financing component if, at the inception of the contract, we expect that the period between when we transfer a product or service to a customer and when a customer remits payment will be one year or less.
Revenues from products and services transferred to customers at a point in time represented 98 % of our revenues in fiscal years 2025, 2024, and 2023. The revenues recognized at a point in time related to the sale of our products and services are recognized when the obligations of the contract terms are satisfied, which is when the customer is able to direct the use of and obtain substantially all of the benefits from the product or service, which generally occurs upon shipment when control of the product or service transfers to the customer.
Revenues from products and services transferred to customers over time represented 2 % of our revenues in fiscal years 2025, 2024, and 2023.
We offer assurance warranties to our customers that the products provided will function as intended and comply with any agreed-upon specifications. These warranties cannot be purchased separately. On limited products, we offer extended warranties, which may be purchased separately.
Costs to Obtain or Fulfill a Contract
Shipping and handling costs associated with freight activities after the customer has obtained control are accounted for as fulfillment costs and are expensed to Cost of sales within our consolidated statements of operations at the time revenue is recognized.
We incur certain incremental costs to obtain a contract, which primarily relate to incremental sales commissions. 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 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.
Note 4. Leases
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 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.
We determine if a contract is, or contains, a lease at inception by evaluating whether the contract conveys the right to control the use of an identified asset. For all classes of leased assets, we have elected the practical expedient to account for any non-lease components in the contract together with the related lease component in the same unit of account.
Right-of-Use (“ROU”) assets and lease liabilities are recognized in our consolidated balance sheets at the lease commencement date based on the present value of the lease payments over the lease term. 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
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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.
For all classes of leased assets, we have applied an accounting policy election to exclude short-term leases from recognition in our consolidated balance sheets. A short-term lease has a term of 12 months or less at the commencement date and does not include a purchase or extension option that is reasonably certain of exercise. 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 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.
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.
The components of lease cost are presented below:
Year ended September 30,
2025 2024 2023
(in millions)
Operating lease cost $ 7.5 $ 6.9 $ 6.3
Finance lease cost 1.3 0.9 1.1
Total lease cost
$ 8.8 $ 7.8 $ 7.4
Supplemental cash flow information related to leases is presented below:
Year ended September 30,
2025 2024
(in millions)
Operating cash used for operating leases $ 7.5 $ 7.0
Financing cash used for finance leases $ 1.3 $ 0.9
Supplemental information regarding our lease assets and liabilities is presented below:
September 30,
2025 2024
(in millions)
Right-of-use assets:
Operating leases Other noncurrent assets $ 27.3 $ 26.9
Finance leases Plant, property and equipment 4.1 2.7
Total right-of-use assets $ 31.4 $ 29.6
Lease liabilities:
Operating leases - current Other current liabilities $ 6.4 $ 5.5
Operating leases - noncurrent Other noncurrent liabilities 22.0 22.5
Finance leases - current Current portion of long-term debt 1.2 0.8
Finance leases - noncurrent Long-term debt 2.9 1.9
Total lease liabilities $ 32.5 $ 30.7
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Supplemental information related to lease terms and discount rates is presented below.
Year ended September 30,
2025 2024
Weighted-average remaining lease term (years):
Operating leases 5.51 6.14
Finance leases 3.36 3.64
Weighted-average interest rate:
Operating leases 5.44 % 5.48 %
Finance leases 7.24 % 7.10 %
Scheduled maturities for our lease liabilities as of September 30, 2025 are as follows:
Operating Leases Finance Leases
(in millions)
2026 $ 7.8 $ 1.5
2027 7.0 1.3
2028 5.4 1.3
2029 3.5 0.5
2030 2.5 0.1
Thereafter 6.6 —
Total lease payments 32.8 4.7
Less: imputed interest ( 4.4 ) ( 0.6 )
Present value of lease liabilities $ 28.4 $ 4.1
Note 5. Goodwill and Intangible Assets
Goodwill
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 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. We weight the approaches in a manner considering the risks of the underlying cash flows. The key assumptions used in estimating the fair value of our reporting units utilizing the income approach include management's best estimate of revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin, and discount rate. The key assumptions used in estimating the fair value of our reporting units utilizing the market approach include revenue multiples, and EBITDA multiples. Accordingly, a change in market conditions or other factors could have a material effect on the estimated values. There are inherent uncertainties related to the assumptions used and to management's application of these assumptions.
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. 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, during the fourth quarter of 2024, in the forecasted product portfolio.
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Indefinite-lived Intangible Assets
Indefinite-lived intangible assets are tested for impairment on an annual basis on September 1 of each fiscal year or more frequently if events or circumstances indicate that it is more likely than not that the asset is impaired. We test our trade name indefinite-lived intangible assets for impairment using a “royalty savings method”, which is an income approach using a variation of the discounted cash flow method. This method estimates a fair value by calculating an estimated discounted future cash flow stream from the hypothetical licensing of the indefinite-lived intangible assets. If the estimated fair value exceeds the carrying value, no impairment is indicated. If the estimated fair value is less than the carrying value, impairment is indicated. 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 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. 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.
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 $ 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:
September 30,
2025 2024
(in millions)
Capitalized internal-use software:
Cost $ 42.3 $ 40.1
Accumulated amortization ( 34.4 ) ( 32.4 )
Capitalized internal-use software, net $ 7.9 $ 7.7
Business combination-related:
Cost:
Finite-lived intangible assets:
Technology $ 122.4 $ 118.6
Customer relationships and other 371.9 371.5
Indefinite-lived intangible assets:
Trade names and trademarks 273.0 272.5
$ 767.3 $ 762.6
Accumulated amortization:
Technology $ ( 103.2 ) $ ( 97.9 )
Customer relationships and other ( 364.7 ) ( 362.7 )
( 467.9 ) ( 460.6 )
Business combination-related intangible assets, net 299.4 302.0
Intangible assets, net $ 307.3 $ 309.7
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Index to Financial Statements
Goodwill
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 as of September 30, 2023:
Goodwill $ 817.8
Accumulated impairment ( 724.1 )
Net goodwill 93.7
2024 Activity:
Goodwill impairment ( 16.3 )
Change in foreign currency exchange rates 3.3
Balance as of September 30, 2024:
Goodwill 821.1
Accumulated impairment ( 740.4 )
Net goodwill 80.7
2025 Activity:
Change in foreign currency exchange rates 8.5
Balance as of September 30, 2025:
Goodwill 829.6
Accumulated impairment ( 740.4 )
Net goodwill $ 89.2
Note 6. Income Taxes
The components of income before income taxes are presented below:
2025 2024 2023
(in millions)
U.S. $ 248.2 $ 176.1 $ 83.2
Non-U.S. 6.0 ( 12.7 ) 25.8
Income before income taxes $ 254.2 $ 163.4 $ 109.0
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. 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, 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. are closed for years prior to our fiscal year 2022. We remain liable for any taxes related to U.S. Pipe income for periods prior to 2012 pursuant to the terms of the sale agreement with the purchaser of the business.
Our state income tax returns are generally closed for years prior to our fiscal year 2022, except with regard to our state net operating loss carryforwards. Our Canadian income tax returns are generally closed for years prior to our fiscal year 2018. We do not have any material unpaid assessments .
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Index to Financial Statements
The components of income tax expense are as follows:
2025 2024 2023
(in millions)
Current:
U.S. federal $ 56.0 $ 53.4 $ 28.4
U.S. state and local 11.7 14.8 6.0
Non-U.S. 1.8 0.8 3.5
Total current income tax expense 69.5 69.0 37.9
Deferred:
U.S. federal ( 5.2 ) ( 20.7 ) ( 11.2 )
U.S. state and local ( 0.5 ) ( 1.1 ) ( 3.3 )
Non-U.S. ( 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
The reconciliation between income tax expense at the United States federal statutory income tax rate and reported income tax expense is presented below:
2025 2024 2023
(in millions)
Expense at U.S. federal statutory income tax rate $ 53.4 $ 34.3 $ 22.9
Adjustments to reconcile to income tax expense:
State income taxes, net of federal benefit 9.0 9.6 1.5
Uncertain tax positions 0.2 ( 2.3 ) 0.5
Nondeductible compensation 4.0 2.1 1.8
Nondeductible expenses, other than compensation 0.7 0.6 0.9
Valuation allowances 0.3 3.0 ( 0.6 )
Basis difference in foreign investment — 0.1 0.1
Foreign income taxes ( 1.6 ) ( 0.8 ) ( 2.0 )
Excess tax (benefit) deficit related to stock compensation ( 2.0 ) ( 0.6 ) 0.3
Tax credits ( 2.9 ) ( 3.3 ) ( 3.5 )
Goodwill impairment — 1.9 —
Other 1.4 2.9 1.6
Income tax expense $ 62.5 $ 47.5 $ 23.5
The following table summarizes information concerning our gross unrecognized tax benefits:
2025 2024
(in millions)
Balance at beginning of year $ 3.0 $ 5.0
Increase related to current year positions 0.8 0.8
Decrease as a result of statute of limitations lapse ( 0.6 ) ( 2.8 )
Balance at end of year $ 3.2 $ 3.0
Substantially all unrecognized tax benefits would, if recognized, impact the effective tax rate. 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. 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.
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Index to Financial Statements
Deferred income tax balances are presented below:
September 30,
2025 2024
(in millions)
Deferred income tax assets:
Accrued expenses $ 18.0 $ 19.3
Lease liabilities 9.1 7.5
Inventories 7.9 5.0
State net operating losses 1.4 1.9
Net operating losses and credit carryovers 16.7 15.9
Stock-based compensation 4.8 4.3
Section 174 research and development capitalization
30.4 23.1
Other 3.0 5.3
Total deferred income tax assets 91.3 82.3
Valuation allowance ( 18.0 ) ( 18.0 )
Total deferred income tax assets, net of valuation allowance 73.3 64.3
Deferred income tax liabilities:
Intangible assets 67.4 68.2
Lease assets 7.9 6.7
Basis difference in foreign investment 7.0 6.0
Pension 4.5 3.0
Property, plant and equipment 36.4 34.7
Other 1.1 1.1
Total deferred income tax liabilities 124.3 119.7
Net deferred income tax liabilities $ 51.0 $ 55.4
We evaluate the need for a valuation allowance against our deferred tax assets each quarter considering results to date, projections of taxable income, tax planning strategies and reversing taxable temporary differences.
Our state net operating loss carryforwards, which expire between our fiscal years 2025 and 2027, remain available to offset future taxable earnings; however, we currently do not expect full utilization of certain state net operating loss carryforwards before their expiration. 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.
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Index to Financial Statements
Note 7. Borrowing Arrangements
The components of our long-term debt are as follows:
September 30,
2025 2024
(in millions)
4.0% Senior Notes $ 450.0 $ 450.0
Finance leases 4.1 2.7
Total debt 454.1 452.7
Less: deferred financing costs 2.5 3.2
Less: 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 . Our asset-based lending agreement, as amended, (“ABL”) is provided by a syndicate of banking institutions and consists of a revolving credit facility for up to $ 175.0 million in borrowing capacity that matures the earlier of (a) March 16, 2029, which is ninety-one days prior to the stated maturity date of our 4.0 % Senior Notes if the Notes are still outstanding on that date or (b) March 28, 2029. The ABL includes the ability to borrow up to $ 25.0 million of swing line loans and up to $ 60.0 million of letters of credit. 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.
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. The borrowing base under the ABL is equal to the sum of (a) 85 % of the value of eligible accounts receivable and (b) the lesser of (i) 70 % of the value of eligible inventory or (ii) 85 % of the net orderly liquidation value of eligible inventory, less certain reserves. 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. Our obligations under the ABL are secured by a first-priority perfected lien on all of our United States inventory, accounts receivable, certain cash balances and other supporting assets.
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. 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. On May 28, 2021, we privately issued $ 450.0 million of 4.0 % Senior Notes, which mature on June 15, 2029 and bear interest at 4.0 %, paid semi-annually in June and December. We capitalized $ 5.5 million of financing costs, which are being amortized over the term of the 4.0 % Senior Notes using the effective interest method. Proceeds from the 4.0 % Senior Notes, along with cash on hand were used to redeem our previously existing notes. Substantially all of our United States subsidiaries guarantee the 4.0 % Senior Notes, which are subordinate to borrowings under our ABL. Based on quoted market prices, which is a Level 1 measurement, the outstanding 4.0 % Senior Notes had a fair value of $ 434.1 million as of September 30, 2025.
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Index to Financial Statements
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 may redeem some or all of the 4.0 % Senior Notes at any time after June 15, 2024, at specified redemption prices. Upon a Change of Control (as defined in the Indenture), we could be required to offer to purchase the 4.0 % Senior Notes at a price equal to 101 % of the outstanding principal amount if there is a Ratings Decline (as defined in the Indenture).
Note 8. Retirement Plans
Defined Benefit Plans. We have a defined benefit plan (“Pension Plan”) that we fund in accordance with its requirements and, where applicable, in amounts sufficient to satisfy the minimum funding requirements of applicable laws. 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 the Pension Plan is as follows:
September 30,
2025 2024 2023
Weighted average used to determine benefit obligations:
Discount rate
5.47 % 5.07 % 6.29 %
Weighted average used to determine net periodic cost:
Discount rate
5.07 % 6.29 % 5.79 %
Expected return on plan assets
5.75 % 5.75 % 5.75 %
The discount rate for determining the present value of pension obligations was selected using a “bond settlement” approach, which constructs a hypothetical bond portfolio that could be purchased such that the coupon payments and maturity values could be used to satisfy the projected benefit payments. 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. 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.
The expected return on plan assets is determined with the assistance of the Pension Plan’s actuaries and investment consultants. Expected return on plan assets was developed using forward-looking returns over a time horizon of approximately 20 years for major asset classes along with projected risk and historical correlations.
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Index to Financial Statements
Amounts recognized for the Pension Plan are presented below:
September 30,
2025 2024
(in millions)
Projected benefit obligations:
Beginning of year $ 247.9 $ 233.2
Service cost 0.7 0.6
Interest cost 12.0 13.9
Actuarial (gain)/loss ( 7.7 ) 22.2
Benefits paid ( 21.5 ) ( 22.0 )
Accumulated benefit obligations at end of year $ 231.4 $ 247.9
Plan assets:
Beginning of year $ 261.4 $ 239.8
Actual return on plan assets 11.0 43.6
Benefits paid ( 21.5 ) ( 22.0 )
Fair value of plan assets at end of year $ 250.9 $ 261.4
Prepaid benefit cost at end of year:
Funded status $ 19.5 $ 13.5
Recognized on balance sheet:
Other noncurrent assets $ 19.5 $ 13.5
Recognized in accumulated other comprehensive loss, before tax:
Net actuarial loss $ 50.2 $ 56.6
The components of net periodic cost for the Pension Plan are presented below:
2025 2024 2023
(in millions)
Service cost $ 0.7 $ 0.6 $ 0.8
Components of net periodic cost excluded from operating income:
Interest cost 12.0 13.9 13.9
Expected return on plan assets ( 14.4 ) ( 13.0 ) ( 13.9 )
Amortization of actuarial net loss 2.2 3.1 3.7
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 gain ( 4.2 )
Prior year actuarial loss amortization to net periodic cost ( 2.2 )
Balance at end of year $ 50.2
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Index to Financial Statements
We amortize amounts in accumulated other comprehensive loss representing unrecognized prior year service cost and unrecognized loss related to the Pension Plan over the weighted average life expectancy of the inactive participants. Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10 % of the greater of the benefit obligation and the market-related value of assets. Gains and losses in excess of the corridor are generally amortized over the average remaining lifetime of the plan participants.
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 as of September 30, 2025 and actual asset allocations are as follows:
Strategic asset allocation Actual asset allocations at
September 30,
Tactical range 2025 2024 2023
Fixed income investments 70 % 67 % - 73 % 69 % 69 % 70 %
Equity investments 30 27 % - 33 % 30 30 29
Cash — 0 % - 5 % 1 1 1
100 % 100 % 100 % 100 %
Assets of the Pension Plan are allocated to various investments to attain diversification and reasonable risk-adjusted returns while also managing the exposure to asset and liability volatility. These ranges are targets and deviations may occur from time to time as a result of market fluctuations. Portfolio assets are typically rebalanced to the allocation targets at least annually.
The assets of the Pension Plan are primarily invested in mutual funds and investment trusts valued at net asset value, which in turn hold fixed income and equity investments. The valuation methodologies used to measure the assets of the Pension Plan at fair value are:
• Mutual funds are valued at the closing price reported on the active market;
• Fixed income fund investments held by the investment trusts are valued using the closing price reported in the active market in which the investment is traded. When market quotations are not readily available, these assets are valued by a method the trustees believe accurately reflects fair value.
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Index to Financial Statements
The assets of the Pension Plan by level within the fair value hierarchy are as follows:
September 30, 2025
Level 1 Level 2 Total
(in millions)
Fixed income $ 131.2 $ 41.9 $ 173.1
Equity:
Large cap index funds 38.0 — 38.0
International stocks:
International funds 37.7 — 37.7
Total equity 75.7 — 75.7
Cash and cash equivalents 2.1 — 2.1
Total Plan assets
$ 209.0 $ 41.9 $ 250.9
September 30, 2024
Level 1 Level 2 Total
(in millions)
Fixed income $ 131.8 $ 49.8 $ 181.6
Equity:
Large cap index funds 39.1 — 39.1
International stocks:
International funds 38.9 — 38.9
Total equity 78.0 — 78.0
Cash and cash equivalents 1.8 — 1.8
Total Plan assets
$ 211.6 $ 49.8 $ 261.4
Our estimated future pension benefit payments as of September 30, 2025 are presented below (in millions):
2026 $ 22.3
2027 22.0
2028 21.5
2029 20.9
2030 20.3
2031-2035 90.7
Total
$ 197.7
Defined Contribution Retirement Plans. Certain of our employees participate in a defined contribution 401(k) plan or similar plan outside of the United States. We make matching contributions as a function of employee contributions. We expensed our matching contributions of $ 10.0 million, $ 9.1 million and $ 8.2 million during 2025, 2024 and 2023, respectively.
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Index to Financial Statements
Note 9. Capital Stock
Common stock share activity is presented below:
Shares outstanding as of September 30, 2022 155,844,138
Vesting of restricted stock units, net of shares withheld for taxes 256,724
Exercise of stock options 110,989
Exercise of employee stock purchase plan instruments 181,483
Settlement of performance-based restricted stock units, net of shares withheld for taxes 193,428
Stock repurchased under buyback program ( 714,830 )
Shares outstanding as of September 30, 2023 155,871,932
Vesting of restricted stock units, net of shares withheld for taxes 207,986
Exercise of stock options 517,839
Exercise of employee stock purchase plan instruments 129,356
Settlement of performance-based restricted stock units, net of shares withheld for taxes 136,846
Stock repurchased under buyback program ( 636,789 )
Shares outstanding as of September 30, 2024 156,227,170
Vesting of restricted stock units, net of shares withheld for taxes 206,139
Exercise of stock options 246,577
Exercise of employee stock purchase plan instruments 92,590
Settlement of performance-based restricted stock units, net of shares withheld for taxes 150,081
Stock repurchased under buyback program ( 591,553 )
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. The preferred stock may be issued in one or more series and with such designations and preferences for each series as shall be stated in the resolutions providing for the designation and issue of each such series adopted by the Board of Directors of the Company. The Board of Directors is authorized by the Company's articles of incorporation to determine the voting, dividend, redemption and liquidation preferences pertaining to each such series. No shares of preferred stock have been issued by the Company as of September 30, 2025.
Note 10. Stock-based Compensation Plans
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.
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.
The Mueller Water Products, Inc. 2006 Stock Incentive Plan (“2006 Plan”) authorizes an aggregate of 23,800,000 shares of common stock that may be granted through the issuance of stock-based awards. Any awards canceled are available for reissuance. Generally, all of our employees and members of our Board of Directors are eligible to participate in 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.
An award granted under the 2006 Plan vests at such times and in such installments as set by the Compensation and Human Resources Committee of our Board of Directors (“Compensation Committee”), but no award will be exercisable after the 10 -year anniversary of the date on which it is granted. Management expects some instruments will be forfeited prior to vesting. Grants to members of our Board of Directors are expected to vest fully. Based on historical forfeitures, we expect certain grants to employees to be forfeited at an annual rate of 2 %.
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Index to Financial Statements
Restricted Stock Units. Depending on the specific terms of each award, restricted stock units generally vest ratably over the life of the award, usually three years , on each anniversary date of the original grant. Compensation expense for restricted stock units is recognized between the grant date and the vesting date (or the date on which a participant becomes retirement-eligible, if sooner) on a straight-line basis for each tranche of each award. Fair values of restricted stock units are determined using the closing price of our common stock on the respective grant date.
Restricted stock unit activity under the 2006 Plan is summarized below:
Restricted stock units Weighted
average
grant date fair value per unit
Outstanding as of September 30, 2022 358,732 $ 12.77
Granted 625,518 12.78
Vested ( 301,864 ) 12.83
Cancelled ( 109,103 ) 12.00
Outstanding as of September 30, 2023 573,283 12.88
Granted 301,908 14.91
Vested ( 367,315 ) 12.99
Cancelled ( 54,080 ) 12.85
Outstanding as of September 30, 2024 453,796 14.15
Granted 194,334 26.13
Vested ( 283,026 ) 13.81
Cancelled ( 10,770 ) 18.55
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. Our performance-based awards consist of performance-based restricted stock units (“PRSUs”). PRSUs represent a target number of units that may be paid out at the end of a multi-year award cycle consisting of annual performance periods coinciding with our fiscal years. As determined at the date of award, PRSUs may settle in cash-value equivalent of, or directly in, shares of our common stock. Settlement will range from zero to two times the number of PRSUs granted, depending on our financial performance against predetermined targets. The grant date for each year’s performance period is set when the Compensation Committee establishes performance goals for the period, normally within 90 days of the beginning of each performance period. At the end of the performance period, the Compensation Committee confirms performance against the applicable performance targets. PRSUs do not convey voting rights or earn dividends. PRSUs vest on the last day of an award cycle, unless vested sooner as a result of a “Change of Control” of the Company, or the death, disability or retirement of a participant.
We recognize compensation expense for stock-settled PRSUs starting on the first day of the applicable performance period and ending on the respective vesting dates. 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 2025 and 2024, no shares vested related to PRSUs. In 2023, 163,999 shares vested related to PRSUs.
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Index to Financial Statements
Stock-settled PRSUs activity under the 2006 Plan is summarized below:
Award date Settlement year Performance period Grant date per unit fair value Units
awarded Units forfeited Net units Performance factor Shares
earned
December 3, 2019 2023 2020 $ 11.26 69,988 ( 2,391 ) 67,597 0.909 61,446
2021 11.86 69,989 ( 9,614 ) 60,375 1.161 70,096
2022 13.81 69,988 ( 9,614 ) 60,374 0.700 42,262
November 29, 2022 2026 2023-2025
11.41 166,284 ( 92,550 ) 73,734 2.000 147,468
November 28, 2023 2027 2024-2026
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. Our market-based awards consist of market-based restricted stock units (“MRSUs”). MRSUs represent a target number of units that may be paid out at the end of a three-fiscal year award cycle based on a calculation of our relative total shareholder return (“TSR”) performance as compared with the TSR of a selected peer group. Settlements in our common shares will range from zero to two times the number of MRSUs granted, depending on our TSR performance ranking within the peer group. 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 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
Units granted 7,692 64,044
Variables used in determining grant date fair value:
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. Stock options generally vest on each anniversary date of the original grant ratably over three years . Compensation expense attributed to stock options is based on the fair value of the awards on their respective grant dates, as determined using a Black-Scholes model.
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Index to Financial Statements
The assumptions used to determine the grant date fair value are indicated below for grants issued during our 2025 fiscal year:
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 %
Expected term (in years) 6.00 6.00
The expected dividend yield is based on our estimated annual dividend and our stock price history at the grant date. 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.
Stock option activity under the 2006 Plan is summarized below:
Options Weighted
average
exercise
price
per option Weighted
average
remaining
contractual
term (years) Aggregate
intrinsic
value
(millions)
Outstanding as of September 30, 2022 1,013,293 $ 12.19 7.7 $ 0.3
Granted
573,279 11.41
Exercised ( 131,989 ) 9.59 0.4
Cancelled ( 327,115 ) 12.16
Outstanding as of September 30, 2023 1,127,468 12.10 7.8 $ 1.0
Granted 457,356 13.22
Exercised ( 517,839 ) 12.05 5.0
Cancelled ( 135,215 ) 12.69
Outstanding as of September 30, 2024 931,770 12.60 7.9 $ 8.5
Granted 228,615 25.54
Exercised ( 246,577 ) 12.33 3.3
Cancelled ( 5,604 ) 19.45
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 as of September 30, 2025 are summarized below:
Exercise price Outstanding Options
Weighted
average
exercise price Weighted
average
remaining
contractual
term (years) Exercisable options Weighted
average
exercise price
$ 10.00 - $ 14.99 682,415 $ 12.70 7.3 374,295 $ 12.60
$ 25.00 - $ 29.99 225,789 25.54 9.2 — —
908,204 $ 15.89 374,295 $ 12.60
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Employee Stock Purchase Plan. The Mueller Water Products, Inc. 2006 Employee Stock Purchase Plan (“ESPP”) authorizes the sale of up to 7,600,000 shares of our common stock to employees. Generally, all full-time, active employees are eligible to participate in the ESPP, subject to certain restrictions. Employee purchases are funded through payroll deductions, and any excess payroll withholdings are returned to the employee. 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. As of September 30, 2025, 3,499,685 shares were available for issuance under the ESPP.
Phantom Plan. Under the Mueller Water Products, Inc. Phantom Plan adopted in 2012 (“Phantom Plan”), we have awarded “phantom units” to certain non-officer employees. A phantom unit settles in cash equal to the price of one share of our common stock on the vesting date. Phantom units generally vest ratably over three years on each anniversary date of the original grant. 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 $ 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:
Phantom
Plan units Weighted
average
grant date
fair value
per unit Aggregate intrinsic value (millions)
Outstanding as of September 30, 2022 339,131 $ 12.74
Granted 294,063 11.53
Vested ( 156,012 ) $ 0.1
Cancelled ( 120,515 ) 12.22
Outstanding as of September 30, 2023 356,667 12.09
Granted 236,250 13.28
Vested ( 156,585 ) $ 1.5
Cancelled ( 20,952 ) 12.53
Outstanding as of September 30, 2024 415,380 12.71
Granted 143,589 25.61
Vested ( 195,118 ) $ 2.5
Cancelled ( 39,482 ) 16.01
Outstanding as of September 30, 2025 324,369 $ 18.03
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Note 11. Supplemental Balance Sheet Information
Selected supplemental balance sheet information is presented below:
September 30,
2025 2024
(in millions)
Inventories, net:
Purchased components and raw materials $ 169.5 $ 163.6
Work in process 67.5 65.8
Finished goods 91.7 72.3
Total inventories, net $ 328.7 $ 301.7
Other current assets:
Prepaid expenses $ 20.8 $ 17.2
Other current assets 36.0 20.7
Total other current assets $ 56.8 $ 37.9
Property, plant and equipment, net:
Land $ 6.5 $ 6.5
Buildings 133.6 126.6
Machinery and equipment 590.3 550.4
Construction in progress 53.7 45.2
Total property, plant and equipment 784.1 728.7
Accumulated depreciation ( 448.4 ) ( 409.9 )
Total property, plant and equipment, net $ 335.7 $ 318.8
Other current liabilities
Compensation and benefits $ 61.3 $ 58.3
Customer rebates 19.9 16.9
Warranty accrual 10.6 13.3
Other current liabilities 62.9 58.8
Total other current liabilities $ 154.7 $ 147.3
Note 12. Supplemental Statement of Operations Information
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.
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Activity in accrued restructuring, reported within Other current liabilities, is presented below:
2025 2024 2023
(in millions)
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 )
Balance at end of year $ 1.1 $ 3.4 $ 6.6
Selected supplemental statement of operations information is presented below:
2025 2024 2023
(in millions)
Included in selling, general and administrative expenses:
Research and development $ 19.9 $ 20.5 $ 25.9
Advertising $ 4.6 $ 5.8 $ 4.7
Interest expense, net:
4.0% Senior Notes $ 18.0 $ 18.0 $ 18.0
Deferred financing costs amortization 1.0 1.0 1.0
ABL Agreement 0.8 0.9 0.9
Capitalized interest ( 0.5 ) ( 0.1 ) ( 1.6 )
Other interest expense 0.7 1.7 0.1
Total interest expense 20.0 21.5 18.4
Interest income ( 13.4 ) ( 8.8 ) ( 3.7 )
Net interest expense $ 6.6 $ 12.7 $ 14.7
Note 13. Accumulated Other Comprehensive Loss
Accumulated other comprehensive income (loss) is as follows:
Foreign currency translation, net of income tax Pension actuarial amortization, net of income tax Total
(in millions)
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.
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Note 14. Segment Information
Our business units and reportable segments are Water Flow Solutions and Water Management Solutions. Water Flow Solutions’ portfolio includes iron gate valves, specialty valves and service brass products. 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.
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. Corporate expenses include those costs incurred by our corporate function, such as accounting, treasury, risk management, human resources, legal, tax and other administrative functions. Corporate assets principally consist of our cash, operating lease assets, and certain real property previously owned by U.S. Pipe and Anvil.
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
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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
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Business segment assets primarily consist of inventories and intangible assets. Other relevant segment information is presented below:
Water Flow
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:
United States Israel Other Total
(in millions)
Property, plant and equipment, net:
September 30, 2025 $ 318.9 $ 12.8 $ 4.0 $ 335.7
September 30, 2024 $ 302.8 $ 11.9 $ 4.1 $ 318.8
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Year ended September 30,
2025 2024 2023
(in millions)
Water Flow Solutions disaggregated net revenue:
Central $ 227.7 $ 196.8 $ 176.0
Northeast 148.9 139.2 130.6
Southeast 189.2 181.6 118.4
West 203.5 185.5 160.9
United States 769.3 703.1 585.9
Canada 44.0 42.2 36.2
Other international locations 11.6 10.2 12.3
$ 824.9 $ 755.5 $ 634.4
Water Management Solutions disaggregated net revenue:
Central $ 161.4 $ 149.4 $ 169.2
Northeast 122.7 120.3 151.2
Southeast 136.0 132.4 137.4
West 124.4 103.6 119.0
United States 544.5 505.7 576.8
Canada 33.6 33.3 38.3
Other international locations 26.7 20.2 26.2
$ 604.8 $ 559.2 $ 641.3
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.
Note 15. 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. We provide for costs relating to these matters when a loss is probable and the amount is reasonably estimable. Legal and administrative costs related to these matters are expensed as incurred. The effect of the outcome of these matters on our financial statements cannot be predicted with certainty as any such effect depends on the amount and timing of the resolution of such matters. Other than the litigation described below, we do not believe that any of our outstanding litigation would have a materially adverse effect on our financial position, results of operations, cash flows or liquidity.
Environmental. We are subject to a wide variety of laws and regulations concerning the protection of the environment, both with respect to the operations at many of our properties and with respect to remediating environmental conditions that may exist at our own or other properties. We accrue for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and reasonably estimable.
In the acquisition agreement pursuant to which a predecessor to Tyco International plc, now Johnson Controls International plc (“Tyco”), sold our businesses to a previous owner in August 1999, Tyco agreed to indemnify us and our affiliates, among other things, for all “Excluded Liabilities.” Excluded Liabilities include, among other things, substantially all liabilities relating to the time prior to August 1999, including environmental liabilities. The indemnity survives indefinitely. 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
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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.
The purchaser of U.S. Pipe has been identified as a “potentially responsible party” (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act in connection with a former manufacturing facility operated by U.S. Pipe that was in the vicinity of a proposed Superfund site located in North Birmingham, Alabama. Under the terms of the acquisition agreement relating to our sale of U.S. Pipe, we agreed to indemnify the purchaser for certain environmental liabilities, including those arising out of the former manufacturing site in North Birmingham. 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 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.
CBP Matter . On October 4, 2024, we delivered to U.S. Customs and Border Protection (“CBP”) a prior disclosure letter to correct information reported at the time of entry under United States laws and customs regulations with respect to the origin of certain products that were supplied by a manufacturer in Canada but that we subsequently determined had not been substantially transformed in Canada, resulting in the underpayment of certain duties to CBP. We identified the entry discrepancies related to our U.S. import of such products and provided the information to CBP. 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 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 . We are a party to contracts in which it is common for us to agree to indemnify third parties for certain liabilities that arise out of or relate to the subject matter of the contract. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by gross negligence or willful misconduct. We cannot estimate the potential amount of future payments under these indemnities until events arise that would trigger a liability under the indemnities.
Additionally, in connection with the sale of assets and the divestiture of businesses, such as the divestitures of U.S. Pipe and Anvil, we may agree to indemnify buyers and related parties for certain losses or liabilities incurred by these parties with respect to: (i) the representations and warranties made by us to these parties in connection with the sale and (ii) liabilities related to the pre-closing operations of the assets or business sold. Indemnities related to pre-closing operations generally include certain environmental and tax liabilities and other liabilities not assumed by these parties in the transaction.
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. 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.
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Other Matters. We monitor and analyze our warranty experience and costs periodically and may revise our accruals as necessary. 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.
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. While the results of litigation cannot be predicted with certainty, we believe that the final outcome of such other litigation is not likely to have a materially adverse effect on our financial position, results of operations, cash flows or liquidity.
Note 16. Subsequent Events
Dividend Declaration
On October 23, 2025 , our Board of Directors declared a dividend of $ 0.070 per share on our common stock, payable on or about November 20, 2025 , to stockholders of record at the close of business on November 10, 2025 .
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.