What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2026-02-05 · 130 added, 66 removed, 505 unchanged (28% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, September 30,

March 31, September 30,

(in millions, except share amounts)

22 unchanged sentences

60,000,000 shares authorized;

none outstanding as of December 31, 2025, and September 30, 2025

none outstanding as of March 31, 2026, and September 30, 2025

Common stock:

1 unchanged sentence

600,000,000 shares authorized;

156,360,152 and 156,331,004 shares outstanding as of December 31, 2025, and September 30, 2025, respectively

156,446,656 and 156,331,004 shares outstanding as of March 31, 2026, and September 30, 2025, respectively

Additional paid-in capital 1,136.7 1,158.9

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

Three months ended Six months ended

March 31, March 31,

2026 2025 2026 2025

(in millions, except per share amounts)

8 unchanged sentences

Other expenses:

Pension benefit other than service — ( 0.1 ) — ( 0.1 )

Interest expense, net 1.6 2.3 2.6 3.9

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended

Three months ended Six months ended

March 31, March 31,

2026 2025 2026 2025

(in millions)

3 unchanged sentences

Foreign currency translation ( 0.5 ) ( 1.2 ) 8.2 ( 2.5 )

Total other comprehensive income (loss), net of income tax 9.1 ( 0.9 )

Total other comprehensive (loss) income, net of income tax ( 0.1 ) ( 0.8 ) 9.0 ( 1.7 )

Comprehensive income $ 59.0 $ 50.5 $ 111.3 $ 84.9

15 unchanged sentences

Common stock issued — 0.7 — — 0.7

Common stock repurchased under buyback program — ( 5.5 ) — — ( 5.5 )

Stock repurchased under buyback program — ( 5.5 ) — — ( 5.5 )

Other comprehensive income, net of tax — — — 9.1 9.1

Balance as of December 31, 2025 $ 1.6 $ 1,143.1 $ ( 131.0 ) $ 4.5 $ 1,018.2

Net income — — 59.1 — 59.1

Dividends declared — ( 11.0 ) — — ( 11.0 )

Stock-based compensation — 4.1 — — 4.1

Shares retained for employee taxes — ( 0.1 ) — — ( 0.1 )

Common stock issued — 0.6 — — 0.6

Other comprehensive loss, net of tax — — — ( 0.1 ) ( 0.1 )

Balance as of March 31, 2026 $ 1.6 $ 1,136.7 $ ( 71.9 ) $ 4.4 $ 1,070.8

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

MUELLER WATER PRODUCTS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

stock Additional

11 unchanged sentences

Balance as of December 31, 2024 $ 1.6 $ 1,194.8 $ ( 330.6 ) $ ( 31.7 ) $ 834.1

Net income — — 51.3 — 51.3

Dividends declared — ( 10.5 ) — — ( 10.5 )

Stock-based compensation — 2.5 — — 2.5

Shares retained for employee taxes — ( 0.3 ) — — ( 0.3 )

Common stock issued — 2.3 — — 2.3

Stock repurchased under buyback program — ( 5.0 ) — — ( 5.0 )

Other comprehensive loss, net of tax — — — ( 0.8 ) ( 0.8 )

Balance as of March 31, 2025 $ 1.6 $ 1,183.8 $ ( 279.3 ) $ ( 32.5 ) $ 873.6

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

Six months ended

(in millions)

4 unchanged sentences

Amortization 3.6 3.6

Non-cash asset impairment — 1.0

Gain on sale of assets ( 0.1 ) ( 0.1 )

18 unchanged sentences

Dividends paid ( 21.9 ) ( 21.0 )

Common stock repurchased under buyback program ( 5.5 ) —

Stock repurchased under buyback program ( 5.5 ) ( 5.0 )

Employee taxes related to stock-based compensation ( 3.7 ) ( 4.3 )

7 unchanged sentences

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

Three months ended

Six months ended

(in millions)

9 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE MONTHS ENDED DECEMBER 31, 2025

AS OF AND FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2026

Organization and Basis of Presentation

13 unchanged sentences

Parts of our business depend upon construction activity, which is seasonal in many areas due to the impact of cold weather conditions on construction activity.

Net sales and operating income have historically been lowest in our first and second fiscal quarters ending December 31 and March 31, respectively, when the northern United States and most of Canada generally face weather conditions that restrict significant construction activity.

Therefore, the results of operations for the three months ended December 31, 2025 are not necessarily indicative of operating results that may be achieved for any other interim period or the full year.

Net sales and operating income have historically been lowest in our first and second fiscal quarters ending December 31 and March 31, respectively, when the northern United States (“U.S.”) and most of Canada generally face weather conditions that restrict significant construction activity.

Therefore, the results of operations for the three and six months ended March 31, 2026 are not necessarily indicative of operating results that may be achieved for any other interim period or the full year.

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.

27 unchanged sentences

An entity must also disclose its 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.

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

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

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

4 unchanged sentences

Narrow-Scope Improvements” (“ASU 2025-11”).

ASU 2025-11 clarifies the applicability of interim reporting guidance, types of interim reporting, and the form and content of interim financial statements in accordance with United States generally accepted accounting principles (“GAAP”).

ASU 2025-11 clarifies the applicability of interim reporting guidance, types of interim reporting, and the form and content of interim financial statements in accordance with GAAP.

ASU 2025-11 does not change the fundamental nature of interim reporting or modify the scope of current interim disclosure requirements, but clarifies and improves the navigability of existing interim reporting requirements.

4 unchanged sentences

Strategic Reorganization and Other Charges

During the three months ended December 31, 2025, we recorded approximately $ 3.3 million in Strategic reorganization and other charges consisting of severance and expenses associated with our leadership transition.

During the three months ended December 31, 2024, we recorded approximately $ 1.7 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition and severance.

During the six months ended March 31, 2026, we recorded approximately $ 7.7 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition, severance, and certain transaction-related expenses.

During the six months ended March 31, 2025, we recorded approximately $ 4.1 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition, non-cash asset impairment, and certain transaction-related expenses.

The Company expects to incur certain costs related to the decommissioning and demolition of its legacy foundry in Decatur, Illinois, the amount of which is not estimable at this time.

Activity in our accrued Strategic reorganization and other charges, reported as part of Other current liabilities, is presented below:

Three months ended

Activity in our Strategic reorganization and other charges, reported as part of Other current liabilities, is presented below:

Six months ended

(in millions)

30 unchanged sentences

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

December 31, September 30,

March 31, September 30,

(in millions)

11 unchanged sentences

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

Three months ended

Six months ended

(in millions)

5 unchanged sentences

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.

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

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

3 unchanged sentences

The table below summarizes information related to deferred revenue:

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Six months ended

(in millions)

3 unchanged sentences

Ending balance $ 12.3 $ 12.4

As of December 31, 2025, current deferred revenue was $ 7.2 million and noncurrent deferred revenue was $ 6.2 million.

As of March 31, 2026, current deferred revenue was $ 6.5 million and noncurrent deferred revenue was $ 5.8 million.

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

22 unchanged sentences

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.

For the three months ended December 31, 2025, the Company recorded income tax expense of $ 12.5 million on earnings before income taxes of $ 55.7 million resulting in an effective tax rate of 22.4 %.

For the three months ended December 31, 2024, the Company recorded income tax expense of $ 10.5 million on earnings before income taxes of $ 45.8 million resulting in an effective tax rate of 22.9 %.

The effective tax rate was generally consistent period over period.

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

For the three months ended March 31, 2026, the Company recorded income tax expense of $ 19.7 million on earnings before income taxes of $ 78.8 million resulting in an effective tax rate of 25.0 %.

For the three months ended March 31, 2025, the Company recorded income tax expense of $ 16.4 million on earnings before income taxes of $ 67.7 million resulting in an effective tax rate of 24.2 %.

The increase in the effective tax rate was primarily due to lower excess tax benefits on stock compensation.

For the six months ended March 31, 2026, the Company recorded income tax expense of $ 32.2 million on earnings before income taxes of $ 134.5 million resulting in an effective tax rate of 23.9 %.

For the six months ended March 31, 2025, the Company recorded income tax expense of $ 26.9 million on earnings before income taxes of $ 113.5 million resulting in an effective tax rate of 23.7 %.

The increase in the effective tax rate was primarily due to lower excess tax benefits on stock compensation largely offset by a reduction in nondeductible compensation.

Borrowing Arrangements

The components of our long-term debt are as follows:

December 31, September 30,

March 31, September 30,

(in millions)

10 unchanged sentences

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 December 31, 2025, the applicable margin was 150 basis points for SOFR-based loans and 50 basis points for base rate loans.

As of March 31, 2026, 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.

2 unchanged sentences

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

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.

Substantially all of our U.S.

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 U.S.

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 December 31, 2025, the commitment fee was 37.5 basis points.

As of March 31, 2026, 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 December 31, 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 under the ABL as of December 31, 2025.

Excess availability based on March 31, 2026 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 under the ABL as of March 31, 2026.

4.0 % Senior Unsecured Notes .

2 unchanged sentences

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 $ 438.7 million as of December 31, 2025.

Substantially all of our U.S.

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 $ 434.6 million as of March 31, 2026.

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 under the Indenture as of December 31, 2025.

We were in compliance with all required covenants under the Indenture as of March 31, 2026.

There are no financial maintenance covenants associated with the Indenture.

5 unchanged sentences

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

Three months ended

Three months ended Six months ended

March 31, March 31,

2026 2025 2026 2025

(in millions)

Service cost $ 0.2 $ 0.1 $ 0.3 $ 0.3

Pension expense other than service:

Pension expense (benefit) other than service:

Interest cost 3.0 3.0 6.0 6.0

1 unchanged sentence

Amortization of actuarial net loss 0.5 0.5 0.9 1.1

Pension expense other than service — —

Pension benefit other than service — ( 0.1 ) — ( 0.1 )

Net periodic cost $ 0.2 $ — $ 0.3 $ 0.2

The amortization of actuarial losses, net of income tax, is recorded as a component of Other comprehensive income.

For the three months ended December 31, 2025 and 2024, the amortization of actuarial net loss is shown net of immaterial income tax and $ 0.2 million income tax, respectively, in the condensed consolidated statements of comprehensive income.

For each of the three months ended March 31, 2026 and 2025, the amortization of actuarial net loss is shown net of income tax of $ 0.1 million in the condensed consolidated statements of comprehensive income.

For the six months ended March 31, 2026 and 2025, the amortization of actuarial net loss is shown net of $ 0.1 million and $ 0.3 million income tax respectively, in the condensed consolidated statements of comprehensive income.

Supplemental Balance Sheet Information

Selected supplemental asset information is presented below:

December 31, September 30,

March 31, September 30,

(in millions)

17 unchanged sentences

Selected supplemental liability information is presented below:

December 31, September 30,

March 31, September 30,

(in millions)

2 unchanged sentences

Customer rebates 14.5 19.9

Income taxes payable 12.9 7.1

Other current liabilities 53.6 73.5

1 unchanged sentence

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 following table summarizes information concerning our goodwill, all of which is within our Water Management Solutions segment, during the three months ended December 31, 2025 (in millions):

The following table summarizes information concerning our goodwill, all of which is within our Water Management Solutions segment, during the six months ended March 31, 2026 (in millions):

Balance as of September 30, 2025:

2 unchanged sentences

Goodwill, net 89.2

Activity during the three months ended December 31, 2025:

Activity during the six months ended March 31, 2026:

Change in foreign currency exchange rates 2.9

Balance as of December 31, 2025

Balance as of March 31, 2026

Segment Information

8 unchanged sentences

The determination of segment results excludes certain expenses designated as Corporate because such expenses 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.

Additionally, 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.

2 unchanged sentences

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

Three months ended December 31, 2025 Water Flow Solutions Water Management Solutions Total

Three months ended March 31, 2026 Water Flow Solutions Water Management Solutions Total

(in millions)

3 unchanged sentences

Selling, general and administrative expenses 21.9 21.9

Strategic reorganization and other charges — 0.2

Segment operating income $ 65.2 $ 35.3 100.5

4 unchanged sentences

Income before income taxes $ 78.8

Three months ended December 31, 2024 Water Flow Solutions Water Management Solutions Total

Three months ended March 31, 2025 Water Flow Solutions Water Management Solutions Total

(in millions)

8 unchanged sentences

Corporate strategic reorganization and other charges 1.3

Pension benefit other than service ( 0.1 )

Interest expense, net 2.3

Income before income taxes $ 67.7

Six months ended March 31, 2026 Water Flow Solutions Water Management Solutions Total

(in millions)

Net sales $ 391.3 $ 311.3 $ 702.6

Cost of sales 233.4 204.9 438.3

Gross profit 157.9 106.4 264.3

Selling, general and administrative expenses 43.3 46.4

Strategic reorganization and other charges — 0.2

Segment operating income $ 114.6 $ 59.8 174.4

Reconciliation of segment operating income to consolidated income before income taxes

Corporate general and administrative expenses 29.8

Corporate strategic reorganization and other charges 7.5

Interest expense, net 2.6

Income before income taxes $ 134.5

Six months ended March 31, 2025 Water Flow Solutions Water Management Solutions Total

(in millions)

Net sales $ 390.8 $ 277.8 $ 668.6

Cost of sales 258.7 178.9 437.6

Gross profit 132.1 98.9 231.0

Selling, general and administrative expenses 41.7 39.9

Strategic reorganization and other charges 1.0 0.4

Segment operating income $ 89.4 $ 58.6 148.0

Reconciliation of segment operating income to consolidated income before income taxes

Corporate general and administrative expenses 28.0

Corporate strategic reorganization and other charges 2.7

Pension benefit other than service ( 0.1 )

Interest expense, net 3.9

Income before income taxes $ 113.5

Depreciation and amortization and capital expenditures by reportable segment is included in the summary below:

Three months ended

Three months ended Six months ended

March 31, March 31,

2026 2025 2026 2025

(in millions)

2 unchanged sentences

Water Management Solutions 5.1 5.0 10.1 10.0

Corporate 0.1 — 0.1 —

$ 12.4 $ 11.3 $ 24.5 $ 22.4

5 unchanged sentences

A summary of these assets by reportable segment is included in the summary below:

December 31, September 30,

March 31, September 30,

(in millions)

8 unchanged sentences

Disaggregated revenues by reportable segment and geographical region are included in the summary below:

Three months ended

Three months ended Six months ended

March 31, March 31,

2026 2025 2026 2025

(in millions)

25 unchanged sentences

Current period other comprehensive income 0.8 8.2 9.0

Balance as of December 31, 2025 $ ( 14.5 ) $ 19.0 $ 4.5

For the three months ended December 31, 2025, pension actuarial amortization included in the condensed consolidated statements of comprehensive income was $ 0.4 million, net of immaterial income tax.

Balance as of March 31, 2026 $ ( 14.1 ) $ 18.5 $ 4.4

For the six months ended March 31, 2026, pension actuarial amortization included in the condensed consolidated statements of comprehensive income was $ 0.9 million, net of $ 0.1 million income tax.

Refer to Note 5.

Retirement Plan for further information.

For the three months ended December 31, 2025, foreign currency translation included in the condensed consolidated statements of comprehensive income was $ 8.7 million, net of no income tax.

For the six months ended March 31, 2026, foreign currency translation included in the condensed consolidated statements of comprehensive income was $ 8.2 million, net of no income tax.

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 December 31, 2025, we had $ 11.1 million of letters of credit and $ 13.5 million of surety bonds outstanding.

As of March 31, 2026, we had $ 11.1 million of letters of credit and $ 14.1 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.

10 unchanged sentences

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

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

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

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.

6 unchanged sentences

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 December 31, 2025.

Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter as of March 31, 2026.

Cobb County Matter.

5 unchanged sentences

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.

The parties have participated in mediation, resulting in a settlement whereby Hydro Gate paid Cobb County a contribution amount of $ 15 million to settle the lawsuit.

Cybersecurity Incident Putative Class Action.

7 unchanged sentences

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

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.

10 unchanged sentences

Dividend Declaration

On January 22, 2026 , our Board of Directors declared a dividend of $ 0.070 per share on our common stock, payable on or about February 20, 2026 , to stockholders of record at the close of business on February 10, 2026 .

On April 28, 2026 , our Board of Directors declared a dividend of $ 0.070 per share on our common stock, payable on or about May 20, 2026 , to stockholders of record at the close of business on May 11, 2026 .

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

What changed 10-Q

Item 1. Financial Statements