What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-06 compared with 2026-05-06 · 92 added, 75 removed, 560 unchanged (23% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, September 30,

June 30, September 30,

(in millions, except share amounts)

22 unchanged sentences

60,000,000 shares authorized;

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

none outstanding as of June 30, 2026, and September 30, 2025

Common stock:

1 unchanged sentence

600,000,000 shares authorized;

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

156,101,616 and 156,331,004 shares outstanding as of June 30, 2026, and September 30, 2025, respectively

Additional paid-in capital 1,119.1 1,158.9

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2026 2025 2026 2025

9 unchanged sentences

Other expenses:

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

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

Interest expense, net 0.7 1.7 3.3 5.6

13 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2026 2025 2026 2025

32 unchanged sentences

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

Net income — — 67.3 — 67.3

Dividends declared — ( 10.9 ) — — ( 10.9 )

Stock-based compensation — 2.9 — — 2.9

Shares retained for employee taxes — ( 0.2 ) — — ( 0.2 )

Common stock issued — 0.6 — — 0.6

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

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

Balance as of June 30, 2026 $ 1.6 $ 1,119.1 $ ( 4.6 ) $ 4.3 $ 1,120.4

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

6 unchanged sentences

comprehensive

(loss) income Total

(in millions)

15 unchanged sentences

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

Net income — — 52.5 — 52.5

Dividends declared — ( 10.4 ) — — ( 10.4 )

Stock-based compensation — 2.3 — — 2.3

Common stock issued — 0.4 — — 0.4

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

Other comprehensive income, net of tax — — — 20.6 20.6

Balance at June 30, 2025 $ 1.6 $ 1,166.1 $ ( 226.8 ) $ ( 11.9 ) $ 929.0

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

Nine months ended

(in millions)

7 unchanged sentences

Stock-based compensation 10.5 7.3

Pension cost 0.3 0.2

Pension expense 0.5 0.4

Deferred income taxes 18.2 ( 6.8 )

25 unchanged sentences

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

Six months ended

Nine months ended

(in millions)

9 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

AS OF AND FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2026

Organization and Basis of Presentation

7 unchanged sentences

Our condensed 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.

Actual results could differ from these estimates.

All significant intercompany balances and transactions have been eliminated.

4 unchanged sentences

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.

Therefore, the results of operations for the three and nine months ended June 30, 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.

40 unchanged sentences

We are currently evaluating the impact ASU 2025-11 will have on our financial statements and related disclosures.

Strategic Reorganization and Other Charges

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.

Portfolio Optimization Costs, Strategic Reorganization and Other Charges

The Company regularly evaluates its portfolio of businesses and product lines as part of its strategic planning process and may incur costs associated with portfolio optimization initiatives, including, but not limited to, transaction-related expenses, restructuring costs, and other costs related to acquisitions, divestitures, or other strategic actions.

During the three and nine months ended June 30, 2026, we recorded approximately $ 3.1 million of portfolio optimization costs consisting of certain transaction-related expenses.

During the nine months ended June 30, 2025, we recorded approximately $ 4.1 million of portfolio optimization costs consisting of inventory and other asset write-downs associated with the closure of our legacy brass foundry in Decatur, Illinois.

These portfolio optimization costs are included in Cost of sales in the condensed consolidated statements of operations.

During the nine months ended June 30, 2026, we recorded approximately $ 18.9 million in Strategic reorganization and other charges consisting of certain transaction-related expenses, expenses associated with our leadership transition, non-cash asset impairment expenses in our Water Management Solutions segment, and severance.

During the nine months ended June 30, 2025, we recorded approximately $ 5.1 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition, non-cash asset impairment expenses in our Water Flow Solutions segment, and certain transaction-related expenses.

As of June 30, 2026 and September 30, 2025, accrued liabilities related to Strategic reorganization and other charges were $ 2.0 million and $ 1.1 million, respectively.

These amounts are included in Other current liabilities in the accompanying condensed consolidated balance sheets.

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

Six months ended

(in millions)

Beginning balance $ 1.1 $ 3.4

Expenses incurred 7.7 4.1

Amounts paid and other adjustments, net ( 7.5 ) ( 5.4 )

Ending balance $ 1.3 $ 2.1

New Markets Tax Credit Program

8 unchanged sentences

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.

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.

10 unchanged sentences

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 recognize revenue when control of products or services is transferred to our customers, in amounts that reflect the consideration to which we expect to receive 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 and the payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.

1 unchanged sentence

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

March 31, September 30,

June 30, September 30,

(in millions)

9 unchanged sentences

Our judgments of expected credit losses are based on prior collection experience, customer creditworthiness, forecasts of economic trends, and other current conditions, 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 these differences could be significant.

Differences between actual and 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 these differences could be significant.

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

Six months ended

Nine months ended

(in millions)

1 unchanged sentence

Release of provision, net ( 0.3 ) ( 0.2 )

Write-offs and other ( 1.3 ) ( 2.8 )

Ending balance $ 2.0 $ 5.3

8 unchanged sentences

The table below summarizes information related to deferred revenue:

Six months ended

Nine months ended

(in millions)

2 unchanged sentences

Previously deferred revenue recognized during the period ( 7.8 ) ( 7.7 )

Other ( 1.2 ) —

Ending balance $ 10.9 $ 11.3

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

As of June 30, 2026, current deferred revenue was $ 5.9 million and noncurrent deferred revenue was $ 5.0 million.

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

23 unchanged sentences

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.

For the three months ended June 30, 2026, the Company recorded income tax expense of $ 12.5 million on earnings before income taxes of $ 79.8 million resulting in an effective tax rate of 15.7 %.

For the three months ended June 30, 2025, the Company recorded income tax expense of $ 19.5 million on earnings before income taxes of $ 72.0 million resulting in an effective tax rate of 27.1 %.

The decrease in the effective tax rate was primarily attributable to a tax benefit from the recognition of a loss on a foreign subsidiary investment, partially offset by a valuation allowance related to the Company's foreign operations.

For the nine months ended June 30, 2026, the Company recorded income tax expense of $ 44.7 million on earnings before income taxes of $ 214.3 million resulting in an effective tax rate of 20.9 %.

For the nine months ended June 30, 2025, the Company recorded income tax expense of $ 46.4 million on earnings before income taxes of $ 185.5 million resulting in an effective tax rate of 25.0 %.

The decrease in the effective tax rate was primarily due to a tax benefit from the recognition of a loss on a foreign subsidiary investment.

Borrowing Arrangements

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

March 31, September 30,

June 30, 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 March 31, 2026, the applicable margin was 150 basis points for SOFR-based loans and 50 basis points for base rate loans.

As of June 30, 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.

7 unchanged sentences

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 March 31, 2026, the commitment fee was 37.5 basis points.

As of June 30, 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 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.

Excess availability based on June 30, 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 June 30, 2026.

4.0 % Senior Unsecured Notes .

4 unchanged sentences

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.

Based on quoted market prices, which is a Level 1 measurement, the outstanding 4.0 % Senior Notes had a fair value of $ 436.1 million as of June 30, 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 March 31, 2026.

We were in compliance with all required covenants under the Indenture as of June 30, 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 Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2026 2025 2026 2025

8 unchanged sentences

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

For the three months ended June 30, 2026 and 2025, the amortization of actuarial net loss is shown net of income tax of $ 0.2 million and $ 0.1 million, respectively, in the condensed consolidated statements of comprehensive income.

For the nine months ended June 30, 2026 and 2025, the amortization of actuarial net loss is shown net of income tax of $ 0.3 million and $ 0.4 million, respectively, in the condensed consolidated statements of comprehensive income.

Supplemental Balance Sheet Information

Selected supplemental asset information is presented below:

March 31, September 30,

June 30, September 30,

(in millions)

17 unchanged sentences

Selected supplemental liability information is presented below:

March 31, September 30,

June 30, September 30,

(in millions)

5 unchanged sentences

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 six months ended March 31, 2026 (in millions):

The following table summarizes information concerning our goodwill, all of which is within our Water Management Solutions segment, during the nine months ended June 30, 2026 (in millions):

Balance as of September 30, 2025:

2 unchanged sentences

Goodwill, net 89.2

Activity during the six months ended March 31, 2026:

Activity during the nine months ended June 30, 2026:

Change in foreign currency exchange rates 2.9

Balance as of March 31, 2026

Balance as of June 30, 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.

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.

Additionally, items such as interest expense, 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 March 31, 2026 Water Flow Solutions Water Management Solutions Total

Three months ended June 30, 2026 Water Flow Solutions Water Management Solutions Total

(in millions)

8 unchanged sentences

Corporate strategic reorganization and other charges 4.6

Pension expense other than service 0.1

Interest expense, net 0.7

Income before income taxes $ 79.8

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

Three months ended June 30, 2025 Water Flow Solutions Water Management Solutions Total

(in millions)

8 unchanged sentences

Corporate strategic reorganization and other charges 0.8

Pension benefit other than service ( 0.1 )

Interest expense, net 1.7

Income before income taxes $ 72.0

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

Nine months ended June 30, 2026 Water Flow Solutions Water Management Solutions Total

(in millions)

8 unchanged sentences

Corporate strategic reorganization and other charges 12.1

Pension expense other than service 0.1

Interest expense, net 3.3

Income before income taxes $ 214.3

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

Nine months ended June 30, 2025 Water Flow Solutions Water Management Solutions Total

(in millions)

12 unchanged sentences

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

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2026 2025 2026 2025

11 unchanged sentences

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

March 31, September 30,

June 30, September 30,

(in millions)

8 unchanged sentences

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

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2026 2025 2026 2025

26 unchanged sentences

Current period other comprehensive income 1.1 7.8 8.9

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.

Balance as of June 30, 2026 $ ( 13.8 ) $ 18.1 $ 4.3

For the nine months ended June 30, 2026, pension actuarial amortization included in the condensed consolidated statements of comprehensive income was $ 1.4 million, net of $ 0.3 million income tax.

Refer to Note 5.

Retirement Plan for further information.

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.

For the nine months ended June 30, 2026, foreign currency translation included in the condensed consolidated statements of comprehensive income was $ 7.8 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 March 31, 2026, we had $ 11.1 million of letters of credit and $ 14.1 million of surety bonds outstanding.

As of June 30, 2026, we had $ 11.1 million of letters of credit and $ 13.2 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.

19 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 March 31, 2026.

Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter as of June 30, 2026.

Cobb County Matter.

1 unchanged sentence

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 a settlement whereby Hydro Gate paid Cobb County a contribution amount of $ 15 million to settle the lawsuit.

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

The parties agreed to a settlement whereby Hydro Gate paid Cobb County a contribution amount of $ 15 million (the “Settlement Amount”) to settle the lawsuit.

The Settlement Amount was paid to Cobb County in March 2026, and we were fully reimbursed by third parties in March 2026.

The lawsuit was dismissed on April 2, 2026 and all claims have been resolved.

Cybersecurity Incident Putative Class Action.

20 unchanged sentences

Dividend Declaration

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 .

On July 28, 2026 , our Board of Directors declared a dividend of $ 0.070 per share on our common stock, payable on or about August 20, 2026 , to stockholders of record at the close of business on August 10, 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