Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of such date, the Company’s disclosure controls and procedures are adequate and effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, in a manner allowing timely decisions regarding required disclosure. As such, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the period covered by this report.
Management’s Report on Internal Control Over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon that evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
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 deterioration in the degree of compliance with the policies or procedures.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2025, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which appears herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Our directors and officers, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (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 three months ended December 31, 2025, no directors or officers of the Company adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(a) of Regulation S-K of the Exchange Act).
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 information required by this Item is incorporated by reference from the sections entitled "Proposal 1: Election of Directors", "Corporate Governance and Board of Directors" and "Compensation Discussion and Analysis-Insider Trading Policy and Anti-Hedging and Anti-Pledging Policies" in the definitive proxy statement for the Company’s annual meeting, to be held on or about April 30, 2026 (the "Proxy Statement"), and from the information under the caption "Information about our Executive Officers" in Part I hereof.
Code of Ethics
We have adopted a written code of ethics, referred to as the Zurn Elkay Code of Business Conduct and Ethics, applicable to all directors, officers and employees, which includes provisions relating to accounting and financial matters applicable to the principal executive officer, principal financial officer and principal accounting officer and controller. We have posted a copy of the Code of Business Conduct and Ethics on our website at www.zurnelkay.com. To obtain a copy, free of charge, please submit a written request to Zurn Elkay Investor Relations, 511 West Freshwater Way, Milwaukee, Wisconsin, 53204. If we make any substantive amendments to, or grant any waivers from, the code of ethics for any director or officer, we will disclose the nature of such amendment or waiver on our corporate website at www.zurnelkay.com or in a Current Report on Form 8-K.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference from the sections entitled "Proposal 1: Election of Directors", "Corporate Governance and Board of Directors", "Compensation Discussion and Analysis", "Compensation Committee Report", and "Executive Compensation" in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required by this Item is incorporated by reference from the sections entitled "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement.
Equity Compensation Plan Information
The following chart gives aggregate information regarding grants under all equity compensation plans of the Company through December 31, 2025.
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders (1) 3,083,027 $23.80 2,430,308
Equity compensation plans not approved by security holders None None None
Total 3,083,027 $23.80 2,430,308
______________________
(1) Represents options, PSUs and RSUs granted under the Incentive Plan.
(2) The average exercise price excludes PSUs and RSUs.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this Item is incorporated by reference from the sections entitled "Corporate Governance and Board of Directors" and "Certain Relationships and Related Party Transactions" in the Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information required by this Item is incorporated by reference from the section entitled "Report of the Audit Committee" and "Auditors" in the Proxy Statement.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) (1) Financial Statements
The Company’s consolidated financial statements included in Item 8 hereof are for the years ended December 31, 2025, 2024, and 2023 consist of the following:
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedules.
The Financial Statement Schedule of the Company appended hereto for the years ended December 31, 2025, 2024, and 2023 consists of the following:
Schedule II – Valuation and Qualifying Accounts
(in Millions)
Additions
Description Balance at
Beginning
of Year Charged to
Costs and
Expenses Charged
to Other
Accounts Deductions
(1) Balance at
End of
Year
Year Ended December 31, 2023
Valuation allowance for trade and notes receivable 1.4 2.3 — ( 0.6 ) 3.1
Valuation allowance for income taxes 32.2 0.5 — ( 20.7 ) 12.0
Year Ended December 31, 2024
Valuation allowance for trade and notes receivable 3.1 ( 0.1 ) — ( 1.2 ) 1.8
Valuation allowance for income taxes 12.0 — — ( 3.0 ) 9.0
Year Ended December 31, 2025
Valuation allowance for trade and notes receivable 1.8 ( 0.4 ) — ( 0.2 ) 1.2
Valuation allowance for income taxes 9.0 — — ( 4.2 ) 4.8
______________________
(1) Uncollectible amounts, dispositions charged against the accrual and write-off of expiring tax loss carryforwards.
All other schedules have been omitted because they are not applicable or because the information required is included in the notes to the consolidated financial statements.
(a) (3) Exhibits.
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EXHIBIT INDEX
Exhibit Description Incorporated Herein by Reference to Filed Herewith
1.1 Underwriting Agreement, dated as of February 11, 2025, by and among the Company, Ice Mountain LLC, and Evercore Group L.L.C. as representative of the several underwriters
Exhibit 1.1 to the Company's Form 8-K filed February 13, 2025.
2.1 Stock Purchase Agreement dated as of April 5, 2005, by and among Rexnord LLC, Hamilton Sundstrand Corporation and The Falk Corporation+
Exhibit 99.2 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on May 19, 2005
2.2 Agreement and Plan of Merger, dated as of February 15, 2021, by and among Regal Beloit Corporation Phoenix 2021, Inc., Rexnord Corporation and Land Newco, Inc.+
Exhibit 2.1 to the Company's Form 8-K filed February 19, 2021
2.3 Separation and Distribution Agreement, dated as of February 15, 2021, by and among Rexnord Corporation, Land Newco, Inc. and Regal Beloit Corporation+
Exhibit 2.2 to the Company's Form 8-K filed February 19, 2021
2.4 Agreement and Plan of Merger, dated as of February 12, 2022, by and among Zurn, Elkay, Merger Sub, and Elkay Interior Systems International, Inc.
Exhibit 2.1 to the Company's Form 8-K filed February 14, 2022
3.1(a) Amended and Restated Certificate of Incorporation as amended through July 1, 2022
Exhibit 3.1 to the Company's Form 10-Q filed July 26, 2022
3.1(b) Certificate of Designations of the 5.75% Series A Mandatory Convertible Preferred Stock of Rexnord Corporation, filed with the Secretary of State of the State of Delaware and effective December 7, 2016 (expired by its terms)
Exhibit 3.1 to the Company's Form 8-K dated December 1, 2016
3.2 Amended and Restated By-Laws, as amended through July 1, 2022
Exhibit 3.2 to the Company's Form 8-K filed July 1, 2022
4.1 Description of Securities
Exhibit 4.1 to the Company's Form 10-K for the fiscal year ended December 31, 2023
10.1(a) Registration Rights Agreement, dated as of July 1, 2022, by and between Zurn and certain stockholders of Elkay party thereto (includes amendments to the Standstill and Lock-Up Agreements, dated as of February 12, 2022, between the Company and certain former stockholders of Elkay)
Exhibit 10.1 to the Form 8-K filed July 1, 2022
10.1(b) Form of Standstill and Lock-Up Agreement, dated as of February 12, 2022, by and among Zurn, and the Elkay stockholders party thereto
Exhibit 10.3 to the Company's Form 8-K filed February 14, 2022
10.2 Zurn Elkay (f/k/a Rexnord) Management Incentive Compensation Plan for Executive Officers*
Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2020
10.3(a) Zurn Elkay Water Solutions Corporation Performance Incentive Plan, as amended and restated* (current)
Appendix A to the Company's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders filed on March 13, 2025
10.3(b) Rexnord Corporation Performance Incentive Plan, as amended and restated effective May 18, 2016* (superseded except with respect to certain outstanding awards )
Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on June 10, 2016
10.3(c) Rexnord Corporation 2012 Performance Incentive Plan (now known as the Performance Incentive Plan)* (superseded version)
Exhibit 10.32 to the Company's Registration Statement on Form S-1, SEC File No. 333-174504
10.3(d) Zurn Elkay Water Solutions Corporation Performance Incentive Plan, as amended and restated as of July 1, 2022* (superseded version)
Exhibit 10.3 to the Company's Form 8-K filed July 1, 2022
10.3(e) Form of Performance Stock Unit Agreement under the Performance Incentive Plan* (superseded version)
Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30, 2020
10.3(f) Form of Performance Stock Unit Agreement under the Performance Incentive Plan* (superseded version)
Exhibit 10.3(d) to the Company's Form 10-K for the fiscal year ended March 31, 2018
10.3(g) Form of Restricted Stock Unit Agreement under the Performance Incentive Plan* (superseded version)
Exhibit 10.3(e) to the Company's Form 10-K for the fiscal year ended March 31, 2018
77
10.3(h) Form of Option Agreement under the Performance Incentive Plan* (used for prior grants; superseded)
Exhibit 10.4 to the Company's Form 10-Q for the quarter ended June 30, 2012
10.3(i) Form of Option and Restricted Stock Unit Agreement under the Performance Incentive Plan* (used for prior grants; superseded)
Exhibit 10.2 to the Company's Form 10-Q for the quarter ended September 30, 2014
10.3(j) Form of Non-Qualified Stock Option and Performance Stock Unit Agreement under the Performance Incentive Plan* (used for prior grants; superseded)
Exhibit 10.6 to the Company’s 10-Q for the quarter ended June 30, 2016
10.3(k) Form of Non-Qualified Stock Option and Performance Stock Unit Agreement under the Performance Incentive Plan* (used for prior grants; superseded)
Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2015
10.3(l) Form of Restricted Stock Unit Agreement (Deferred RSUs) for Directors under the Performance Incentive Plan* (used for prior grants; superseded)
Exhibit 10.3(f) to the Company’s Form 10-K for the fiscal year ended March 31, 2016
10.3(m) Form of Option Agreement under the Performance Incentive Plan* (superseded version)
Exhibit 10.3(c) to the Company's Form 10-K for the fiscal year ended March 31, 2018
10.3(n) Form of Restricted Stock Unit Agreement under the Performance Incentive Plan* (used for certain grants in 2024; super seded )
X
10.3(o) Form of Performance Stock Unit Agreement under the Performance Incentive Plan* (used for certain grants in 2024; super seded )
X
10.3(p) Form of Performance Stock Unit Agreement under the Performance Incentive Plan* (current)
Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2025
10.3(q) Form of Restricted Stock Unit Agreement under the Performance Incentive Plan* (current)
Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2025
10.3(r) Form of amendment to Performance Stock Unit Agreement* (for outstanding awards granted prior to 2025; current)
Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2025
10.4 Letter Agreement dated May 17, 2024, between Zurn Elkay Water Solutions Corporation and Todd A. Adams*
Exhibit 10.1 to the Company's Form 8-K dated May 17, 2024
10.5 Form of Letter Agreement with Executive Officers*
Exhibit 10.3 to the Company’s Form 8-K dated May 18, 2016 (filed on May 24, 2016)
10.6 Zurn Elkay Water Solutions Corporation Deferred Compensation Plan* (as amended and restated effective April 30, 2025; current)
Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2025
10.7 Zurn Elkay Water Solutions Corporation (f/k/a Rexnord Corporation) Executive Severance Plan, Effective May 18, 2016 (as amended effective April 1, 2018)*
Exhibit 10.8 to the Company’s Form 10-K for the fiscal year ended March 31, 2018
10.8 Zurn Elkay Water Solutions Corporation (f/k/a Rexnord Corporation) Executive Change in Control Plan, as amended through December 13, 2018*
Exhibit 10.2 to the Company’s Form 8-K dated December 13, 2018
10.9 Schedule of Compensation and Stock Ownership Guidelines for outside members of the board, effective as of January 2026
X
10.10 Form of Indemnification Agreement*
Exhibit 10.3 to the Company's Form 10-Q for the quarter ended December 31, 2017
10.11(a) Fourth Amended and Restated First Lien Credit Agreement, dated as of October 4, 2021, by and among Zurn Holdings, Inc., Zurn LLC, ZBS Global, Inc., the lenders party thereto, and Credit Suisse AG, as administrative agent+
Exhibit 10.2 to the Company's Form 8-K filed on October 5, 2021
10.11(b) Amendment No. 1 to Fourth Amended and Restated First Lien Credit Agreement, dated as of July 1, 2022, by and between ZBS Global, Inc., Zurn Holdings, Inc., Zurn LLC, Elkay and the other loan parties party thereto
Exhibit 10.2 to the Company's Form 8-K filed July 1, 2022
78
10.12(a) Third Amended and Restated Guarantee and Collateral Agreement, dated as of October 4, 2021, among ZBS Global, Inc., Zurn Holdings, Inc., Zurn LLC, the subsidiaries party thereto, and Credit Suisse AG, as administrative agent+
Exhibit 10.3 to the Company's Form 8-K filed on October 5, 2021
10.13(a) Tax Matters Agreement, dated as of February 15, 2021, by and among Rexnord Corporation, Land Newco, Inc. and Regal Beloit Corporation+
Exhibit 10.1 to the Company's Form 8-K filed February 19, 2021
10.13(b) Employee Matters Agreement, dated as of February 15, 2021, by and among Rexnord Corporation, Land Newco, Inc. and Regal Beloit Corporation+
Exhibit 10.2 to the Company's Form 8-K filed February 19, 2021
10.13(c) Real Estate Matters Agreement, dated as of February 15, 2021, by and among Rexnord Corporation, Land Newco, Inc. and Regal Beloit Corporation+
Exhibit 10.3 to the Company's Form 8-K filed February 19, 2021
10.13(d) Intellectual Property Matters Agreement, dated as of February 15, 2021, by and among Rexnord Corporation, Land Newco, Inc. and Regal Beloit Corporation+
Exhibit 10.4 to the Company's Form 8-K filed February 19, 2021
10.13(e) Transition Services Agreement, dated as of October 4, 2021, by and among Rexnord Corporation and Land Newco, Inc.+
Exhibit 10.1 to the Company's Form 8-K filed October 5, 2021
10.14 Agreement and General Release, last signed on February 13, 2023, by Rodney Jackson and Zurn Elkay Water Solutions Corporation*
Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
10.15 Zurn Elkay Water Solutions Corporation Employee Stock Purchase Plan
Exhibit 4.3 to the Company's Form S-8 filed May 3, 2024
19 Insider Trading Policy
Exhibit 19 to the Company's Form 10-K filed February 10, 2025
21.1 List of Subsidiaries of the Company
X
23.1 Consent of Independent Registered Public Accounting Firm
X
24 Power of Attorney
Signatures page hereto
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
X
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
X
97 Zurn Elkay Water Solutions Executive Compensation Clawback Policy (as amended and restated effective as of October 2, 2023)
Exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023
101.INS Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.)
X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Inline XBRL data (contained in Exhibit 101) X
79
* Denotes management plan or compensatory plan or arrangement.
+ The Company agrees to furnish supplementally a copy of the schedules omitted from this exhibit to the Commission upon request.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
80
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ZURN ELKAY WATER SOLUTIONS CORPORATION
By: /s/ Todd A. Adams
Name: Todd A. Adams
Title: Chairman of the Board and Chief Executive Officer
Date: February 9, 2026
81
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd A. Adams, David J. Pauli and Jeffrey J. LaValle, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Todd A. Adams Chairman of the Board and Chief Executive Officer February 9, 2026
Todd A. Adams (Principal Executive Officer)
/s/ David J. Pauli Chief Financial Officer February 9, 2026
David J. Pauli (Principal Financial and Accounting Officer)
/s/ Mark S. Bartlett Director February 9, 2026
Mark S. Bartlett
/s/ Jacques Don Butler Director February 9, 2026
Jacques Don Butler
/s/ Thomas D. Christopoul Director February 9, 2026
Thomas D. Christopoul
/s/ Timothy J. Jahnke Director February 9, 2026
Timothy J. Jahnke
/s/ David C. Longren Director February 9, 2026
David C. Longren
/s/ Emma McTague Director February 9, 2026
Emma McTague
/s/ George C. Moore Director February 9, 2026
George C. Moore
/s/ Rosemary Schooler Director February 9, 2026
Rosemary Schooler
/s/ Peggy N. Troy Director February 9, 2026
Peggy N. Troy
82