Badger Meter Inc — Current Report (Form 8-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

BADGER METER INC

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 5, 2026, Badger Meter, Inc. (the “Company”) amended and extended its $150 million multi-currency revolving credit facility, with an extended maturity date of July 8, 2031 (the “Amended Facility”). As of the date hereof, no amounts were outstanding under the facility, either prior to or upon giving effect to the amendment and extension. Borrowings under the Amended Facility will bear interest at varying rates based on the Company’s then-current ratio of consolidated debt net of certain cash adjustments (“Consolidated Net Debt”) to earnings before interest, taxes, depreciation, amortization and certain other adjustments for the preceding four fiscal quarters then ended (the “Consolidated Net Debt to EBITDA Ratio”). The interest rate on borrowings under the Amended Facility will initially be the Term SOFR Rate, the Adjusted EURIBO Rate or Daily Simple SONIA, as the case may be for borrowings denominated in U.S. dollars, euro and pounds sterling, respectively, plus 87.5 basis points in each case.

The Amended Facility requires the Company to maintain compliance with various covenants, including, as of each fiscal quarter end, (i) a Consolidated Net Debt to EBITDA Ratio not greater than 3.00 to 1.00; and (ii) a ratio not less than 3.00 to 1.00 of earnings before interest and taxes and certain other adjustments to cash interest expense for the preceding four fiscal quarters then ended. The Company may, up to two times during any five-year period during the term of the Amended Facility (including any extensions thereof), elect to increase the maximum Consolidated Net Debt to EBITDA Ratio to 3.50 to 1.00 for four consecutive fiscal quarters in connection with certain material acquisitions.

The foregoing description of the Amended Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, dated as of June 5, 2026, among the Company and each lender and agent listed on the signature pages thereof, filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The exhibits listed in the Exhibit Index below are filed as part of this report.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.