Material Agreement, Financial Obligation (Form 8-K)

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