Badger Meter Lawsuit Submission Form

Introduction

A securities class action lawsuit has been filed against Badger Meter, Inc. (NYSE: BMI), its CEO Kenneth C. Bockhorst, former CFO Robert A. Wrocklage, and current CFO Daniel R. Weltzien on behalf of investors who purchased Badger Meter common stock between April 18, 2024 and April 16, 2026. The complaint, filed in the U.S. District Court for the Southern District of New York, alleges that defendants made materially false and misleading statements about the drivers of Badger Meter's "record" financial results, the strength of customer demand, and the company's prospects for continued growth. According to the complaint, rather than reflecting durable, demand-driven growth, Badger Meter's financial performance was inflated by the practice of pulling forward customer orders, which concealed weakening demand and deteriorating near-term order trends. The complaint alleges that as the truth emerged through a series of disappointing quarterly reports between July 2025 and April 2026, BMI shares declined sharply across three alleged corrective disclosures, causing investors to suffer losses.

Company Profile

Badger Meter, Inc. manufactures and sells water measurement and management products, including traditional water meters and advanced metering infrastructure (AMI) solutions that allow utilities to remotely collect water usage data. The company's core customer base consists of municipal and regional water utilities, and it trades on the NYSE under the ticker symbol BMI.

Class Period

April 18, 2024 – April 16, 2026

Investors who purchased or acquired Badger Meter, Inc. (BMI) securities during the Class Period may be entitled to seek recovery under the federal securities laws.

Allegations

The complaint alleges that throughout the Class Period, Badger Meter's executives repeatedly attributed the company's record financial results to "ongoing favorable industry trends," "secular growth drivers," "solid operating execution," and "strong" customer demand. Beginning with 1Q 2024 results reported on April 18, 2024, Defendant Bockhorst told investors the company was experiencing "robust order pacing and a strong bid pipeline" and that only "roughly 35% of the market" had AMI implemented, indicating a "long runway of growth still in AMI." These characterizations continued quarter after quarter, with defendants consistently describing demand as durable and replacement-driven rather than artificially accelerated.

According to the complaint, as recently as April 17, 2025, when reporting 1Q 2025 results, defendants allegedly denied seeing large pull-forward orders and characterized the environment as “a pretty normal order environment.” When an analyst asked whether customers might have pulled forward orders, Defendant Bockhorst stated that 75% of revenue comes from direct end users who "really, in many ways, cannot pull forward" and that the company had "not seen large pull forward orders," characterizing it as "a pretty normal order environment." Defendants also attributed inventory declines to process improvements, with Bockhorst stating the company had reached “a better sustainable rate that just happens to be lower” and Wrocklage adding “there’s nothing anomalistic about” inventory levels.

The complaint alleges these statements were materially false and misleading because Badger Meter's financial results were at least partially attributable to the company's practice of pulling forward customer orders to recognize revenue early. This practice concealed weakening demand and deteriorating near-term order trends while simultaneously depleting revenue that would otherwise have been available in future periods. The complaint further alleges that the Individual Defendants knew or recklessly disregarded these facts given their positions, their direct involvement in operations, and their access to internal reports, metrics, and information concerning customer demand, backlog composition, and order trends.

The inference of scienter is bolstered, according to the complaint, by defendants' own later admissions that short-cycle demand "variability" had "always existed, inclusive of [the] 2023 to 2025 time frame" but was "less visible in the revenue outcomes because of the backlog condition combined with the projects in flight." Plaintiffs allege this acknowledgment supports an inference that defendants were aware during the Class Period that reported results masked underlying demand weakness.

The Truth Emerges

The alleged truth began to surface on July 22, 2025, when Badger Meter reported disappointing 2Q 2025 results, including EPS below consensus estimates, decelerating revenue growth, and margin deterioration. During the earnings call, Defendant Bockhorst warned that "absolute sales" would "decline sequentially in the third quarter of 2025," attributing the shortfall to the completion of certain large AMI projects and delays in the start of replacement projects. However, the complaint alleges defendants continued to obscure the full picture, with Bockhorst insisting the demand pipeline was "as robust as ever" and that the softness was "simply the nature of the business" rather than, as plaintiffs allege, evidence that earlier pulled-forward revenue was catching up with the company.

The deterioration continued on January 28, 2026, when Badger Meter reported disappointing 4Q 2025 results, revealing a 6% sequential decline in utility water sales. Defendants blamed "previously communicated project pacing effects" and indicated the dynamic would "extend throughout the first half of 2026." The final corrective disclosure came on April 17, 2026, when Badger Meter reported 1Q 2026 results showing total sales down 9% year-over-year, utility water sales down 10%, operating margins compressing to 17.4% from 22.2%, and EPS declining to $0.93 from $1.30 in the prior year quarter. Critically, defendants for the first time acknowledged that "softer short-cycle municipal customer ordering" contributed to the poor results and that short-cycle order rates had been "weaker than we anticipated," resulting in approximately $15 million to $20 million of lower revenue versus internal expectations. Defendant Wrocklage stated that this demand variability had “always existed” during the 2023 to 2025 period but was “less visible” because of backlog conditions and project activity. Plaintiffs allege this admission contradicted Class Period representations that financial performance was driven by strong, durable demand.

Market Reaction

Badger Meter's stock price suffered three significant declines as the market absorbed the series of corrective disclosures. On July 22, 2025, following the disappointing 2Q 2025 report and the sequential sales decline warning, BMI fell $40.42 per share, or 16.5%, closing at $204.80 on unusually heavy trading volume. On January 28, 2026, after the company reported the 6% sequential decline in utility water sales for 4Q 2025, BMI declined an additional $18.09 per share, or 11%, closing at $146.32 on unusually heavy volume.

The most severe decline came on April 17, 2026, when the 1Q 2026 results allegedly revealed further demand deterioration and the company acknowledged that softer short-cycle ordering contributed to the results. BMI plunged $36.75 per share, more than 24%, closing at $115.54 on unusually heavy trading volume. In total, over the course of the three corrective disclosures, Badger Meter shares fell from $245.22 to $115.54, representing a decline of more than 52%.

Next Steps

●        Lead Plaintiff Deadline: August 3, 2026

●        After the lead plaintiff deadline, the Court is expected to consider any lead-plaintiff motions and appoint lead plaintiff and lead counsel.

●        Defendants may file a motion to dismiss the complaint.

●        If the case proceeds, the Court may later consider class certification.

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. No specific outcomes are guaranteed.

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