Badger Meter, Inc. (BMI) Securities Class Action Lawsuit Update

• Company: Badger Meter, Inc. (NYSE: BMI)
• Lead Plaintiff Deadline: August 3, 2026
• Class Period: April 18, 2024 - April 16, 2026
• Stock Drop: July 22, 2025 - BMI fell $40.42 (16.5%) to $204.80; January 28, 2026 - BMI fell $18.09 (11%) to $146.32; April 17, 2026 - BMI fell $36.75 (24%+) to $115.54
• Lawsuit Type: Securities Class Action

Introduction

On June 2, 2026, a securities class action complaint was filed in the United States District Court for the Southern District of New York against Badger Meter, Inc. (NYSE: BMI), the company's Chief Executive Officer Kenneth C. Bockhorst, former Chief Financial Officer Robert A. Wrocklage, and current Chief Financial Officer Daniel R. Weltzien. The lawsuit, captioned Steamfitters Local 449 Retirement Security Fund v. Badger Meter, Inc. et al., Case No. 1:26-cv-04660, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of investors who purchased Badger Meter common stock between April 18, 2024 and April 16, 2026, inclusive.

For two years, Badger Meter's executives painted a picture of a company riding a powerful wave. "Record" quarter after "record" quarter, management told Wall Street that the water technology firm's exceptional financial performance reflected "ongoing favorable industry fundamentals," "secular growth drivers," and "solid operating execution." They pointed to "robust" customer demand and a "long runway" for growth in the smart water metering market. The complaint alleges investors purchased Badger Meter stock at artificially inflated prices while this narrative remained intact. But according to the complaint, behind the record headlines, a different story was unfolding. Rather than reflecting durable, demand-driven growth, the complaint alleges Badger Meter's results were inflated by the practice of pulling forward customer orders, which concealed weakening demand and deteriorating near-term order trends.

The truth, the complaint alleges, emerged in stages, and each revelation punished shareholders. In July 2025, disappointing second-quarter results sent BMI shares tumbling more than 16% in a single session. In January 2026, another revenue miss drove the stock down 11%. Then, in April 2026, the most damaging disclosure arrived: total sales fell 9% year over year, utility water sales declined 10%, and EPS dropped from $1.30 to $0.93. Management finally acknowledged "softer short-cycle municipal customer ordering" and stated that demand "variability" had "always existed" during the period of supposedly record performance but had been masked by backlog conditions. The stock cratered more than 24% on the news. Over the course of these three alleged corrective disclosures, Badger Meter shareholders suffered substantial losses.

Backdrop and Business Context

Badger Meter is a Milwaukee, Wisconsin-based company that manufactures and sells water measurement and management solutions. The company traces its origins to 1905, when it was founded in Milwaukee with the invention of a frost-proof water meter. Today, Badger Meter describes itself as an innovator in flow measurement, water quality, and control products serving water utilities, municipalities, and commercial and industrial customers worldwide. Badger Meter’s common stock trades on the New York Stock Exchange under the ticker BMI.

Badger Meter’s business is heavily tied to water applications. In its 2024 Annual Report, the company stated that nearly 95% of net sales were derived from water-related applications, and utility water accounted for approximately 88% of net sales in 2024. For fiscal year 2024, Badger Meter reported record total sales of $826.6 million and diluted earnings per share of $4.23. The company competes against firms including Sensus, a Xylem brand, Neptune Technology Group, Itron, Aclara, Mueller Water, Kamstrup, and others.

According to the complaint, Badger Meter’s core utility business depends on municipal and regional water utilities purchasing meters and related technology through replacement cycles, system upgrades, and AMI projects. The complaint alleges that COVID-era demand and supply-chain disruptions encouraged customers to order earlier and in larger increments, and that this alleged pull-forward of orders helped drive revenue growth while masking weakening demand and deteriorating near-term order trends.

Promises Made vs. Reality

Throughout the Class Period, Badger Meter's leadership presented a consistent and confident narrative to investors: the company's exceptional financial performance was the product of durable market forces and disciplined execution, not temporary or unsustainable factors. On April 18, 2024, as the Class Period opened, CEO Kenneth Bockhorst told investors that "record results" in the first quarter reflected "ongoing favorable industry fundamentals, driving robust customer demand for our innovative smart water solutions." He emphasized that only "roughly 35% of the market" had implemented AMI, pointing to a "long runway of growth still in AMI." On the same call, Bockhorst highlighted "robust order pacing and a strong bid pipeline that positions us well for continued sales and earnings growth."

The messaging continued quarter after quarter. In July 2024, reporting second-quarter results, Bockhorst attributed another set of record figures to "continued strength of AMI demand coupled with customer-accelerated backlog conversion," while then-CFO Robert Wrocklage emphasized "underlying secular growth drivers" and characterized the outlook with "an encouraging opportunity funnel, bid pipeline and order book boding well for continued sales and earnings growth." By October 2024, as growth rates began to moderate, Bockhorst reassured analysts that demand was "as solid as it's ever been," and Wrocklage stressed that "top line growth is not a function of just mix or pricing. It's absolutely unit volumes increasing." In January 2025, Bockhorst described the company's "track record of differentiated performance" and its ability to "further capitalize on the robust demand environment," while characterizing backlog and order rates as "very normal." When an analyst noted that inventory had declined meaningfully, Bockhorst described it as a deliberate improvement, and Wrocklage added that "there's nothing anomalistic about" the inventory level.

In April 2025, analysts directly pressed management on the possibility of order pull-forward. When a Stifel analyst asked directly whether customers might have pulled forward orders into the quarter, Bockhorst pushed back, stating that 75% of revenue comes from direct end users who "really, in many ways, cannot pull forward because they can't really put them into meter pits or homes faster and they don't have the warehouse space to typically hold it." He characterized the remaining 25% as showing no sign of "large pull forward orders," calling it "a pretty normal order environment." Pressed further by another analyst about changes in order rates, Bockhorst confirmed, "all of these levers continue to be strong, and we continue to take our one step forward at a time approach."

The complaint alleges these statements were materially false and misleading. According to the lawsuit, Badger Meter's financial results during the Class Period were at least partially attributable to the company's practice of pulling forward customer orders to recognize revenue early, which concealed weakening demand and deteriorating near-term order trends. This practice also depleted revenue otherwise available for future periods, ultimately causing the disappointing financial results the company later reported. The complaint characterizes the later April 2026 comments as admissions, citing Wrocklage’s statement that short-cycle demand “variability” had “always existed, inclusive of [the] 2023 to 2025 time frame” but had been "less visible in the revenue outcomes because of the backlog condition combined with the projects in flight." As alleged in the complaint, management knew or recklessly disregarded that the growth narrative they promoted to investors was built on a foundation that was already eroding.

Timeline of Alleged Misconduct and Disclosures

Class Period: April 18, 2024 - April 16, 2026, inclusive.

April 18, 2024: Class Period opens. Badger Meter reports record 1Q 2024 results via Form 8-K and earnings call. CEO Bockhorst touts "ongoing favorable industry fundamentals," "robust customer demand," and a "long runway" for AMI growth. Total sales of $196.3 million, up 23% year over year; EPS of $0.99, up 50%.

July 19, 2024: Badger Meter reports record 2Q 2024 results. Total sales of $216.7 million, up 23%. Management attributes results to "continued strength of AMI demand" and "customer-accelerated backlog conversion." CFO Wrocklage cites "underlying secular growth drivers" and an "encouraging opportunity funnel."

October 17, 2024: Badger Meter reports 3Q 2024 results. Total sales of $208.4 million, up 12%. CEO Bockhorst states demand is "as solid as it's ever been." CFO Wrocklage asserts growth is driven by "unit volumes increasing."

January 31, 2025: Badger Meter reports 4Q and full-year 2024 results. Total sales of $205.2 million for 4Q, up 13%. Bockhorst touts "differentiated performance" and the ability to "further capitalize on the robust demand environment." Describes backlog and order rates as "very normal." Inventory decline characterized as an "optimum level."

April 17, 2025: Badger Meter reports 1Q 2025 results. Total sales of $222.2 million, up 13%; EPS of $1.30, up 31%. Bockhorst attributes results to "steady customer demand" and "resilience and durability" of the business model. Directly denies customer order pull-forward, stating customers "cannot pull forward" and it was "a pretty normal order environment."

July 22, 2025: ALLEGED CORRECTIVE DISCLOSURE. Badger Meter reports disappointing 2Q 2025 results, including EPS below consensus estimates, decelerating revenue growth, and margin deterioration. CEO Bockhorst warns of sequential sales decline in 3Q 2025, blaming AMI project timing. Claims "our funnel remains as robust as ever" and that demand softness is "not a concern." BMI stock falls $40.42 per share (16.5%) to $204.80 on heavy volume.

January 28, 2026: ALLEGED CORRECTIVE DISCLOSURE. Badger Meter reports disappointing 4Q 2025 results, including missed revenue expectations and a 6% sequential decline in utility water sales. Management blames "previously communicated project pacing effects." CEO Bockhorst notes the dynamic will "extend throughout the first half of 2026." BMI stock falls $18.09 per share (11%) to $146.32 on heavy volume.

April 17, 2026: ALLEGED CORRECTIVE DISCLOSURE. Badger Meter reports disappointing 1Q 2026 results: total sales down 9% year over year to $202.3 million; utility water sales down 10%; EPS of $0.93, down from $1.30 in the prior year. Management acknowledges "softer short-cycle municipal customer ordering" and reveals that short-cycle order "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." BMI stock falls $36.75 per share (more than 24%) to $115.54 on heavy volume.

Investor Harm and Market Reaction

The alleged corrective disclosures inflicted severe damage on Badger Meter shareholders across three separate episodes. The first alleged corrective disclosure came on July 22, 2025, when the company's disappointing second-quarter 2025 results, including EPS below analyst estimates and a warning that sales would decline sequentially in the following quarter, sent BMI shares plunging $40.42 per share, or 16.5%, from $245.22 to $204.80 on unusually heavy trading volume. Even as the stock reeled, management continued to insist the shortfall was simply the "nature of the business" and not a demand concern.

The second alleged corrective disclosure arrived on January 28, 2026, when Badger Meter reported fourth-quarter 2025 results that missed revenue expectations and disclosed a 6% sequential decline in utility water sales. On this news, BMI fell another $18.09 per share, or 11%, closing at $146.32 on heavy volume. Management attributed the results to "previously communicated project pacing effects," but with BMI closing at $146.32, the stock had fallen approximately $99 per share, or roughly 40%, from the $245.22 pre-disclosure price on July 21, 2025.

The most devastating alleged corrective disclosure came on April 17, 2026. With total sales down 9% year over year, utility water sales declining 10%, and EPS collapsing from $1.30 to $0.93 compared to the same quarter a year earlier, BMI shares cratered $36.75, more than 24%, falling from $152.29 to $115.54 on unusually heavy volume. The complaint alleges this later acknowledgment undercut earlier assurances about durable, demand-driven growth. From the $245.22 closing price before the first alleged corrective disclosure to $115.54 after the April 2026 disclosure, BMI had fallen by more than half.

Litigation & Procedural Posture

The complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 against all defendants, and under Section 20(a) of the Exchange Act against the Individual Defendants as controlling persons of Badger Meter.

Defendants in the lawsuit are Badger Meter, Inc., its Chief Executive Officer Kenneth C. Bockhorst, former Chief Financial Officer Robert A. Wrocklage, and current Chief Financial Officer Daniel R. Weltzien.

Scienter allegations center on the Individual Defendants' positions within the company, which provided them with direct access to internal reports, metrics, and information concerning customer orders, demand trends, backlog composition, and revenue recognition practices. The complaint alleges the Individual Defendants knew or recklessly disregarded that their public statements about durable demand and the absence of order pull-forward were materially false. The complaint alleges the inference of scienter is bolstered by defendants’ end-of-Class-Period statements that short-cycle demand variability had "always existed" during the period they characterized as reflecting record, demand-driven performance.

Procedurally, the case was filed on June 2, 2026 and seeks class certification on behalf of all persons and entities who purchased Badger Meter common stock during the Class Period. Lead plaintiff submissions are due August 3, 2026. Further proceedings may include motions practice and class certification proceedings.

SEC Filings & Risk Factors

The complaint's allegations are built primarily on Badger Meter's quarterly earnings press releases filed on Form 8-K with the SEC and the accompanying earnings conference calls held during the Class Period. These filings and public statements form the evidentiary backbone of the case, rather than a single annual or registration filing.

Across five consecutive quarterly reporting cycles from April 2024 through April 2025, Badger Meter's 8-K filings consistently presented the company's financial results in superlative terms: "record total sales," "record operating profit," "record EPS," and "record cash flow." The press releases attributed these results to demand-side factors, specifically "ongoing favorable industry fundamentals," "secular growth drivers," "solid demand," and "robust adoption rates" for the company's AMI solutions. The accompanying earnings calls amplified these characterizations, with executives providing detailed commentary about backlog health, order pacing, and pipeline robustness. Notably, when pressed by analysts on whether customers might be pulling forward orders, management directly denied this possibility, citing the physical constraints of utility customers and describing the ordering environment as "pretty normal."

The alleged corrective 8-K filings tell a starkly different story. The July 22, 2025 filing disclosed decelerating revenue growth, margin deterioration, and EPS below expectations. The January 28, 2026 filing revealed a 6% sequential decline in utility water sales. The April 17, 2026 filing disclosed 9% year-over-year sales declines, 10% utility water revenue declines, and a collapse in operating margin from 22.2% to 17.4%. Critically, the April 2026 earnings call contained what the complaint characterizes as an admission 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."

The complaint characterizes this pattern as revealing a material gap between Badger Meter’s public disclosures and the facts allegedly known internally. During quarters of record performance, management attributed results to durable demand forces while allegedly knowing that order pull-forward and backlog drawdown were significant contributors. The complaint alleges management’s April 2025 response minimized the possibility of pull-forward activity by stating that many customers “cannot pull forward” orders and by describing the ordering environment as “pretty normal.” When the company later reported weaker results, the complaint alleges defendants described short-cycle demand variability as having “always existed.” According to the complaint, this pattern of disclosure and subsequent revision was materially misleading to investors who relied on management's characterizations in making investment decisions.

How to Join the Badger Meter (BMI) Class Action

• Confirm you purchased BMI shares during the April 18, 2024 to April 16, 2026 class period
• Review the allegations and eligibility requirements in the pending securities class action
• Gather trade confirmations and brokerage records documenting purchases or losses
• Consult counsel regarding lead plaintiff deadlines, eligibility, and recovery rights
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