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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2025
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-32892
MUELLER WATER PRODUCTS, INC.
(Exact name of registrant as specified in its charter)

Delaware 20-3547095
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 Abernathy Road N.E.
Suite 1200
Atlanta, GA 30328
(Address of principal executive offices)
(770) 206-4200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01
MWA
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer     ☒      Accelerated filer     ☐
Non-accelerated filer    ☐    Smaller reporting company ☐     Emerging growth company    ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
There were 156,385,318 shares of common stock of the registrant outstanding as of January 30, 2026.



TABLE OF CONTENTS

ITEMPAGE
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Table of Contents
PART I
Item 1.     FINANCIAL STATEMENTS
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 December 31,September 30,
 20252025
 (in millions, except share amounts)
Assets:
Cash and cash equivalents$459.6 $431.5 
Receivables, net of allowance for credit losses of $3.3 million and $3.6 million
137.1 211.9 
Inventories, net376.7 328.7 
Other current assets55.5 56.8 
Total current assets1,028.9 1,028.9 
Property, plant and equipment, net341.7 335.7 
Intangible assets, net307.0 307.3 
Goodwill, net92.1 89.2 
Other noncurrent assets77.1 77.8 
Total assets$1,846.8 $1,838.9 
Liabilities and stockholders’ equity:
Current portion of long-term debt$1.4 $1.2 
Accounts payable127.5 134.4 
Other current liabilities127.1 154.7 
Total current liabilities256.0 290.3 
Long-term debt450.9 450.4 
Deferred income taxes57.6 51.0 
Other noncurrent liabilities64.1 65.5 
Total liabilities828.6 857.2 
Commitments and contingencies (Note 9.)
Preferred stock: par value $0.01 per share; 60,000,000 shares authorized; none outstanding as of December 31, 2025, and September 30, 2025
— — 
Common stock: par value $0.01 per share; 600,000,000 shares authorized; 156,360,152 and 156,331,004 shares outstanding as of December 31, 2025, and September 30, 2025, respectively
1.6 1.6 
Additional paid-in capital1,143.1 1,158.9 
Accumulated deficit(131.0)(174.2)
Accumulated other comprehensive income (loss)4.5 (4.6)
Total stockholders' equity1,018.2 981.7 
Total liabilities and stockholders' equity$1,846.8 $1,838.9 

The accompanying notes are an integral part of the condensed consolidated financial statements.
3
Table of Contents
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 Three months ended
December 31,
 20252024
(in millions, except per share amounts)
Net sales$318.2 $304.3 
Cost of sales198.4 201.3 
Gross profit119.8 103.0 
Operating expenses:
Selling, general and administrative59.8 53.9 
Strategic reorganization and other charges3.3 1.7 
Total operating expenses63.1 55.6 
Operating income56.7 47.4 
Other expenses:
Interest expense, net1.0 1.6 
Total other expenses, net1.0 1.6 
Income before income taxes55.7 45.8 
Income tax expense12.5 10.5 
Net income$43.2 $35.3 
Net income per basic share$0.28 $0.23 
Net income per diluted share$0.27 $0.22 
Weighted average shares outstanding:
Basic156.3 156.3 
Diluted157.3 157.5 
Dividends declared per share$0.070 $0.067 

The accompanying notes are an integral part of the condensed consolidated financial statements.
4
Table of Contents
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 Three months ended
December 31,
20252024
 (in millions)
Net income$43.2 $35.3 
Other comprehensive income (loss), net of income tax:
Pension actuarial amortization0.4 0.4 
Foreign currency translation8.7 (1.3)
Total other comprehensive income (loss), net of income tax9.1 (0.9)
Comprehensive income$52.3 $34.4 

The accompanying notes are an integral part of the condensed consolidated financial statements.
5
Table of Contents
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 
(UNAUDITED)
  Common  
stock		Additional
paid-in
capital		Accumulated
deficit		Accumulated
other
comprehensive
(loss) income		Total    
 (in millions)
Balance as of September 30, 2025$1.6 $1,158.9 $(174.2)$(4.6)$981.7 
Net income— — 43.2 — 43.2 
Dividends declared— (10.9)— — (10.9)
Stock-based compensation— 3.5 — — 3.5 
Shares retained for employee taxes— (3.6)— — (3.6)
Common stock issued— 0.7 — — 0.7 
Common stock repurchased under buyback program— (5.5)— — (5.5)
Other comprehensive income, net of tax— — — 9.1 9.1 
Balance as of December 31, 2025$1.6 $1,143.1 $(131.0)$4.5 $1,018.2 

  Common  
stock		Additional
paid-in
capital		Accumulated
deficit		Accumulated
other
comprehensive
loss		Total    
 (in millions)
Balance as of September 30, 2024$1.6 $1,205.2 $(365.9)$(30.8)$810.1 
Net income — — 35.3 — 35.3 
Dividends declared— (10.5)— — (10.5)
Stock-based compensation— 2.5 — — 2.5 
Shares retained for employee taxes— (4.0)— — (4.0)
Common stock issued— 1.6 — — 1.6 
Other comprehensive loss, net of tax— — — (0.9)(0.9)
Balance as of December 31, 2024$1.6 $1,194.8 $(330.6)$(31.7)$834.1 
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
Table of Contents
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Three months ended
December 31,
 20252024
 (in millions)
Operating activities:
Net income$43.2 $35.3 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation10.3 9.3 
Amortization1.8 1.8 
Gain on sale of assets(0.1)— 
Stock-based compensation3.5 2.5 
Pension cost 0.1 0.2 
Deferred income taxes6.2 (0.6)
Inventory reserve provision2.8 4.0 
Other, net0.4 0.3 
Changes in assets and liabilities:
Receivables, net75.1 62.9 
Inventories(49.6)(20.8)
Other assets3.7 (1.3)
Accounts payable(7.3)(10.8)
Other current liabilities(27.1)(26.2)
Other noncurrent liabilities(1.8)(2.5)
Net cash provided by operating activities61.2 54.1 
Investing activities:
Capital expenditures(17.2)(11.9)
Proceeds from sale of assets0.1 — 
Net cash used in investing activities(17.1)(11.9)
Financing activities:
Dividends paid(10.9)(10.5)
Common stock repurchased under buyback program(5.5)— 
Employee taxes related to stock-based compensation(3.6)(4.0)
Common stock issued0.7 1.6 
Principal payments for finance lease obligations(0.3)(0.2)
Net cash used in financing activities(19.6)(13.1)
Effect of currency exchange rate changes on cash3.6 (0.8)
Net change in cash and cash equivalents28.1 28.3 
Cash and cash equivalents at beginning of period431.5 309.9 
Cash and cash equivalents at end of period$459.6 $338.2 
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
Table of Contents
 Three months ended
December 31,
 20252024
 (in millions)
Supplemental cash flow information:
Cash paid for interest, net$5.3 $5.8 
Cash paid for income taxes, net$0.1 $0.4 
Non-cash investing and financing activities:
Property, plant and equipment accrued and unpaid$7.9 $— 
Property, plant and equipment acquired through finance leases$0.8 $— 
The accompanying notes are an integral part of the condensed consolidated financial statements.
8
Table of Contents
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED DECEMBER 31, 2025
(UNAUDITED)
Note 1. Organization and Basis of Presentation
Mueller Water Products, Inc., a Delaware corporation, together with its consolidated subsidiaries, operates in two business segments: Water Flow Solutions and Water Management Solutions. Water Flow Solutions’ portfolio includes iron gate valves, specialty valves and service brass products. Water Management Solutions’ portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, as well as pressure management and control products and solutions. The “Company,” “we,” “us” and “our” refer to Mueller Water Products, Inc. and its subsidiaries. With regard to the Company’s segments, “we,” “us” and “our” may also refer to the segment being discussed.
Our condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses, and the disclosure of contingent assets and liabilities for the reporting periods. Actual results could differ from those estimates. All significant intercompany balances and transactions have been eliminated. These condensed consolidated financial statements do not include all information required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2025. In our opinion, all normal and recurring adjustments that we consider necessary for a fair financial statement presentation have been made. The condensed consolidated balance sheet as of September 30, 2025 was derived from our audited financial statements.
Parts of our business depend upon construction activity, which is seasonal in many areas due to the impact of cold weather conditions on construction activity. Net sales and operating income have historically been lowest in our first and second fiscal quarters ending December 31 and March 31, respectively, when the northern United States and most of Canada generally face weather conditions that restrict significant construction activity. Therefore, the results of operations for the three months ended December 31, 2025 are not necessarily indicative of operating results that may be achieved for any other interim period or the full year.
Unless the context indicates otherwise, whenever we refer to a particular year, we mean our fiscal year ended or ending September 30 in that particular calendar year.
Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires public business entities to disclose a tabular rate reconciliation utilizing percentages and reporting currency in specific categories with certain reconciling items at or above the specified 5% threshold to improve the transparency and comparability of disclosures. Additionally, entities are required to disclose the year-to-date amount of income taxes paid, net of refunds received, disaggregated by federal (national), state, and foreign jurisdictions. Disclosure of all individual jurisdictions where income taxes paid, net of refunds received, is 5% or more of the total is also required. This guidance is effective for annual disclosures in fiscal years beginning after December 15, 2024, with early adoption permitted. Upon adoption, ASU 2023-09 should be applied on a prospective basis while retrospective application is permitted. We do not expect ASU 2023-09 to have a material impact on our financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires public business entities to disclose disaggregated information about certain income statement expense line items, including purchases of inventory, employee compensation, depreciation and intangible asset amortization. Additionally, specified expenses, gains or losses that are currently required to be disclosed must now be included in the disaggregated income statement expense line item disclosures, and any remaining amounts should be described qualitatively. There is also a requirement to separately disclose total selling expenses and provide a definition of those expenses. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Upon adoption, ASU 2024-03 should be applied on a prospective basis while retrospective application is permitted. We are currently evaluating the impact ASU 2024-03 will have on our financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06 “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 removes references to software development project stages and considers different software development methods, including
9
methods that entities may use to develop software in the future. ASU 2025-06 requires entities to capitalize software costs when: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended (the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete recognition threshold, an entity must consider whether there is significant uncertainty associated with the development activities of the software. An entity must also disclose its capitalized internal-use software balance and accumulated amortization at the balance sheet date, along with amortization for the period and a description of the method to compute amortization. The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within the associated annual reporting periods. Early adoption is permitted at the beginning of an annual period. Upon adoption, ASU 2025-06 may be applied on a retrospective, prospective or modified prospective basis, with a cumulative effect adjustment to retained earnings required for retrospective or modified prospective adoption. We are currently evaluating the impact ASU 2025-06 will have on our financial statements and related disclosures.
In December 2025, the FASB issued ASU No. 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”). ASU 2025-11 clarifies the applicability of interim reporting guidance, types of interim reporting, and the form and content of interim financial statements in accordance with United States generally accepted accounting principles (“GAAP”). ASU 2025-11 does not change the fundamental nature of interim reporting or modify the scope of current interim disclosure requirements, but clarifies and improves the navigability of existing interim reporting requirements. This guidance is effective for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Upon adoption, ASU 2025-11 may be applied prospectively or retrospectively to any or all periods presented in the interim financial statements. We are currently evaluating the impact ASU 2025-11 will have on our financial statements and related disclosures.
Strategic Reorganization and Other Charges
During the three months ended December 31, 2025, we recorded approximately $3.3 million in Strategic reorganization and other charges consisting of severance and expenses associated with our leadership transition. During the three months ended December 31, 2024, we recorded approximately $1.7 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition and severance.
The Company expects to incur certain costs related to the decommissioning and demolition of its legacy foundry in Decatur, Illinois, the amount of which is not estimable at this time.
Activity in our accrued Strategic reorganization and other charges, reported as part of Other current liabilities, is presented below:
Three months ended
December 31,
20252024
(in millions)
Beginning balance$1.1 $3.4 
Expenses incurred3.3 1.7 
Amounts paid and other adjustments, net(3.8)(1.5)
Ending balance$0.6 $3.6 
New Markets Tax Credit Program
On December 22, 2020, we entered into a financing transaction with Wells Fargo Community Investment Holdings, LLC (“Wells Fargo”) related to our brass foundry construction project in Decatur, Illinois under a qualified New Markets Tax Credit program (“NMTC”). The NMTC is a federal program intended to encourage capital investment in qualified lower income communities. Under the NMTC, investors claim federal income tax credits over a period of seven years in connection with qualified investments in the equity of community development entities (“CDE”s), which are privately managed investment institutions that are certified to make qualified low-income community investments, such as in our foundry project.
Under the NMTC, Wells Fargo contributed capital of $4.8 million to an investment fund, and we loaned $12.2 million to the fund. Wells Fargo is entitled to the associated tax credits, which are subject to 100% recapture if we do not comply with various regulations and contractual provisions surrounding the foundry project. We have indemnified Wells Fargo for any loss or recapture of tax credits related to the transaction until the seven-year period elapses. We do not anticipate any credit recaptures will be required in connection with this arrangement.
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The investment fund contributed $16.5 million cash for a 99.99% stake in a joint venture (“Sub-CDE”) with a CDE. The Sub-CDE then loaned $16.2 million to us, with the use of the loan proceeds restricted to foundry project expenditures. This transaction also includes a put/call provision under which we may be obligated or entitled to repurchase Wells Fargo’s interest in the investment fund. We believe that Wells Fargo will exercise its put option in December 2027 for nominal consideration, resulting in our becoming the sole owner of the investment fund, cancelling the related loans, and recognizing an estimated gain of $3.9 million.
We determined that the investment fund and the Sub-CDE are variable interest entities (“VIEs”) and that we are the primary beneficiary of the VIEs. The ongoing activities of the VIEs, namely collecting and remitting interest and fees and administering NMTC compliance, were contemplated in the initial design of the transaction and are not expected to significantly affect economic performance throughout the life of the VIEs. Additionally, we are obligated to deliver tax benefits and provide various other guarantees to Wells Fargo and to absorb the losses of the VIEs. Wells Fargo does not have a material interest in the underlying economics of the project. Consequently, we have included the financial statements of the VIEs in our consolidated financial statements.
Intercompany transactions between us and the VIEs have been eliminated in consolidation. Wells Fargo’s contribution to the investment fund is consolidated in our financial statements within Other noncurrent liabilities as a result of its redemption features.
Direct costs associated with Wells Fargo’s capital contribution were netted against the recorded proceeds, resulting in a net cash contribution of $3.9 million. Other direct costs associated with the transaction were capitalized and are being recognized as interest expense over the seven-year tax credit period. Incremental costs to maintain the structure during the compliance period are expensed as incurred and were immaterial to the consolidated financial statements.
Note 2.    Revenue from Contracts with Customers
We recognize revenue when control of promised products or services is transferred to our customers, in amounts that reflect the consideration to which we expect to be entitled in exchange for those products or services. We account for a contract when it has approval and commitment from both parties, the rights of the parties and the payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We determine the appropriate revenue recognition for our contracts with customers by analyzing the type, terms and conditions of each customer contract or arrangement.
The table below presents the balances of our customer receivables and deferred revenue:
December 31,September 30,
20252025
(in millions)
Billed receivables$138.4 $210.8 
Unbilled receivables2.0 4.7 
Gross customer receivables140.4 215.5 
Allowance for credit losses(3.3)(3.6)
Receivables, net$137.1 $211.9 
Deferred revenue$13.4 $12.1 

Allowance for Credit Losses
Our condensed consolidated statements of operations include the expected credit losses either arising or changing during the period for our receivables. When we determine a receivable will not be collected, in whole or in part, we write-off the uncollectible amount against the allowance in that period. Our judgments of expected credit losses are based on prior collection experience, customer creditworthiness, forecasts of economic trends, and other current conditions, which may affect the collectability of the receivables. Differences in actual rather than expected industry or economic conditions could impact our customers’ ability to pay, resulting in actual credit losses differing from the amounts included in the allowance and these differences could be significant.
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The table below summarizes information concerning our allowance for credit losses:

Three months ended
December 31,
20252024
(in millions)
Beginning balance$3.6 $8.3 
Release of provision, net(0.3)(0.4)
Ending balance$3.3 $7.9 

Contract Asset and Liability Balances
Differences in the timing of revenue recognition, billing and cash collection result in customer receivables, advance payments and billings in excess of revenue recognized. Customer receivables include amounts billed and currently due from customers as well as unbilled amounts including contract assets. Amounts are billed in accordance with contractual terms and unbilled amounts arise when the timing of billing differs from the timing of revenue recognized.
Advance payments and billings in excess of revenue are recognized and recorded as deferred revenue and are classified as Other current liabilities or Other noncurrent liabilities in the accompanying condensed consolidated balance sheets based on the timing of when we expect to recognize revenue. Deferred revenue represents contract liabilities and is recorded when customers remit cash payments in advance of our satisfaction of performance obligations pursuant to contractual arrangements. Contract liabilities are reversed when the performance obligation is satisfied and revenue is recognized. Deferred revenue primarily consists of amounts related to monitoring, leak detection, software and hosting services.
The table below summarizes information related to deferred revenue:
Three months ended
December 31,
20252024
(in millions)
Beginning balance$12.1 $12.8 
Revenue deferred3.8 2.1 
Previously deferred revenue recognized during the period(2.5)(2.3)
Ending balance$13.4 $12.6 

As of December 31, 2025, current deferred revenue was $7.2 million and noncurrent deferred revenue was $6.2 million. We estimate that noncurrent deferred revenue will be recognized as follows: $1.3 million in 2027, $1.3 million in 2028, $1.2 million in 2029, $1.1 million in 2030, $0.6 million in 2031 and $0.7 million thereafter.

Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Our performance obligations are generally satisfied at a point in time for sales of equipment and products or over time for our software hosting and leak detection monitoring services. Performance obligations are supported by customer contracts which provide frameworks for the nature of the distinct products or services. The transaction price is adjusted for our estimate of variable consideration which may include discounts and rebates. To estimate variable consideration, we apply the expected value or the most likely amount method based on whichever method most appropriately predicts the amount of consideration we expect to receive. The method applied is typically based on historical experience and known trends. We include estimated variable consideration in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur in future periods when the uncertainty associated with the variable consideration is subsequently resolved. We exclude from the measurement of the transaction price all taxes assessed by a governmental authority.
We do not adjust the transaction price of a contract for the effects of a significant financing component if, at the inception of the contract, we expect that the period between when we transfer a product or service to a customer and when a customer remits payment will be one year or less.
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Revenue for the sale of our products and services is recognized when the obligations of the terms of our contract are satisfied, which is when the customer is able to direct the use of and obtain substantially all of the benefits from the product or service, which generally occurs upon shipment when control of the product transfers to the customer or the service is completed.
We offer assurance warranties to our customers that the products provided will function as intended and comply with any agreed-upon specifications. These warranties cannot be purchased separately. On limited products, we offer extended warranties, which may be purchased separately.
Costs to Obtain or Fulfill a Contract
Shipping and handling costs associated with freight activities after the customer has obtained control are accounted for as fulfillment costs and are expensed to Cost of sales within our condensed consolidated statement of operations at the time revenue is recognized.
We incur certain incremental costs to obtain a contract, which primarily relate to incremental sales commissions. As the expected benefit associated with these incremental costs is generally one year or less based on the nature of the product sold and benefits received, we have applied the practical expedient to expense them as incurred and therefore do not capitalize the related costs. Our sales commissions are paid based on orders or shipments, and we reserve the right to claw back any commissions in the event of product returns, cancellations or lost collections.
Disaggregation of Revenue
Refer to Note 7. for information regarding disaggregation of our revenues from contracts with customers by reportable segment and by geographical region based on customer location. Economic factors may impact the nature, amount, timing and certainty of our revenue and cash flows.
Note 3. Income Taxes
For the three months ended December 31, 2025, the Company recorded income tax expense of $12.5 million on earnings before income taxes of $55.7 million resulting in an effective tax rate of 22.4%. For the three months ended December 31, 2024, the Company recorded income tax expense of $10.5 million on earnings before income taxes of $45.8 million resulting in an effective tax rate of 22.9%. The effective tax rate was generally consistent period over period.
Note 4. Borrowing Arrangements
The components of our long-term debt are as follows:
 December 31,September 30,
 20252025
 (in millions)
4.0% Senior Notes$450.0 $450.0 
Finance leases4.6 4.1 
Total debt454.6 454.1 
Less: deferred financing costs2.3 2.5 
Less: current portion of long-term debt1.4 1.2 
Total long-term debt$450.9 $450.4 

ABL Agreement. Our asset-based lending agreement, as amended, (the “ABL”) is provided by a syndicate of banking institutions and consists of a revolving credit facility for up to $175.0 million in borrowing capacity that matures the earlier of (a) March 16, 2029, which is ninety-one days prior to the stated maturity date of our 4.0% Senior Notes if the Notes are still outstanding on that date or (b) March 28, 2029. The ABL includes the ability to borrow up to $25.0 million of swing line loans and up to $60.0 million of letters of credit. The ABL permits us to increase the size of the credit facility by an additional $150.0 million in certain circumstances subject to adequate borrowing base availability.
Borrowings under the ABL bear interest at a floating rate equal to Secured Overnight Financing Rate (“SOFR”) plus an adjustment of 10 basis points and an applicable margin range of 150 to 175 basis points, or a base rate (as defined in the ABL) plus an applicable margin range of 50 to 75 basis points. As of December 31, 2025, the applicable margin was 150 basis points for SOFR-based loans and 50 basis points for base rate loans.
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The ABL is subject to mandatory prepayments if total outstanding borrowings under the ABL are greater than the aggregate commitments under the revolving credit facility or if we dispose of overdue accounts receivable in certain circumstances. The borrowing base under the ABL is equal to the sum of (a) 85% of the value of eligible accounts receivable and (b) the lesser of (i) 70% of the value of eligible inventory or (ii) 85% of the net orderly liquidation value of eligible inventory, less certain reserves. Prepayments can be made at any time without penalty.
The ABL contains customary terms and conditions as well as various affirmative, negative, and financial covenants that may, among other things, restrict our and our subsidiaries’ ability to pay dividends, repurchase stock, or make certain other payments as described in the ABL.
Substantially all of our United States subsidiaries are borrowers under the ABL and are jointly and severally liable for outstanding borrowings. Our obligations under the ABL are secured by a first-priority perfected lien on all of our United States inventory, accounts receivable, certain cash balances and other supporting assets.
The ABL includes a commitment fee for any unused borrowing capacity of 37.5 basis points per annum when the unused capacity is above 50% of the credit commitments, with a step down to 25.0 basis points per annum when unused capacity is less than or equal to 50% of the credit commitments. As of December 31, 2025, the commitment fee was 37.5 basis points.
Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $17.5 million and 10% of the Loan Cap as defined in the ABL. Excess availability based on December 31, 2025 data was $163.7 million, as reduced by $11.1 million of outstanding letters of credit and $0.2 million of accrued fees and expenses.
We were in compliance with all required covenants under the ABL as of December 31, 2025.
4.0% Senior Unsecured Notes. On May 28, 2021, we privately issued $450.0 million of 4.0% Unsecured Senior Notes (the (“4.0% Senior Notes”) which mature on June 15, 2029, and bear interest at 4.0%, paid semi-annually in June and December. We capitalized $5.5 million of financing costs, which are being amortized over the term of the 4.0% Senior Notes using the effective interest method. Proceeds from the 4.0% Senior Notes, along with cash on hand, were used to redeem our previously existing notes. Substantially all of our United States subsidiaries guarantee the 4.0% Senior Notes, which are subordinate to borrowings under our ABL. Based on quoted market prices, which is a Level 1 measurement, the outstanding 4.0% Senior Notes had a fair value of $438.7 million as of December 31, 2025.
An indenture governing the 4.0% Senior Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur certain debt and liens. We were in compliance with all required covenants under the Indenture as of December 31, 2025. There are no financial maintenance covenants associated with the Indenture.
We may redeem some or all of the 4.0% Senior Notes at any time after June 15, 2024, at specified redemption prices. Upon a Change of Control (as defined in the Indenture), we could be required to offer to purchase the 4.0% Senior Notes at a price equal to 101% of the outstanding principal amount if there is a Ratings Decline (as defined in the Indenture).
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Note 5. Retirement Plan
We have a defined benefit plan (“Pension Plan”) that we fund in accordance with its requirements and, where applicable, in amounts sufficient to satisfy the minimum funding requirements of applicable laws. The Pension Plan provides benefits based on years of service and compensation or at stated amounts for each year of service with an annual measurement date of September 30.
The components of net periodic cost for our Pension Plan are presented below:
Three months ended
December 31,
 20252024
 (in millions)
Service cost$0.1 $0.2 
Pension expense other than service:
Interest cost3.0 3.0 
Expected return on plan assets(3.4)(3.6)
Amortization of actuarial net loss0.4 0.6 
Pension expense other than service— — 
Net periodic cost$0.1 $0.2 
The amortization of actuarial losses, net of income tax, is recorded as a component of Other comprehensive income. For the three months ended December 31, 2025 and 2024, the amortization of actuarial net loss is shown net of immaterial income tax and $0.2 million income tax, respectively, in the condensed consolidated statements of comprehensive income.

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Note 6. Supplemental Balance Sheet Information
Selected supplemental asset information is presented below:
 December 31,September 30,
 20252025
 (in millions)
Inventories, net:
Purchased components and raw materials$183.3 $169.5 
Work in process, net62.3 67.5 
Finished goods, net131.1 91.7 
Inventories, net$376.7 $328.7 
Other current assets:
Prepaid expenses$20.7 $20.8 
Other current assets34.8 36.0 
Total other current assets$55.5 $56.8 
Property, plant and equipment:
Land$6.2 $6.5 
Buildings133.5 133.6 
Machinery and equipment597.9 590.3 
Construction in progress62.9 53.7 
Total property, plant and equipment800.5 784.1 
Accumulated depreciation(458.8)(448.4)
Property, plant and equipment, net$341.7 $335.7 

Selected supplemental liability information is presented below:

 December 31,September 30,
 20252025
 (in millions)
Other current liabilities:
Compensation and benefits$26.2 $61.3 
Customer rebates22.0 19.9 
Income taxes payable12.9 7.1 
Other current liabilities66.0 66.4 
Total other current liabilities$127.1 $154.7 

Goodwill
Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis on September 1 of each fiscal year or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
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The following table summarizes information concerning our goodwill, all of which is within our Water Management Solutions segment, during the three months ended December 31, 2025 (in millions):

Balance as of September 30, 2025:
Goodwill$829.6 
Accumulated impairment(740.4)
Goodwill, net89.2 
Activity during the three months ended December 31, 2025:
Change in foreign currency exchange rates2.9 
Balance as of December 31, 2025
$92.1 

Note 7. Segment Information
Our business units and reportable segments are Water Flow Solutions and Water Management Solutions. Water Flow Solutions’ portfolio includes iron gate valves, specialty valves and service brass products. Water Management Solutions’ portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, as well as pressure management and control products and solutions.
Our segments are determined by internally reported financial information regularly reported to the company’s chief operating decision maker (“CODM”), who is our Chief Executive Officer. Segment operating income is the primary measure used by the CODM to assess performance and allocate resources. Operating income is also used to monitor budget versus actual results and provide insight into underlying trends comparing past financial performance with current performance of each segment. The significant expense categories and amounts align with segment-level information that is regularly provided to the CODM.
Segment results are not reflective of their results on a stand-alone basis and exclude intersegment sales. The determination of segment results excludes certain expenses designated as Corporate because such expenses are not directly attributable to segment operations and are not allocated to the segments. Items such as interest expense, loss on early extinguishment of debt, pension expense or benefit, and income taxes are not allocated to the segments. Corporate expenses include those costs incurred by our corporate function, such as accounting, treasury, risk management, human resources, legal, tax, and other administrative functions. Corporate assets principally consist of our cash, operating lease assets, and certain real property previously owned by U.S. Pipe and Anvil.
Financial information by reportable segment is included in the following summary below:
Three months ended December 31, 2025Water Flow SolutionsWater Management SolutionsTotal
(in millions)
Net sales$173.0 $145.2 $318.2 
Cost of sales102.2 96.2 198.4 
Gross profit70.8 49.0 119.8 
Selling, general and administrative expenses21.4 24.5 
Segment operating income$49.4 $24.5 73.9 
Reconciliation of segment operating income to consolidated income before income taxes
Corporate general and administrative expenses13.9 
Corporate strategic reorganization and other charges3.3 
Interest expense, net1.0 
Income before income taxes$55.7 

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Three months ended December 31, 2024 Water Flow SolutionsWater Management SolutionsTotal
(in millions)
Net sales$174.6 $129.7 $304.3 
Cost of sales119.5 81.8 201.3 
Gross profit55.1 47.9 103.0 
Selling, general and administrative expenses19.8 20.3 
Strategic reorganization and other charges— 0.3 
Segment operating income$35.3 $27.3 62.6 
Reconciliation of segment operating income to consolidated income before income taxes
Corporate general and administrative expenses13.8 
Corporate strategic reorganization and other charges1.4 
Interest expense, net1.6 
Income before income taxes$45.8 

Depreciation and amortization and capital expenditures by reportable segment is included in the summary below:

Three months ended
December 31,
20252024
 (in millions)
Depreciation and amortization:
Water Flow Solutions$7.1 $6.1 
Water Management Solutions5.0 5.0 
$12.1 $11.1 
Capital expenditures:
Water Flow Solutions$6.4 $5.7 
Water Management Solutions10.8 6.2 
$17.2 $11.9 

Segment assets primarily consist of intangible assets and inventories. A summary of these assets by reportable segment is included in the summary below:

December 31,September 30,
20252025
 (in millions)
Intangible assets, net and goodwill
Water Flow Solutions$264.4 $264.5 
Water Management Solutions134.7 132.0 
$399.1 $396.5 
Inventories, net
Water Flow Solutions$230.9 $197.2 
Water Management Solutions145.8 131.5 
$376.7 $328.7 

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Disaggregated revenues by reportable segment and geographical region are included in the summary below:

Three months ended
December 31,
20252024
(in millions)
Water Flow Solutions disaggregated revenue:
Central$51.6 $48.5 
Northeast31.2 33.3 
Southeast43.4 38.6 
West35.8 43.9 
United States162.0 164.3 
Canada7.8 8.0 
Other international locations3.2 2.3 
$173.0 $174.6 
Water Management Solutions disaggregated revenue:
Central$44.6 $35.1 
Northeast31.4 29.2 
Southeast32.6 26.6 
West23.3 28.5 
United States131.9 119.4 
Canada6.5 4.4 
Other international locations6.8 5.9 
$145.2 $129.7 

Note 8. Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) is as follows:

  Pension actuarial amortization,
net of income tax 		Foreign currency translation,
net of income tax		Total
(in millions)
Balance as of September 30, 2025$(14.9)$10.3 $(4.6)
Current period other comprehensive income0.4 8.7 9.1 
Balance as of December 31, 2025$(14.5)$19.0 $4.5 

For the three months ended December 31, 2025, pension actuarial amortization included in the condensed consolidated statements of comprehensive income was $0.4 million, net of immaterial income tax. Refer to Note 5. Retirement Plan for further information. For the three months ended December 31, 2025, foreign currency translation included in the condensed consolidated statements of comprehensive income was $8.7 million, net of no income tax.

Note 9. Commitments and Contingencies
We use letters of credit and surety bonds in the ordinary course of business to ensure the performance of contractual obligations. As of December 31, 2025, we had $11.1 million of letters of credit and $13.5 million of surety bonds outstanding.
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We are involved in various legal proceedings that have arisen in the normal course of operations, including the proceedings summarized below. We provide for costs relating to these matters when a loss is probable and the amount is reasonably estimable. Legal and administrative costs related to these matters are expensed as incurred. The effect of the outcome of these matters on our financial statements cannot be predicted with certainty as any such effect depends on the amount and timing of the resolution of such matters. Other than the litigation described below, we do not believe that any of our outstanding litigation would have a materially adverse effect on our financial position, results of operations, cash flows or liquidity.
Environmental. We are subject to a wide variety of laws and regulations concerning the protection of the environment, both with respect to the operations at many of our properties and with respect to remediating environmental conditions that may exist at our own or other properties. We accrue for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and reasonably estimable.
In the acquisition agreement pursuant to which a predecessor to Tyco International plc, now Johnson Controls International plc (“Tyco”), sold our businesses to a previous owner in August 1999, Tyco agreed to indemnify us and our affiliates, among other things, for all “Excluded Liabilities.” Excluded Liabilities include, among other things, substantially all liabilities relating to the time prior to August 1999, including environmental liabilities. The indemnity survives indefinitely. Tyco’s indemnity does not cover liabilities to the extent caused by us or the operation of our businesses after August 1999, nor does it cover liabilities arising with respect to businesses or sites acquired after August 1999. Since 2007, Tyco has engaged in multiple corporate restructurings, split-offs and divestitures. While none of these transactions directly affects the indemnification obligations of the Tyco indemnitors under the 1999 acquisition agreement, the result of such transactions is that the assets of, and control over, such Tyco indemnitors has changed. Should any of these Tyco indemnitors become financially unable or fail to comply with the terms of the indemnity, we may be responsible for such obligations or liabilities.
The purchaser of U.S. Pipe has been identified as a “potentially responsible party” (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act in connection with a former manufacturing facility operated by U.S. Pipe that was in the vicinity of a proposed Superfund site located in North Birmingham, Alabama. Under the terms of the acquisition agreement relating to our sale of U.S. Pipe, we agreed to indemnify the purchaser for certain environmental liabilities, including those arising out of the former manufacturing site in North Birmingham. Accordingly, the purchaser tendered the matter to us for indemnification, which we accepted. Ultimate liability for the site will depend on many factors that have not yet been determined, including the determination of the Environmental Protection Agency’s remediation costs, the number and financial viability of the other PRPs (there are three other PRPs currently) and the determination of the final allocation of the costs among the PRPs. Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter as of December 31, 2025.

Cobb County Matter. On July 19, 2023, Henry Pratt Company, LLC d/b/a Hydro Gate (“Hydro Gate”) was served with a complaint joining it to a lawsuit originally filed by Cobb County Board of Commissioners (“Cobb County”) against Shea-Traylor, a Joint Venture related to the construction of South Cobb Tunnel Project No. S3017 in Cobb County, Georgia (“Project”) in the Superior Court of Cobb County. The lawsuit alleges that a product manufactured by Hydro Gate and used in the Project was defective, causing damage to the Project. Claims against Hydro Gate include breach of contract and contractual indemnity. There are five defendants named in the lawsuit. Cobb County alleged damages in excess of $39 million. The parties have participated in mediation, resulting in Hydro Gate offering a contribution of $15 million to settle the lawsuit (“Settlement Offer”). Hydro Gate anticipates that the Settlement Offer will be fully reimbursed by third parties upon settlement. As the settlement is probable and reasonably estimable, we have recorded a $15 million liability with a corresponding receivable as the amount is anticipated to be fully reimbursed by third parties. Further, we believe that the final outcome of this lawsuit will not have a material adverse effect on our business or prospects.
Cybersecurity Incident Putative Class Action. In connection with the class action lawsuit filed on August 30, 2024 in the U.S. District Court for the Northern District of Georgia, Atlanta Division (“Court”), the Company entered into a settlement agreement with the Plaintiff on July 7, 2025, to provide credit monitoring, ordinary and extraordinary losses, lost time and alternative cash payment benefits subject to an overall aggregate cap of $285,000. The settlement agreement is subject to and is awaiting Court approval.

Indemnification. We are a party to contracts in which it is common for us to agree to indemnify third parties for certain liabilities that arise out of or relate to the subject matter of the contract. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by gross negligence or willful misconduct. We cannot estimate the potential amount of future payments under these indemnities until events arise that would trigger a liability under the indemnities.
Additionally, in connection with the sale of assets and the divestiture of businesses, such as the divestitures of U.S. Pipe and Anvil, we may agree to indemnify buyers and related parties for certain losses or liabilities incurred by these parties with respect
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to: (i) the representations and warranties made by us to these parties in connection with the sale and (ii) liabilities related to the pre-closing operations of the assets or business sold. Indemnities related to pre-closing operations generally include certain environmental and tax liabilities and other liabilities not assumed by these parties in the transaction.
Indemnities related to the pre-closing operations of sold assets or businesses normally do not represent additional liabilities to us, but simply serve to protect these parties from potential liability associated with our obligations existing at the time of the sale. We have accrued for those pre-closing obligations that are considered probable and reasonably estimable. Should circumstances change, increasing the likelihood of payments related to a specific indemnity, we will accrue a liability when future payment is probable and the amount is reasonably estimable.
Other Matters. We monitor and analyze our warranty experience and costs periodically and may revise our accruals as necessary. Factors considered in our analyses include warranty terms, specific claim situations, general incurred and projected failure rates, the nature of product failures, product and labor costs, and general business conditions.
We are party to a number of lawsuits arising in the ordinary course of business, including product liability cases for products manufactured by us or third parties. While the results of litigation cannot be predicted with certainty, we believe that the final outcome of such other litigation is not likely to have a materially adverse effect on our financial position, results of operations, cash flows or liquidity.
Note 10. Subsequent Events
Dividend Declaration
On January 22, 2026, our Board of Directors declared a dividend of $0.070 per share on our common stock, payable on or about February 20, 2026, to stockholders of record at the close of business on February 10, 2026.




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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto that appear elsewhere in this report. This report contains certain statements that may be deemed “forward-looking statements” within the meaning of the federal securities laws. All statements that address activities, events or developments that the Company intends, expects, plans, projects, believes or anticipates will or may occur in the future are forward-looking statements, including, without limitation, statements regarding outlooks, projections, forecasts, expectations, commitments, trend descriptions and the ability to capitalize on trends, value creation, long-term strategies and the execution or acceleration thereof, operational improvements, inventory positions, the benefits of capital investments, financial or operating performance, including driving increased margins, operational and commercial initiatives, capital allocation and growth strategy plans, and the demand for the Company’s products. Forward-looking statements are based on certain assumptions and assessments made by the Company in light of the Company’s experience and perception of historical trends, current conditions and expected future developments.
Actual results and the timing of events may differ materially from those contemplated by the forward-looking statements due to a number of factors, including, without limitation, changing regulatory, trade and tariff conditions, including the impact of the Section 232 tariffs on the products produced by our Krausz business; logistical challenges and supply chain disruptions, geopolitical conditions, public health crises, or other events; inventory and in-stock positions of our distributors and end customers; an inability to realize the anticipated benefits from our operational initiatives, including our large capital investments, plant closures, and reorganization and related strategic realignment activities; an inability to attract or retain a skilled and diverse workforce, increased competition related to the workforce and labor markets; an inability to protect the Company’s information systems against service interruption, risks resulting from possible future cybersecurity incidents, misappropriation of data or breaches of security; failure to comply with personal data protection and privacy laws; cyclical and changing demand in core markets such as municipal spending, residential construction and natural gas distribution; government monetary or fiscal policies; the impact of adverse weather conditions; the impact of manufacturing and product performance; the impact of wage, commodity and materials price inflation; foreign exchange rate fluctuations; the impact of higher interest rates; the impact of warranty charges and claims, and related accommodations; the strength of our brands and reputation; an inability to successfully resolve significant legal proceedings or government investigations; compliance with environmental, trade and anti-corruption laws and regulations; climate change and legal or regulatory responses thereto; the failure to integrate and/or realize any of the anticipated benefits of acquisitions or divestitures; an inability to achieve our goals and commitments in environmental and sustainability programs; and other factors that are described in the section entitled “RISK FACTORS” in Item 1A. of the Company’s most recent Annual Report on Form 10-K and later filings on Form 10-Q, as applicable.
Forward-looking statements do not guarantee future performance and are only as of the date they are made. The Company undertakes no duty to update its forward-looking statements except as required by law. Undue reliance should not be placed on any forward-looking statements. You are advised to review any further disclosures the Company makes on related subjects in subsequent Forms 10-K, 10-Q, 8-K and other reports filed with the United States Securities and Exchange Commission.
Overview
Business
We operate our business through two segments: Water Flow Solutions and Water Management Solutions. Water Flow Solutions’ portfolio includes iron gate valves, specialty valves and service brass products. Water Flow Solutions represented approximately 58% of our fiscal 2025 net sales. Water Management Solutions’ portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, as well as pressure management and control products and solutions. Water Management Solutions represented approximately 42% of our fiscal 2025 net sales.
We estimate approximately 60% to 65% of our fiscal 2025 net sales were associated with the repair and replacement of municipal water infrastructure, approximately 25% to 30% were related to residential construction activity and approximately 10% were related to natural gas utilities and industrial applications.
On November 6, 2025, we announced that Ms. Marietta Edmunds Zakas will retire as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors, effective as of February 9, 2026 (the “Transition Date”). In
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connection with Ms. Zakas’ retirement, the Company’s Board of Directors appointed Mr. Paul McAndrew as President and Chief Executive Officer, effective as of the Transition Date.
In October 2023, the Israel-Hamas war caused a temporary shutdown in our facility in Ariel, Israel. We reopened the facility in November 2023, but the war caused supply chain challenges that decreased the manufacturing efficiencies for our products produced in Israel. While the facility was adversely impacted by this event, we have mitigated operational risk by adding suppliers and improving throughput in order to increase production levels and to meet customer delivery times. While net sales levels have returned to pre-war levels, margin expansion has been hindered by tariffs on products manufactured in Israel and imported into the United States.
While tariffs are adversely impacting several product lines, Repair and Specialty Valve product lines are bearing most of the higher costs. In 2025, the United States government announced significant changes to its trade policy, including tariff increases on imported steel and aluminum from 25% to 50% under Section 232 of the Trade Expansion Act (“Section 232”). The increase in Section 232 tariffs to 50% has resulted in material, upward pressure on certain purchased components and raw material costs, including the Repair products we import to the United States that are produced by our Krausz business, which have borne most of the higher costs. As previously disclosed, we have, and intend to continue to take, appropriate actions to address these increases through, among other things, pricing actions and adding suppliers. Despite these actions, Section 232 tariffs are likely to continue to negatively impact the Company’s business, results of operations, and financial condition during fiscal 2026. The ultimate impact of Section 232 tariffs remains to be determined and will depend on several factors, including our ability to successfully mitigate their impact and whether additional or incremental U.S. tariffs or other measures are announced or imposed.
In January 2025, we ceased melting and casting operations at our legacy brass foundry and transitioned production to our new state-of-the-art foundry. We expect this transition will improve operational efficiency and enable us to better serve our service brass customers. As part of our overall strategy, we will continue investing in our foundries to expand capacity, increase manufacturing efficiencies, and position ourselves to respond to the expected increase in demand for domestic product given the uncertainty in the current geopolitical and tariff environment.
For fiscal year 2026, we anticipate that consolidated net sales will increase between 2.8% and 4.2% as compared with fiscal 2025. The external operating environment remains uncertain as we face changes in government policies, including possible disruptions to global supply chains resulting from such changes, the interest rate and tariff environment, as well as geopolitical conditions and labor and material inflation and availability. We expect these challenges to continue during the remainder of fiscal 2026. We continue to anticipate resilient demand associated with the municipal repair and replacement end market driven by the aging water infrastructure and increasing water rates, moderated by budgetary and operational pressures on municipalities. We anticipate that new residential construction activity and new lot and land development will be relatively constrained by the uncertainty in the economy, affordability concerns and interest rate environment, depending on the geographic region.
We are anticipating a more normalized operating environment in fiscal 2026 leading to normalized seasonality for consolidated net sales. Therefore, we anticipate quarterly consolidated net sales as a percentage of fiscal year 2026 consolidated net sales to be the highest in the third quarter and lowest in the first quarter, with a sequential increase in consolidated net sales in the second quarter as construction activity ramps up in the Spring. For the remainder of fiscal 2026, we anticipate that inflation will continue to modestly impact manufacturing costs, primarily due to wage inflation, as well as raw materials and purchased parts. In addition, higher direct tariff costs of approximately 3% of costs of sales are expected to continue to contribute to inflationary pressures during the remainder of fiscal 2026. While pricing actions were taken in fiscal 2025 in response to new tariffs, we will continue to monitor the market and economic conditions impacting our business and take appropriate actions to mitigate inflationary and other cost pressures, including by implementing price increases, cost containment measures and supplier management measures, among other actions.

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Results of Operations

Three Months Ended December 31, 2025 Compared to Three Months Ended December 31, 2024

 Three months ended December 31, 2025
 Water Flow SolutionsWater Management SolutionsCorporate  Total    
 (in millions)
Net sales$173.0 $145.2 $— $318.2 
Gross profit70.8 49.0 — 119.8 
Operating expenses:
Selling, general and administrative21.4 24.5 13.9 59.8 
Strategic reorganization and other charges— — 3.3 3.3 
Total operating expenses21.4 24.5 17.2 63.1 
Operating income (loss)$49.4 $24.5 $(17.2)56.7 
Non-operating expenses:
Interest expense, net1.0 
Income before income taxes55.7 
Income tax expense12.5 
Net income$43.2 
 Three months ended December 31, 2024
 Water Flow SolutionsWater Management SolutionsCorporateTotal
 (in millions)
Net sales$174.6 $129.7 $— $304.3 
Gross profit55.1 47.9 — 103.0 
Operating expenses:
Selling, general and administrative19.8 20.3 13.8 53.9 
Strategic reorganization and other charges— 0.3 1.4 1.7 
Total operating expenses19.8 20.6 15.2 55.6 
Operating income (loss)$35.3 $27.3 $(15.2)47.4 
Non-operating expenses:
Interest expense, net1.6 
Income before income taxes45.8 
Income tax expense10.5 
Net income$35.3 
Consolidated Analysis
Net sales for the three months ended December 31, 2025 were $318.2 million as compared with $304.3 million in the prior year period, an increase of $13.9 million or 4.6%, primarily as a result of higher pricing across most product lines.
Gross profit for the three months ended December 31, 2025 was $119.8 million as compared with $103.0 million in the prior year period, an increase of $16.8 million or 16.3%, primarily as a result of favorable pricing, manufacturing efficiencies largely driven by the legacy brass foundry closure in Decatur Illinois, and a $3.3 million write-down of inventory and other assets associated with our legacy brass foundry in the prior year period. Gross profit was negatively impacted by increased tariffs and approximately 4% inflation. As a result, gross margin was 37.6% in the three months ended December 31, 2025 as compared with 33.8% in the prior year period.
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Selling, general and administrative expenses (“SG&A”) for the three months ended December 31, 2025 were $59.8 million as compared with $53.9 million in the prior year period, an increase of $5.9 million or 10.9%, primarily due to higher personnel-related expenses, inflation of approximately 3% and unfavorable foreign currency fluctuations. SG&A as a percentage of net sales was 18.8% and 17.7% for the three months ended December 31, 2025 and 2024, respectively.

Strategic reorganization and other charges for the three months ended December 31, 2025 were $3.3 million and consisted primarily of severance and expenses associated with our leadership transition. Strategic reorganization and other charges for the three months ended December 31, 2024 were $1.7 million and consisted of expenses associated with our leadership transition and severance.

Net interest expense for the three months ended December 31, 2025 was $1.0 million as compared with $1.6 million in the prior year period, a decrease of $0.6 million or 37.5%, primarily due to higher interest income. The components of net interest expense are as shown below:

Three months ended
December 31,
20252024
 (in millions)
4.0% Senior Notes$4.5 $4.5 
Deferred financing costs amortization0.3 0.3 
ABL Agreement0.2 0.2 
Capitalized interest(0.2)(0.1)
Other interest expense0.1 0.1 
Total interest expense4.9 5.0 
Interest income(3.9)(3.4)
Interest expense, net$1.0 $1.6 
Income tax expense for the three months ended December 31, 2025 was $12.5 million as compared with $10.5 million in the prior year period, an increase of $2.0 million or 19.0% driven by higher pre-tax income. The effective tax rate for the three months ended December 31, 2025 was 22.4% as compared with 22.9% in the prior year. The effective tax rate was generally consistent period over period.
Segment Analysis

Water Flow Solutions

Net sales for the three months ended December 31, 2025 were $173.0 million as compared with $174.6 million in the prior year period, a decrease of $1.6 million or 0.9%, primarily as a result of lower volumes of service brass products, partially offset by higher pricing across most product lines and increased volumes of specialty valves.

Gross profit for the three months ended December 31, 2025 was $70.8 million as compared with $55.1 million in the prior year period, an increase of $15.7 million or 28.5%. This increase was primarily a result of manufacturing efficiencies, higher pricing across most product lines, and a $3.3 million write-down of inventory and other assets associated with our legacy brass foundry in Decatur, Illinois in the prior year period, partially offset by approximately 5% inflation, lower volumes and increased tariffs. Gross margin was 40.9% in the three months ended December 31, 2025 and 31.6% in the prior year period.

SG&A for the three months ended December 31, 2025 was $21.4 million as compared with $19.8 million in the prior year period, an increase of $1.6 million or 8.1%, primarily as a result of higher personnel-related expenses and inflation of approximately 3%. SG&A as a percentage of net sales was 12.4% and 11.3% in the three months ended December 31, 2025 and 2024, respectively.

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Water Management Solutions

Net sales for the three months ended December 31, 2025 were $145.2 million as compared with $129.7 million in the prior year period, an increase of $15.5 million or 12.0%, primarily as a result of higher pricing across most product lines and higher volumes of hydrants, partially offset by lower volumes of natural gas distribution and repair products.

Gross profit for the three months ended December 31, 2025 was $49.0 million as compared with $47.9 million in the prior year period, an increase of $1.1 million or 2.3%. The increase was primarily a result of higher pricing and higher volumes which was partially offset by increased tariffs, unfavorable manufacturing efficiencies, and approximately 3% inflation. Gross margin was 33.7% in the three months ended December 31, 2025 as compared with 36.9% in the prior year period.

SG&A for the three months ended December 31, 2025 was $24.5 million as compared with $20.3 million in the prior year period, an increase of $4.2 million or 20.7%, primarily due to unfavorable foreign currency impacts, higher personnel-related expenses, third-party fees and approximately 3% inflation. SG&A as a percentage of net sales was 16.9% and 15.7% in the three months ended December 31, 2025 and 2024, respectively.

Corporate

SG&A for the three months ended December 31, 2025 was $13.9 million as compared with $13.8 million in the prior year period, an increase of $0.1 million or 0.7% is primarily a result of higher personnel-related expenses and approximately 3% inflation, which was mostly offset by lower third-party fees.
Liquidity and Capital Resources
We had cash and cash equivalents on hand of $459.6 million as of December 31, 2025 and $163.7 million of additional borrowing capacity under our asset-based lending arrangement (the “ABL”). As of December 31, 2025, cash and cash equivalents included $88.6 million, $14.9 million and $8.4 million in Israel, Canada, and China, respectively.
Historically, we have funded our liquidity requirements through cash flows from operating activities, borrowings under our credit facilities, and working capital management activities. Our primary historical cash requirements have been for working capital, capital expenditures, income tax payments, and contractual obligations, which primarily consist of required long-term debt and related interest payments and commitments under non-cancellable operating lease agreements. When appropriate, the Company may utilize liquidity towards debt service requirements, including voluntary debt prepayments and repurchases of common stock or other securities, based on excess cash flows. The most significant components of our operating assets and liabilities are inventories, accounts receivable, prepaid expenses and other assets, accounts payable, and other payables and accrued expenses. We monitor various items related to cash flow, including, but not limited to, cash receipts, cash disbursements, payment terms and discounts. We continue to focus on these items in addition to other key measures we use to evaluate how our consolidated business and operating segments are performing.
We believe that cash on hand, cash expected to be generated from operations, and the availability of borrowings under our ABL will be sufficient to fund our working capital requirements, liquidity obligations, anticipated capital expenditures, income tax payments and payments due under our existing debt for the next 12 months and thereafter. However, our ability to make these payments will depend largely on our future operating performance, which may be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. Depending on our liquidity levels, conditions in the capital markets and other factors, we may from time to time consider the prepayment, refinancing or issuance of debt, issuance of equity or other securities, the proceeds of which could provide additional liquidity for our operations, as well as modifications to our debt structure or business acquisitions.
Share Repurchase Program
Our stock repurchase program allows us to repurchase up to $250.0 million of our common stock. The program does not commit us to any particular timing or quantity of purchases, and we may suspend or discontinue the program at any time. We repurchased $5.5 million of our outstanding common stock during the three months ended December 31, 2025 under our publicly announced share repurchase program, and as of December 31, 2025, we had $59.5 million remaining under our share repurchase authorization. During the three months ended December 31, 2024, we did not repurchase any shares of our outstanding common stock.
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ABL Agreement
Our ABL is provided by a syndicate of banking institutions and consists of a revolving credit facility for up to $175.0 million in borrowing capacity that matures the earlier of (a) March 16, 2029, which is ninety-one days prior to the stated maturity date of our 4.0% Senior Notes if the Notes are still outstanding on that date or (b) March 28, 2029. The ABL includes the ability to borrow up to $25.0 million of swing line loans and up to $60.0 million of letters of credit. The ABL permits us to increase the size of the credit facility by an additional $150.0 million in certain circumstances subject to adequate borrowing base availability.
Borrowings under the ABL bear interest at a floating rate equal to SOFR plus an adjustment of 10 basis points and an applicable margin range of 150 to 175 basis points, or a base rate (as defined in the ABL) plus an applicable margin range of 50 to 75 basis points. As of December 31, 2025, the applicable margin was 150 basis points for SOFR-based loans and 50 basis points for base rate loans.
The ABL is subject to mandatory prepayments if total outstanding borrowings under the ABL are greater than the aggregate commitments under the revolving credit facility or if we dispose of overdue accounts receivable in certain circumstances. The borrowing base under the ABL is equal to the sum of (a) 85% of the value of eligible accounts receivable and (b) the lesser of (i) 70% of the value of eligible inventory or (ii) 85% of the net orderly liquidation value of eligible inventory, less certain reserves. Prepayments can be made at any time without penalty.
The ABL contains customary terms and conditions as well as various affirmative, negative, and financial covenants that may, among other things, restrict our and our subsidiaries’ ability to pay dividends, repurchase stock, or make certain other payments as described in the ABL.
Substantially all of our United States subsidiaries are borrowers under the ABL and are jointly and severally liable for outstanding borrowings. Our obligations under the ABL are secured by a first-priority perfected lien on all of our United States inventory, accounts receivable, certain cash balances and other supporting assets.
The ABL includes a commitment fee for any unused borrowing capacity of 37.5 basis points per annum when the unused capacity is above 50% of the credit commitments, with a step down to 25.0 basis points per annum when unused capacity is less than or equal to 50% of the credit commitments. As of December 31, 2025, the commitment fee was 37.5 basis points.
Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $17.5 million and 10% of the Loan Cap as defined in the ABL. Excess availability based on December 31, 2025 data was $163.7 million, as reduced by $11.1 million of outstanding letters of credit and $0.2 million of accrued fees and expenses.
We were in compliance with all required covenants under the ABL as of December 31, 2025.
4.0% Senior Unsecured Notes
On May 28, 2021, we privately issued $450.0 million of 4.0% Unsecured Senior Notes (the “4.0% Senior Notes”), which mature on June 15, 2029, and bear interest at 4.0%, paid semi-annually in June and December. We capitalized $5.5 million of financing costs, which are being amortized over the term of the 4.0% Senior Notes using the effective interest method. Proceeds from the 4.0% Senior Notes, along with cash on hand, were used to redeem our previously existing notes. Substantially all of our United States subsidiaries guarantee the 4.0% Senior Notes, which are subordinate to borrowings under our ABL. Based on quoted market prices, the outstanding 4.0% Senior Notes had a fair value of $438.7 million as of December 31, 2025.
An indenture governing the 4.0% Senior Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur certain debt and liens. We were in compliance with all required covenants under the Indenture as of December 31, 2025. There are no financial maintenance covenants associated with the Indenture.
We may redeem some or all of the 4.0% Senior Notes at any time after June 15, 2024, at specified redemption prices. Upon a Change of Control (as defined in the Indenture), we could be required to offer to purchase the 4.0% Senior Notes at a price equal to 101% of the outstanding principal amount if there is a Ratings Decline (as defined in the Indenture).
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Cash Flows
The table below summarizes net cash flows provided by (used in) operating activities, investing activities, and financing activities:
Three months ended
December 31,
20252024
(in millions)
Net cash flows provided by operating activities$61.2 $54.1 
Net cash flows used in investing activities(17.1)(11.9)
Net cash flows used in financing activities$(19.6)$(13.1)
Net Cash Flows Provided by Operating Activities
Cash flows provided by operating activities increased $7.1 million to $61.2 million during the three months ended December 31, 2025 compared with $54.1 million in the prior year period. This was driven by an increase in net income of $7.9 million and higher non-cash adjustments of $7.5 million, partially offset by a $8.3 million change in working capital and other assets and liabilities.
Net Cash Flows Used in Investing Activities
Capital expenditures were $17.2 million in the three months ended December 31, 2025 as compared with $11.9 million in the prior year period. Capital expenditures increased primarily as a result of higher expenditures associated with our iron foundries as compared with the prior year period.
Net Cash Flows Used in Financing Activities
Cash flows used in financing activities increased $6.5 million to $19.6 million during the three months ended December 31, 2025 as compared with $13.1 million in the prior year period. This was driven primarily by $5.5 million repurchases of common stock under the share repurchase program and $0.9 million in less cash provided by common stock issuances.
Credit Ratings
Our corporate credit rating and the credit ratings for our debt and outlook are presented below:

 Moody’s  Standard & Poor’s
December 31,September 30, December 31,September 30,
2025202520252025
Corporate credit ratingBa1Ba1BB+BB
ABL AgreementNot ratedNot ratedNot ratedNot rated
4.0% Senior NotesBa1Ba1BB+BB
OutlookStableStableStablePositive

These ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agencies.
Material Cash Requirements
We enter into a variety of contractual obligations as part of our normal operations in addition to capital expenditures. As of December 31, 2025, we had (i) debt obligations related to our $450.0 million 4.0% Senior Notes which mature in 2029 and include annual cash interest payments of $18.0 million in 2026 through 2029; (ii) cumulative cash obligations of $32.1 million for operating leases through 2034 and $5.2 million for finance leases through 2031; and (iii) purchase obligations for raw materials and other purchased parts of approximately $127.8 million which we expect to incur during the next 12 months and $0.5 million beyond December 31, 2026. Additionally, we expect to invest to strengthen our information technology systems,
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cybersecurity training, policies, programs, response plans and other similar measures. We expect to fund these cash requirements from cash on hand and cash generated from operations.
For the fiscal year 2026, our capital expenditures are expected to be between $60.0 million and $65.0 million. We intend to increase capital investments in our facilities to expand production capacity and enhance operational capabilities, including investment in our two iron foundries.
We declared a quarterly dividend of $0.070 per share on January 22, 2026, payable on or about February 20, 2026 to stockholders of record as of February 10, 2026, which will result in an estimated $10.9 million cash outlay.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as “structured finance” or “special purpose” entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, as of December 31, 2025, we did not have any undisclosed borrowings, debt, derivative contracts or synthetic leases. Therefore, we were not exposed to any financing, liquidity, market or credit risk that could have arisen had we engaged in such relationships.
Seasonality
Parts of our business depend upon construction activity, which is seasonal in many areas due to the impact of cold weather conditions on construction activity. Net sales and operating income have historically been lowest in our first and second quarters ending December 31 and March 31, respectively, when the northern United States and most of Canada generally face weather conditions that restrict significant construction activity. Therefore, the results of operations for the three months ended December 31, 2025 are not necessarily indicative of operating results that may be achieved for any other interim period or the full year.
Critical Accounting Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales, expenses and related disclosure of contingent assets and liabilities. These estimates are based upon experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We consider an accounting estimate to be critical if changes in the estimate that are reasonably likely to occur over time or the use of reasonably different estimates could have a material impact on our financial condition or results of operations. Our critical accounting estimates can be found in the “Critical Accounting Estimates” section in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2025 Annual Report on Form 10-K. There have been no changes in the Company’s determination of critical accounting estimates since September 30, 2025.
Item 4.    CONTROLS AND PROCEDURES
There have been no changes in our internal control over financial reporting which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended December 31, 2025.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer and our Chief Financial Officer have concluded, based on an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) by our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, that such disclosure controls and procedures were effective as of the end of the period covered by this report.
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls can prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of one or more persons. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and, while our
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disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.
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PART II OTHER INFORMATION
Item 1.    LEGAL PROCEEDINGS
Refer to the information provided in Note 9. to the Notes to the Unaudited Condensed Consolidated Financial Statements presented in Item 1. of Part I of this report.

Item 1A.     RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. RISK FACTORS” in our 2025 Annual Report on Form 10-K, each of which could materially affect our business, financial condition or operating results. These described risks are not the only risks facing us. Additional risks and uncertainties not known to us or that we deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents the number and average price of shares purchased in each fiscal month of the first quarter of fiscal 2026:

PeriodTotal number of shares purchasedAverage price paid per share
Total number of shares purchased as part of publicly announced plans or programs (1)(2)
Maximum dollar value of shares that may yet be purchased under the plans or programs
  (in millions)
October 1-31, 2025— $— — $65.0 
November 1-30, 2025261,595 23.09 238,705 59.5 
December 1-31, 2025125,591 24.46 — $59.5 
Total387,186 $23.52 238,705 

(1)In 2015, we announced the authorization of a stock repurchase program for up to $50.0 million of our common stock. In 2017, we announced an increase to the authorized amount of this program to $250.0 million. The program does not commit us to a particular timing or quantity of purchases, and we may suspend or discontinue the program at any time.
(2)During the three months ended December 31, 2025, we repurchased 238,705 shares of our common stock pursuant to our share repurchase authorization, and we had $59.5 million remaining under this authorization as of December 31, 2025. During the three months ended December 31, 2025, 148,481 shares were surrendered to us to pay the tax withholding obligations of participants in connection with the vesting of equity awards.

Item 5.     OTHER INFORMATION
(c) Our Section 16 officers and directors, as defined in Rule 16a-1(f) of 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 quarter ended December 31, 2025, the following officer adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):
Mr. Todd P. Helms, the Company’s Senior Vice President and Chief Human Resources Officer, adopted a written trading plan on November 20, 2025. The trading plan begins on February 17, 2026, and ends on August 17, 2026. The trading plan is intended to satisfy the affirmative defense conditions of the Exchange Act Rule 10b5-1(c) and permits Mr. Helms to sell up to 21,440 shares of common stock of the Company, subject to certain conditions.
This trading plan was adopted during an open trading window.
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No other Section 16 officer or director, as defined in Rule 16a-1(f) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K, during the three months ended December 31, 2025.
Item 6.     EXHIBITS
Exhibit No. Document
10.1+
10.2+
10.3+*
10.4+*
10.5+*
10.6+*
31.1* 
31.2* 
32.1* 
32.2* 
101*
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+    Management compensatory plan, contract or arrangement
*     Filed or furnished with this quarterly report
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 thereunto duly authorized.
MUELLER WATER PRODUCTS, INC.
Date:February 5, 2026By:/s/ Richelle R Feyerherm
  Richelle R. Feyerherm
  Chief Accounting Officer

32
1 MUELLER WATER PRODUCTS, INC. THIRD AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT This performance restricted stock unit award agreement (this “Agreement”), effective as of the date of the award set forth below (the “Date of Award”), evidences an agreement to award performance restricted stock units (“PRSUs” or “Market Units”) by Mueller Water Products, Inc. (the “Company”) to the participant named below (the “Participant”), pursuant to the provisions of the Mueller Water Products, Inc. Third Amended and Restated 2006 Stock Incentive Plan (the “Plan”) subject to satisfaction of the performance criteria described in Exhibit A. The Participant has been selected to be eligible to earn an award of PRSUs pursuant to the Plan, as specified below. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan will supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. Subject to the previous paragraph, if the PRSUs awarded hereunder are subject to another written Company-related severance plan or program, or any employment or similar written agreement between the Company and Participant (collectively, “Modifying Agreement”), the terms and conditions of the Modifying Agreement shall completely supersede and replace any conflicting or inconsistent terms of this Agreement. Participant: Participant Name Date of Award: Month Day, Year Performance Period: October 1, ______ to September 30, ________ (the “Performance Period”). Threshold, Target and Maximum Number of Market Units for Performance Period: See Exhibit A.

 
2 The parties hereto agree as follows: 1. Performance Period and Criteria. The performance criteria for the Performance Period are described in Exhibit A. The Committee has developed the performance criteria for the Performance Period as described in Exhibit A. As soon as practical after the Performance Period ends, the Committee will determine whether the performance criteria have been satisfied and the number of PRSUs, if any, earned by the Participant. The actual number of PRSUs earned for the Performance Period will depend on the achievement of the performance criteria described in Exhibit A. 2. Employment with the Company. Except as may otherwise be provided in Section 3, the PRSUs granted hereunder are granted on the condition that (a) the Participant accept this Agreement no later than ninety (90) days following the Date of Award, after which time this Agreement shall be void and of no further effect and (b) the Participant remains in Continuous Service from the Date of Award through (and including) the vesting date, as set forth in Section 3. This Agreement does not confer any right to the Participant (or any other Participant) to be awarded PRSUs or other Stock Awards in the future under the Plan other than as specifically described in this Agreement. 3. Vesting. a. Normal. Except as otherwise provided for in this Agreement, the Participant’s interest in the PRSUs granted under this Agreement shall become nonforfeitable (“Vested”) on the last day of the Performance Period, provided the Participant continues to be employed in Continuous Service through the last day of the Performance Period. If the Participant ceases to be employed by the Company or any Subsidiary for any reason (except as otherwise provided for in this Agreement)) before the last day of the Performance Period, all PRSUs shall be forfeited, without any consideration or payment whatsoever to the Participant. b. Death, Disability and Retirement. (i) Retirement Without Notice. If, during the Performance Period, a Participant terminates Continuous Service as a result of Retirement (and Section 3(b)(ii) does not apply), all Market Units shall be Vested on a pro rata basis based on the Participant’s service during the Performance Period. Except as otherwise provided for in this Agreement, no Market Units shall be earned or Vested for any portion of the Market Units after the Participant’s Continuous Service terminates. (ii) Retirement With Notice / Death / Disability / Retirement Eligible Termination. If, during the Performance Period, (A) the Participant terminates Continuous Service as a result of death or Disability, (B) the Participant’s Continuous Service is terminated on or after the date on which Participant first becomes Retirement eligible for any reason, other than by

 
3 the Company for Cause or as a result of a voluntary termination without Good Reason (if defined in the Participant’s employment or service agreement between the Participant and the Company or any of its Affiliates), or (C) the Participant is eligible for Retirement and provides or has provided at least six (6) months’ notice of Participant’s intent to retire, all PRSUs shall become Vested on the date Participant’s Continuous Service is terminated. Except as otherwise provided for in this Agreement, no PRSUs shall be Vested for any portion of the PRSUs after the Participant’s Continuous Service terminates. c. Change of Control. Notwithstanding anything to the contrary in this Agreement, in the event a Change of Control occurs during the Performance Period and prior to the Participant’s termination of Continuous Service, the target number of PRSUs shall become Vested and the target number of PRSUs shall automatically be earned. d. No Fractional PRSUs. If, on any vesting date, the vesting schedule would result in the vesting of a fraction of a PRSU, such fraction shall be rounded to a whole PRSU in a manner acceptable to management or any independent third party administering any terms of the Plan for the Company. 4. Timing of Settlement a. Normal. Except as described in Section 4(b), shares of Common Stock attributable to Vested PRSUs that are earned pursuant to Section 1 shall be delivered to the Participant, or his or her beneficiary in the event of the Participant’s death, within ninety (90) days after the last day of the Performance Period. b. Change of Control. In the event of a Change of Control, shares of Common Stock attributable to Vested PRSUs that are earned pursuant to Section 3(c) shall be delivered within ninety (90) days following the Change of Control; provided, however, that with respect to payments subject to Section 409A of the Code, payment shall only be made upon a “Change of Control” event within the meaning of Section 409A of the Code. c. Specific Payment Date. The Committee shall determine on what date within the ninety (90) day payment period described above actual settlement shall be made. 5. Form of Payout. Vested PRSUs will be settled solely in the form of shares of Common Stock of the Company or such other security as common stock shall be converted into in the future. The Participant shall be issued one share of Common Stock (or such other number of securities into which the Common Stock is converted upon a Change of Control as the Committee shall determine in good faith) for each Vested PRSU. 6. Voting Rights and Dividends. Until such time as the PRSUs are settled in shares of the Company’s common stock, the Participant shall not have voting rights or receive dividends in connection with the PRSUs. Further, no dividends shall be paid on any of the PRSUs.

 
4 7. Termination of Continuous Service. In the event of the Participant’s termination of Continuous Service for any reason other than the Participant’s death, Disability or Retirement during the Performance Period (and except as otherwise provided in Section 3(c) with respect to PRSUs that become Vested upon a Change of Control), all PRSUs held by the Participant at the time of his or her termination of Continuous Service shall be forfeited by the Participant to the Company. 8. Restrictions on Transfer. Unless and until actual shares of Common Stock are received upon settlement of the PRSUs, PRSUs granted pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of PRSUs is made, or if any attachment, execution, garnishment or lien shall be issued against or placed upon the PRSUs, the Participant’s right to such PRSUs shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse. 9. Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or corporate transaction such as any merger, consolidation, separation or otherwise, the number and class of PRSUs subject to this Agreement shall be equitably adjusted by the Committee, as set forth in the Plan, to prevent dilution or enlargement of rights. 10. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and shall be effective only when filed by the Participant in writing with the Secretary of the Company during his or her lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate. 11. Continuation of Employment. This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate the Participant’s employment at any time. For purposes of this Agreement, “Termination of Employment” shall mean termination or cessation of the Participant’s employment with the Company and its Subsidiaries for any reason (or no reason), whether the termination of employment is instituted by the Participant or the Company or a Subsidiary, and whether the termination of employment is with or without cause. 12. Non-Competition. Participant agrees that, for a period of one (1) year following Participant’s Termination of Employment (the “Restricted Period”), Participant will not engage, directly or indirectly, whether on behalf of Participant or another person, entity, business or enterprise, in any activities which are the same as, or substantially similar to, activities Participant performed for or on behalf of the Company and which compete with the Business of the Company in the Territory (the “Competitive Services”). For purposes of this Agreement, “Business” means (a) the manufacturing, marketing, distribution, or

 
5 sale of water and energy infrastructure technology, products, or services, including but not limited to products or services used in the transmission, distribution, and measurement of water; or (b) any similar activities conduct, authorized, offered, provided, or proposed to be conducted by the Company within two (2) years prior to Participant’s Termination of Employment. In addition, for the purposes of this Agreement, “Territory” means the geographic area where Participant worked, represented the Company, or had Material Contact (as defined below) with the Company’s customers or potential customers during Participant’s employment with the Company or for which Participant had responsibilities on behalf of the Company during the two (2)-year period prior to Participant’s Termination of Employment. The Participant acknowledges and agrees that: (a) The Participant is familiar with the Business of the Company and its Subsidiaries and the commercial and competitive nature of the industry and recognizes that the value of the Company’s business would be injured if the Participant performed the Competitive Services for a person or entity that competes with the Business of the Company; (b) This covenant not to compete is essential to the continued good will and profitability of the Company; (c) In the course of employment with the Company or its Subsidiaries, the Participant will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its Subsidiaries, affiliates, and other related entities, and that the Participant’s services will be of special, unique, and extraordinary value to the Company; and (d) The Participant’s skills and abilities should enable him or her to seek and obtain similar employment in a business other than one which competes with the Business of the Company, and the Participant possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this covenant not to compete. Following the Participant’s Termination of Employment with the Company, Participant expects to be able to earn a livelihood without violating the terms of this Agreement. 13. Nonsolicitation of Employees. During the term of the Participant’s employment with the Company or its Subsidiaries and the Restricted Period, the Participant shall not, either on Participant’s own behalf or for any person, entity, business or enterprise within the Territory: (a) solicit any employee of the Company or its Subsidiaries with whom the Participant had material contact during the two (2) years prior to Participant’s Termination of Employment to leave his or her employment with the Company or its Subsidiaries; or (b) induce or attempt to induce any such employee to breach any employment agreement with the Company.

 
6 14. Nonsolicitation of Customers. During the term of the Participant’s employment with the Company or its Subsidiaries and the Restricted Period, the Participant shall not directly or indirectly solicit or attempt to solicit any current customer of the Company or any of its Subsidiaries with which the Participant had Material Contact for the purpose of selling or providing any products or services competitive with the Company. For purposes of this Agreement, products or services shall be considered competitive with the Company if such products or services are of the type conducted, authorized, offered, or provided by the Company within two (2) years prior to Participant’s Termination of Employment. For purposes of this Section, “Material Contact” means contact between Participant and such individual (i) with whom or which Participant dealt on behalf of the Company, (ii) whose dealings with the Company were coordinated or supervised by Participant, (iii) about whom Participant obtained Confidential Information in the ordinary course of business as a result of Participant’s association with the Company, or (iv) who receives products or services authorized by the Company, the sale or provision of which results or resulted in possible compensation, commissions or earnings for Participant within the two (2) years prior to the date of Participant’s Termination of Employment. 15. Developments. The Participant agrees that all inventions, improvements, trade secrets, reports, manuals, computer programs, systems, tapes and other ideas and materials developed or invented by him or her during the period of his or her employment with the Company or its Subsidiaries, either solely or in collaboration with others, which relate to the actual or anticipated business or research of the Company or its Subsidiaries, which result from or are suggested by any work the Participant may do for the Company or its Subsidiaries, or which result from use of the Company’s or its Subsidiaries’ premises or the Company’s or its Subsidiaries’ or their customers’ property (collectively, the “Developments”) shall be the sole and exclusive property of the Company and its Subsidiaries. The Participant hereby assigns to the Company his or her entire right and interest in any Developments and will hereafter execute any documents in connection therewith that the Company may reasonably request. This Section does not apply to any inventions that the Participant made prior to his or her employment by the Company or its Subsidiaries, or to any inventions that he or she develops entirely on his or her own time without using any of the Company’s equipment, supplies, facilities or the Company’s or its Subsidiaries’ or their customers’ confidential information and which do not relate to the Company’s or its Subsidiaries’ businesses, anticipated research and Developments or the work he or she has performed for the Company or its Subsidiaries. 16. Non-Disparagement. The Participant agrees that neither during his or her employment nor following his or her Termination of Employment and continuing for so long as the Company or any affiliate, successor or assigns thereof carries on the name or like business within the Territory, the Participant shall not, directly or indirectly, for himself or herself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise make any statements that are inflammatory, detrimental, slanderous, or materially negative in any way to the interests of the Company or its Subsidiaries or other affiliated entities. Nothing in this Agreement, however, shall limit Participant’s ability to (a) file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal,

 
7 state, or local governmental agency or commission (collectively, “Government Agencies”), (b) communicate with any Government Agencies or (c) otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. 17. Confidentiality and Nondisclosure. The Participant agrees that he or she will not, other than in performance of his or her duties for the Company or its Subsidiaries, disclose or divulge to Third Parties (as defined below) or use or exploit for his or her own benefit or for the benefit of Third Parties any Confidential Information, including trade secrets. For the purposes of this Agreement, “Confidential Information” shall mean confidential and proprietary information, trade secrets, knowledge or data relating to the Company and its Subsidiaries and their businesses, including but not limited to information disclosed to the Participant, or known by the Participant as a consequence of or through employment with the Company or its Subsidiaries, where such information is not generally known in the trade or industry, and where such information refers or relates in any manner whatsoever to the business activities, processes, services, or products of the Company or its Subsidiaries; business and development plans (whether contemplated, initiated, or completed); mergers and acquisitions; pricing information; business contacts; sources of supply; customer information (including customer lists, customer preferences, and sales history); methods of operation; results of analysis; customer lists (including advertising contacts); business forecasts; financial data; costs; revenues; information maintained in electronic form (such as e-mails, computer files, or information on a cell phone, smart phone, or other personal data device); and similar information. Confidential Information shall not include any data or information in the public domain, other than as a result of a breach of this Agreement. The provisions of this paragraph shall apply to the Participant at any time during his or her employment with the Company or its Subsidiaries and for a period of two (2) years following his or her Termination of Employment or, if the Confidential Information is a trade secret, such longer period of time as may be permitted by controlling trade secret laws. The Participant acknowledges and agrees that the Confidential Information is necessary for the Company’s ability to compete with its competitors. The Participant further acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information recited herein are in addition to, and not in lieu of, any rights or remedies that the Company or a Subsidiary may have available pursuant to the laws of the State of Delaware to prevent the disclosure of trade secrets or proprietary information, including but not limited to the Delaware Uniform Trade Secrets Act, 6 Del. Code Ann. §2001, et seq. The Participant agrees that this non-disclosure obligation may extend longer than two (2) years following his or her Termination of Employment as to any materials or information that constitutes a trade secret under the Delaware Uniform Trade Secrets Act. Participant is hereby notified that under the Defend Trade Secrets Act of 2016: (a) no individual shall be held criminally or civilly liable under federal or state law for the disclosure of a trade secret that is: (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made

 
8 under seal so that it is not made public; and (b) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. For purposes of this Agreement, “Third Party” or “Third Parties” shall mean persons, sole proprietorships, firms, partnerships, limited liability partnerships, associations, corporations, limited liability companies, and all other business organizations and entities, excluding the Participant and the Company. The Participant agrees to take all reasonable precautions to safeguard and prevent disclosure of Confidential Information to unauthorized persons or entities. 18. Intellectual Property. The Participant agrees that he or she has no right to use for the benefit of the Participant or anyone other than the Company or its Subsidiaries, any of the copyrights, trademarks, service marks, patents, and inventions of the Company or its Subsidiaries. 19. Injunctive Relief. The Participant and the Company recognize that breach of the provisions of this Agreement restricting the Participant’s activities would give rise to immediate and irreparable injury to the Company that is inadequately compensable in damages. In the event of a breach or threatened breach of the restrictions contained in this Agreement regarding noncompetition, nonsolicitation of employees, nonsolicitation of customers, Developments, non-disparagement, confidentiality and nondisclosure of Confidential Information, and intellectual property (collectively, the “Covenants”), the Participant agrees and consents that the Company shall be entitled to injunctive relief, both preliminary and permanent, without bond, in addition to reimbursement from the Participant for all reasonable attorneys’ fees and expenses incurred by the Company in enforcing these provisions, should the Company prevail. The Participant also agrees not raise the defense that the Company has an adequate remedy at law. In addition, the Company shall be entitled to any other legal or equitable remedies as may be available under law. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall not preclude the exercise of any other remedy at law or in equity for the same event or any other event. 20. Dispute Resolution; Agreement to Arbitrate. (a) The Participant and the Company agree that final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or relating to this Agreement. (b) This Section covers all claims and actions of whatever nature, both at law and in equity, including, but not limited to, any claim for breach of contract (including this Agreement), and includes claims against the Participant and claims against the Company and its Subsidiaries and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or

 
9 limited partners of the Company, to the extent such claims involve, in any way, this Agreement. This Section covers all judicial claims that could be brought by either party to this Agreement, but does not cover the filing of charges with Government Agencies that prohibit waiver of the right to file a charge. (c) The arbitration proceeding will be administered by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, taking into account the need for speed and confidentiality. The Arbitrator shall be an attorney or judge with experience in contract litigation and selected pursuant to the applicable rules of the American Arbitration Association. (d) The place and situs of arbitration shall be Wilmington, Delaware (or such other location as may be mutually agreed to by the parties). The Arbitrator may adopt the Commercial Arbitration Rules of the American Arbitration Association, but shall be entitled to deviate from such rules in the Arbitrator’s sole discretion in the interest of a speedy resolution of any dispute or as the Arbitrator shall deem just. The parties agree to facilitate the arbitration by (a) making available to each other and to the Arbitrator for inspection and review all documents, books and records as the Arbitrator shall determine to be relevant to the dispute, (b) making individuals under their control available to other parties and the Arbitrator and (c) observing strictly the time periods established by the Arbitrator for the submission of evidence and pleadings. The Arbitrator shall have the power to render declaratory judgments, as well as to award monetary claims, provided that the Arbitrator shall not have the power to act (i) outside the prescribed scope of this Agreement, or (ii) without providing an opportunity to each party to be represented before the Arbitrator. (e) The Arbitrator’s award shall be in writing. The Arbitrator shall allocate the costs and expenses of the proceedings between the parties and shall award interest as the Arbitrator deems appropriate. The arbitration judgment shall be final and binding on the parties. Judgment on the Arbitrator’s award may be entered in any court having jurisdiction. (f) The Participant and the Company agree and understand that by executing this Agreement and agreeing to this Arbitration provision, they are giving up their rights to trial by jury for any dispute related to this Agreement. 21. Clawback. The Participant acknowledges and agrees that the Participant’s rights with respect to the PRSUs are subject to the Company’s Incentive Compensation Recovery Policy and Supplement Compensation Recovery Policy or similar policies or Applicable Law, as set forth in Section 10.3 of the Plan.

 
10 22. Miscellaneous. a. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, under any blue sky or state securities laws applicable to such shares. It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. b. The Committee may terminate, amend or modify the Plan and this Agreement under the terms of and as set forth in the Plan. c. The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Common Stock having an aggregate Fair Market Value on the date the tax is to be determined, equal to the amount required to be withheld, subject to the restrictions imposed by applicable securities laws and Company policies regarding trading in its shares. The Company shall have the power and the right to deduct or withhold from the Participant’s compensation, or require him or her to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA or similar obligation), domestic or foreign, required by law to be withheld with respect to any payout to him or her under this Agreement. d. The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement. e. This Agreement shall be subject to Applicable Laws, and to such approvals by any governmental agencies or national securities exchanges as may be required. f. Except as provided in the third paragraph of this Agreement, this Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the PRSUs granted hereunder. Except as provided in the third paragraph of this Agreement, this Agreement and the Plan supersede any prior agreements, commitments or negotiations concerning the PRSUs granted hereunder. g. All rights and obligations of the Company under the Plan and this Agreement, shall inure to the benefit of and be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger,

 
11 consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. h. To the extent not preempted by the laws of the United States, the laws of the State of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws. i. The Participant acknowledges and agrees that the Covenants and other provisions contained herein are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and Confidential Information of the Company. The Company and the Participant agree that the invalidity or unenforceability of any one or more of the Covenants, other provisions, or parts thereof of this Agreement shall not affect the validity or enforceability of the other Covenants, provisions, or parts thereof, all of which are inserted conditionally on their being valid in law, and in the event one or more Covenants, provisions, or parts thereof contained herein shall be invalid, this Agreement shall be construed as if such invalid Covenants, provisions, or parts thereof had not been inserted. The Participant and the Company agree that the Covenants and other provisions contained in this Agreement are severable and divisible, that none of such Covenants or provisions depend on any other Covenant or provision for their enforceability, that each such Covenant and provision constitutes an enforceable obligation between the Company and the Participant, that each such Covenant and provision shall be construed as an agreement independent of any other Covenant or provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such Covenant or provision. j. If any of the provisions contained in this Agreement relating to the Covenants or other provisions contained herein, or any part thereof, are determined to be unenforceable because of the length of any period of time, the size of any area, the scope of activities or similar term contained therein, then such period of time, area, scope of activities or similar term shall be considered to be adjusted to a period of time, area, scope of activities or similar term which would cure such invalidity, and such Covenant or provision in its reduced form shall then be enforced to the maximum extent permitted by Applicable Law. k. This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be construed accordingly. To the extent that any amount or benefit that constitutes nonqualified deferred compensation under Section 409A of the Code, and that is not exempt under Section 409A, is otherwise payable or distributable to him or her on account of separation from service (within the meaning of Section 409A of the Code) while he or she is a specified employee (within the meaning of Section 409A of the Code), such amount or benefit shall be settled or distributed on the later of time for payment described in Section 4 of this Agreement and that date which is six (6) months after the date of such separation from service.

 
12 l. The parties agree that the mutual promises and covenants contained in this Agreement constitute good and valuable consideration. [Signature Page Follows]

 
13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the Date of Award. Mueller Water Products, Inc. By: ___________________________________ Marietta Edmunds Zakas Chief Executive Officer ATTEST: __________________________________ Participant

 
14 EXHIBIT A Market Units and Performance Period The Participant has been awarded the number of performance restricted stock units (“Market Units”) identified in Table 1 below. Each Market Unit that vests will be settled in the Company’s common shares based upon relative total shareholder return performance over the Performance Period. Table 1 Market Unit Award Performance Period Number of Market Units Awarded Total Maximum Number of Shares Total Target Number of Shares Total Threshold Number of Shares Month Day, Year - Month Day, Year x 2x x .5x Performance Criteria The Market Units shall be Vested at the end of the Performance Period, subject to the terms of the Agreement. Vested Market Units will be settled in company shares according to a formula based on the Share Payout Ratio Percentages as set forth below. Table 2 Market Unit Performance Targets Performance rTSR Percentile Rank Goal rTSR Quartile Rank Goal Share Payout Ratio Percentage of Target Earned Number of Shares Earned Maximum 75th + 4th 200% Target 50th 3rd 100% Threshold 25th 2nd 50% Below Threshold < 25th 1st 0% Relative Total Shareholder Return (“rTSR”) Percentile Rank The Company’s rTSR will be compared to that of the companies that comprise the S&P 600 SmallCap Industrials Index, or such other index selected by the Committee if the S&P 600 SmallCap Industrials Index ceases to exist and is a three (3) year cumulative measurement. The rTSR percentile rank is computed by computing the total shareholder return for the Performance Period of each company that was in the S&P 600 SmallCap Industrials Index at the

 
15 beginning of the Performance Period (the “Peer Group”), provided that (i) if a company in the Peer Group declares bankruptcy at any time during the Performance Period, the company will remain in the peer group and be treated -100% at the end of the Performance Period when establishing the plan payout and (ii) if a company is acquired at any time during the Performance Period, the company shall be removed when establishing the plan payout. The TSR Percentile Ranking is the Company TSR relative to the total shareholder returns of the Peer Group and calculated using the Excel PERCENTRANK.INC formula for the Performance Period (e.g., if the total shareholder return is greater than 75% of the total shareholder returns of the members of the Peer Group, the rTSR Percentile Ranking is the 75th percentile or 4th quartile). Total Shareholder Return (“TSR”) shall be calculated in the following manner: TSR = (Change in Stock Price + Dividends Paid) / Beginning Stock Price 1. “Beginning Stock Price” shall mean the average of the closing prices for each of the twenty (20) trading days immediately prior to the first day of the Performance Period; 2. “Ending Stock Price” shall mean the average of closing prices for each of the last twenty (20) trading days of the Performance Period; 3. “Change in Stock Price” shall equal the Ending Stock Price minus the Beginning Stock Price; 4. “Dividends Paid” shall mean the total of all dividends paid on one (1) share of stock during the Performance Period, provided that dividends shall be treated as though they are reinvested; 5. In all events, TSR shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits, spin-offs and similar transactions. If the Company achieves an rTSR for the Performance Period at or above the Threshold Percentile Rank Goal specified in Table 2 herein, the Share Payout Ratio Percentage to be used to determine the number of shares earned shall be calculated as follows: (i) if the rTSR meets or exceeds the Threshold Percentile Rank Goal, but does not meet the Target Percentile Rank Goal specified in Table 2 herein, then the Share Payout Ratio Percentage for such Performance Period shall be interpolated on a straight-line basis between Threshold Share Payout Ratio specified in Table 2 herein and Target Share Payout Ratio specified in Table 2 herein and (ii) if the rTSR meets or exceeds the Target Percentile Rank Goal but does not meet the Maximum Percentile Rank Goal, then the Share Payout Ratio Percentage for such Performance Period shall be interpolated on a straight-line basis between the Target Share Payout Ratio and Maximum Share Payout Ratio specified in Table 2 herein. For the avoidance of doubt, 200% being the maximum Share Payout Ratio and if rTSR for the Performance Period is below Threshold Percentile Rank Goal, the Share Payout Ratio shall be zero (0) and no shares shall be issued for the Performance Period.

 
1 MUELLER WATER PRODUCTS, INC. THIRD AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT This performance restricted stock unit award agreement (this “Agreement”), effective as of the date of the award set forth below (the “Date of Award”), evidences an agreement to award performance restricted stock units (“PRSUs” or “ROIC Units”) by Mueller Water Products, Inc. (the “Company”) to the participant named below (the “Participant”), pursuant to the provisions of the Mueller Water Products, Inc. Third Amended and Restated 2006 Stock Incentive Plan (the “Plan”) subject to satisfaction of the performance criteria described in Exhibit A. The Participant has been selected to be eligible to earn an award of PRSUs pursuant to the Plan, as specified below. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan will supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. Subject to the previous paragraph, if the PRSUs awarded hereunder are subject to another written Company-related severance plan or program, or any employment or similar written agreement between the Company and Participant (collectively, “Modifying Agreement”), the terms and conditions of the Modifying Agreement shall completely supersede and replace any conflicting or inconsistent terms of this Agreement. Participant: _____________________ Date of Award: _____________________ Performance Period: October 1, ______ to September 30, ________ (the “Performance Period”). Threshold, Target and Maximum Number of ROIC Units for Performance Period: See Exhibit A.

 
2 The parties hereto agree as follows: 1. Performance Period and Criteria. The performance criteria for the Performance Period are described in Exhibit A. The Committee has developed the performance criteria for the Performance Period as described in Exhibit A. As soon as practical after the Performance Period ends, the Committee will determine whether the performance criteria have been satisfied and the number of PRSUs, if any, earned by the Participant. The actual number of PRSUs earned for the Performance Period will depend on the achievement of the performance criteria described in Exhibit A. 2. Employment with the Company. Except as may otherwise be provided in Section 3, the PRSUs granted hereunder are granted on the condition that (a) the Participant accept this Agreement no later than ninety (90) days following the Date of Award, after which time this Agreement shall be void and of no further effect and (b) the Participant remains in Continuous Service from the Date of Award through (and including) the vesting date, as set forth in Section 3. This Agreement does not confer any right to the Participant (or any other Participant) to be awarded PRSUs or other Stock Awards in the future under the Plan other than as specifically described in this Agreement. 3. Vesting. a. Normal. Except as otherwise provided for in this Agreement, the Participant’s interest in the PRSUs granted under this Agreement shall become nonforfeitable (“Vested”) on the last day of the Performance Period, provided the Participant continues to be employed in Continuous Service through the last day of the Performance Period. If the Participant ceases to be employed by the Company or any Subsidiary for any reason (except as otherwise provided for in this Agreement) before the last day of the Performance Period, all PRSUs shall be forfeited, without any consideration or payment whatsoever to the Participant. b. Death, Disability and Retirement. (i) Retirement Without Notice. If, during the Performance Period, a Participant terminates Continuous Service as a result of Retirement (and Section 3(b)(ii) does not apply), all ROIC Units shall be Vested on a pro rata basis based on the Participant’s service during the Performance Period. Except as otherwise provided for in this Agreement, no ROIC Units shall be earned or Vested for any portion of the ROIC Units after the Participant’s Continuous Service terminates. (ii) Retirement With Notice / Death / Disability / Retirement Eligible Termination. If, during the Performance Period, (A) the Participant terminates Continuous Service as a result of death or Disability, (B) the Participant’s Continuous Service is terminated on or after the date on which Participant first becomes Retirement eligible for any reason, other than by

 
3 the Company for Cause or as a result of a voluntary termination without Good Reason (if defined in the Participant’s employment or service agreement between the Participant and the Company or any of its Affiliates) or Company consent, or (C) the Participant is eligible for Retirement and provides or has provided at least six (6) months’ notice of Participant’s intent to retire, all PRSUs shall become Vested on the date Participant’s Continuous Service is terminated. Except as otherwise provided for in this Agreement, no PRSUs shall be Vested for any portion of the PRSUs after the Participant’s Continuous Service terminates. c. Change of Control. Notwithstanding anything to the contrary in this Agreement, in the event a Change of Control occurs during the Performance Period and prior to the Participant’s termination of Continuous Service, the target number of PRSUs shall become Vested and the target number of PRSUs shall automatically be earned. d. No Fractional PRSUs. If, on any vesting date, the vesting schedule would result in the vesting of a fraction of a PRSU, such fraction shall be rounded to a whole PRSU in a manner acceptable to management or any independent third party administering any terms of the Plan for the Company. 4. Timing of Settlement a. Normal. Except as described in Section 4(b), shares of Common Stock attributable to Vested PRSUs that are earned pursuant to Section 1 shall be delivered to the Participant, or his or her beneficiary in the event of the Participant’s death, within ninety (90) days after the last day of the Performance Period. b. Change of Control. In the event of a Change of Control, shares of Common Stock attributable to Vested PRSUs that are earned pursuant to Section 3(c) shall be delivered within ninety (90) days following the Change of Control; provided, however, that with respect to payments subject to Section 409A of the Code, payment shall only be made upon a “Change of Control” event within the meaning of Section 409A of the Code. c. Specific Payment Date. The Committee shall determine on what date within the ninety (90) day payment period described above actual settlement shall be made. 5. Form of Payout. Vested PRSUs will be settled solely in the form of shares of Common Stock of the Company or such other security as common stock shall be converted into in the future. The Participant shall be issued one share of Common Stock (or such other number of securities into which the Common Stock is converted upon a Change of Control as the Committee shall determine in good faith) for each Vested PRSU. 6. Voting Rights and Dividends. Until such time as the PRSUs are settled in shares of the Company’s common stock, the Participant shall not have voting rights or receive dividends in connection with the PRSUs. Further, no dividends shall be paid on any of the PRSUs.

 
4 7. Termination of Continuous Service. In the event of the Participant’s termination of Continuous Service for any reason other than the Participant’s death, Disability or Retirement during the Performance Period (and except as otherwise provided in Section 3(c) with respect to PRSUs that become Vested upon a Change of Control), all PRSUs held by the Participant at the time of his or her termination of Continuous Service shall be forfeited by the Participant to the Company. 8. Restrictions on Transfer. Unless and until actual shares of Common Stock are received upon settlement of the PRSUs, PRSUs granted pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of PRSUs is made, or if any attachment, execution, garnishment or lien shall be issued against or placed upon the PRSUs, the Participant’s right to such PRSUs shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse. 9. Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or corporate transaction such as any merger, consolidation, separation or otherwise, the number and class of PRSUs subject to this Agreement shall be equitably adjusted by the Committee, as set forth in the Plan, to prevent dilution or enlargement of rights. 10. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and shall be effective only when filed by the Participant in writing with the Secretary of the Company during his or her lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate. 11. Continuation of Employment. This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate the Participant’s employment at any time. For purposes of this Agreement, “Termination of Employment” shall mean termination or cessation of the Participant’s employment with the Company and its Subsidiaries for any reason (or no reason), whether the termination of employment is instituted by the Participant or the Company or a Subsidiary, and whether the termination of employment is with or without cause. 12. Non-Competition. Participant agrees that, for a period of one (1) year following Participant’s Termination of Employment (the “Restricted Period”), Participant will not engage, directly or indirectly, whether on behalf of Participant or another person, entity, business or enterprise, in any activities which are the same as, or substantially similar to, activities Participant performed for or on behalf of the Company and which compete with the Business of the Company in the Territory (the “Competitive Services”). For purposes of this Agreement, “Business” means (a) the manufacturing, marketing, distribution, or

 
5 sale of water and energy infrastructure technology, products, or services, including but not limited to products or services used in the transmission, distribution, and measurement of water; or (b) any similar activities conduct, authorized, offered, provided, or proposed to be conducted by the Company within two (2) years prior to Participant’s Termination of Employment. In addition, for the purposes of this Agreement, “Territory” means the geographic area where Participant worked, represented the Company, or had Material Contact (as defined below) with the Company’s customers or potential customers during Participant’s employment with the Company or for which Participant had responsibilities on behalf of the Company during the two (2)-year period prior to Participant’s Termination of Employment. The Participant acknowledges and agrees that: (a) The Participant is familiar with the Business of the Company and its Subsidiaries and the commercial and competitive nature of the industry and recognizes that the value of the Company’s business would be injured if the Participant performed the Competitive Services for a person or entity that competes with the Business of the Company; (b) This covenant not to compete is essential to the continued good will and profitability of the Company; (c) In the course of employment with the Company or its Subsidiaries, the Participant will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its Subsidiaries, affiliates, and other related entities, and that the Participant’s services will be of special, unique, and extraordinary value to the Company; and (d) The Participant’s skills and abilities should enable him or her to seek and obtain similar employment in a business other than one which competes with the Business of the Company, and the Participant possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this covenant not to compete. Following the Participant’s Termination of Employment with the Company, Participant expects to be able to earn a livelihood without violating the terms of this Agreement. 13. Nonsolicitation of Employees. During the term of the Participant’s employment with the Company or its Subsidiaries and the Restricted Period, the Participant shall not, either on Participant’s own behalf or for any person, entity, business or enterprise within the Territory: (a) solicit any employee of the Company or its Subsidiaries with whom the Participant had material contact during the two (2) years prior to Participant’s Termination of Employment to leave his or her employment with the Company or its Subsidiaries; or (b) induce or attempt to induce any such employee to breach any employment agreement with the Company.

 
6 14. Nonsolicitation of Customers. During the term of the Participant’s employment with the Company or its Subsidiaries and the Restricted Period, the Participant shall not directly or indirectly solicit or attempt to solicit any current customer of the Company or any of its Subsidiaries with which the Participant had Material Contact for the purpose of selling or providing any products or services competitive with the Company. For purposes of this Agreement, products or services shall be considered competitive with the Company if such products or services are of the type conducted, authorized, offered, or provided by the Company within two (2) years prior to Participant’s Termination of Employment. For purposes of this Section, “Material Contact” means contact between Participant and such individual (i) with whom or which Participant dealt on behalf of the Company, (ii) whose dealings with the Company were coordinated or supervised by Participant, (iii) about whom Participant obtained Confidential Information in the ordinary course of business as a result of Participant’s association with the Company, or (iv) who receives products or services authorized by the Company, the sale or provision of which results or resulted in possible compensation, commissions or earnings for Participant within the two (2) years prior to the date of Participant’s Termination of Employment. 15. Developments. The Participant agrees that all inventions, improvements, trade secrets, reports, manuals, computer programs, systems, tapes and other ideas and materials developed or invented by him or her during the period of his or her employment with the Company or its Subsidiaries, either solely or in collaboration with others, which relate to the actual or anticipated business or research of the Company or its Subsidiaries, which result from or are suggested by any work the Participant may do for the Company or its Subsidiaries, or which result from use of the Company’s or its Subsidiaries’ premises or the Company’s or its Subsidiaries’ or their customers’ property (collectively, the “Developments”) shall be the sole and exclusive property of the Company and its Subsidiaries. The Participant hereby assigns to the Company his or her entire right and interest in any Developments and will hereafter execute any documents in connection therewith that the Company may reasonably request. This Section does not apply to any inventions that the Participant made prior to his or her employment by the Company or its Subsidiaries, or to any inventions that he or she develops entirely on his or her own time without using any of the Company’s equipment, supplies, facilities or the Company’s or its Subsidiaries’ or their customers’ confidential information and which do not relate to the Company’s or its Subsidiaries’ businesses, anticipated research and Developments or the work he or she has performed for the Company or its Subsidiaries. 16. Non-Disparagement. The Participant agrees that neither during his or her employment nor following his or her Termination of Employment and continuing for so long as the Company or any affiliate, successor or assigns thereof carries on the name or like business within the Territory, the Participant shall not, directly or indirectly, for himself or herself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise make any statements that are inflammatory, detrimental, slanderous, or materially negative in any way to the interests of the Company or its Subsidiaries or other affiliated entities. Nothing in this Agreement, however, shall limit Participant’s ability to (a) file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal,

 
7 state, or local governmental agency or commission (collectively, “Government Agencies”), (b) communicate with any Government Agencies or (c) otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. 17. Confidentiality and Nondisclosure. The Participant agrees that he or she will not, other than in performance of his or her duties for the Company or its Subsidiaries, disclose or divulge to Third Parties (as defined below) or use or exploit for his or her own benefit or for the benefit of Third Parties any Confidential Information, including trade secrets. For the purposes of this Agreement, “Confidential Information” shall mean confidential and proprietary information, trade secrets, knowledge or data relating to the Company and its Subsidiaries and their businesses, including but not limited to information disclosed to the Participant, or known by the Participant as a consequence of or through employment with the Company or its Subsidiaries, where such information is not generally known in the trade or industry, and where such information refers or relates in any manner whatsoever to the business activities, processes, services, or products of the Company or its Subsidiaries; business and development plans (whether contemplated, initiated, or completed); mergers and acquisitions; pricing information; business contacts; sources of supply; customer information (including customer lists, customer preferences, and sales history); methods of operation; results of analysis; customer lists (including advertising contacts); business forecasts; financial data; costs; revenues; information maintained in electronic form (such as e-mails, computer files, or information on a cell phone, smart phone, or other personal data device); and similar information. Confidential Information shall not include any data or information in the public domain, other than as a result of a breach of this Agreement. The provisions of this paragraph shall apply to the Participant at any time during his or her employment with the Company or its Subsidiaries and for a period of two (2) years following his or her Termination of Employment or, if the Confidential Information is a trade secret, such longer period of time as may be permitted by controlling trade secret laws. The Participant acknowledges and agrees that the Confidential Information is necessary for the Company’s ability to compete with its competitors. The Participant further acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information recited herein are in addition to, and not in lieu of, any rights or remedies that the Company or a Subsidiary may have available pursuant to the laws of the State of Delaware to prevent the disclosure of trade secrets or proprietary information, including but not limited to the Delaware Uniform Trade Secrets Act, 6 Del. Code Ann. §2001, et seq. The Participant agrees that this non-disclosure obligation may extend longer than two (2) years following his or her Termination of Employment as to any materials or information that constitutes a trade secret under the Delaware Uniform Trade Secrets Act. Participant is hereby notified that under the Defend Trade Secrets Act of 2016: (a) no individual shall be held criminally or civilly liable under federal or state law for the disclosure of a trade secret that is: (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made

 
8 under seal so that it is not made public; and (b) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. For purposes of this Agreement, “Third Party” or “Third Parties” shall mean persons, sole proprietorships, firms, partnerships, limited liability partnerships, associations, corporations, limited liability companies, and all other business organizations and entities, excluding the Participant and the Company. The Participant agrees to take all reasonable precautions to safeguard and prevent disclosure of Confidential Information to unauthorized persons or entities. 18. Intellectual Property. The Participant agrees that he or she has no right to use for the benefit of the Participant or anyone other than the Company or its Subsidiaries, any of the copyrights, trademarks, service marks, patents, and inventions of the Company or its Subsidiaries. 19. Injunctive Relief. The Participant and the Company recognize that breach of the provisions of this Agreement restricting the Participant’s activities would give rise to immediate and irreparable injury to the Company that is inadequately compensable in damages. In the event of a breach or threatened breach of the restrictions contained in this Agreement regarding noncompetition, nonsolicitation of employees, nonsolicitation of customers, Developments, non-disparagement, confidentiality and nondisclosure of Confidential Information, and intellectual property (collectively, the “Covenants”), the Participant agrees and consents that the Company shall be entitled to injunctive relief, both preliminary and permanent, without bond, in addition to reimbursement from the Participant for all reasonable attorneys’ fees and expenses incurred by the Company in enforcing these provisions, should the Company prevail. The Participant also agrees not raise the defense that the Company has an adequate remedy at law. In addition, the Company shall be entitled to any other legal or equitable remedies as may be available under law. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall not preclude the exercise of any other remedy at law or in equity for the same event or any other event. 20. Dispute Resolution; Agreement to Arbitrate. (a) The Participant and the Company agree that final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or relating to this Agreement. (b) This Section covers all claims and actions of whatever nature, both at law and in equity, including, but not limited to, any claim for breach of contract (including this Agreement), and includes claims against the Participant and claims against the Company and its Subsidiaries and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or

 
9 limited partners of the Company, to the extent such claims involve, in any way, this Agreement. This Section covers all judicial claims that could be brought by either party to this Agreement, but does not cover the filing of charges with Government Agencies that prohibit waiver of the right to file a charge. (c) The arbitration proceeding will be administered by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, taking into account the need for speed and confidentiality. The Arbitrator shall be an attorney or judge with experience in contract litigation and selected pursuant to the applicable rules of the American Arbitration Association. (d) The place and situs of arbitration shall be Wilmington, Delaware (or such other location as may be mutually agreed to by the parties). The Arbitrator may adopt the Commercial Arbitration Rules of the American Arbitration Association, but shall be entitled to deviate from such rules in the Arbitrator’s sole discretion in the interest of a speedy resolution of any dispute or as the Arbitrator shall deem just. The parties agree to facilitate the arbitration by (a) making available to each other and to the Arbitrator for inspection and review all documents, books and records as the Arbitrator shall determine to be relevant to the dispute, (b) making individuals under their control available to other parties and the Arbitrator and (c) observing strictly the time periods established by the Arbitrator for the submission of evidence and pleadings. The Arbitrator shall have the power to render declaratory judgments, as well as to award monetary claims, provided that the Arbitrator shall not have the power to act (i) outside the prescribed scope of this Agreement, or (ii) without providing an opportunity to each party to be represented before the Arbitrator. (e) The Arbitrator’s award shall be in writing. The Arbitrator shall allocate the costs and expenses of the proceedings between the parties and shall award interest as the Arbitrator deems appropriate. The arbitration judgment shall be final and binding on the parties. Judgment on the Arbitrator’s award may be entered in any court having jurisdiction. (f) The Participant and the Company agree and understand that by executing this Agreement and agreeing to this Arbitration provision, they are giving up their rights to trial by jury for any dispute related to this Agreement. 21. Clawback. The Participant acknowledges and agrees that the Participant’s rights with respect to the PRSUs are subject to the Company’s Incentive Compensation Recovery Policy and Supplement Compensation Recovery Policy or similar policies or Applicable Law, as set forth in Section 10.3 of the Plan.

 
10 22. Miscellaneous. a. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, under any blue sky or state securities laws applicable to such shares. It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. b. The Committee may terminate, amend or modify the Plan and this Agreement under the terms of and as set forth in the Plan. c. The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Common Stock having an aggregate Fair Market Value on the date the tax is to be determined, equal to the amount required to be withheld, subject to the restrictions imposed by applicable securities laws and Company policies regarding trading in its shares. The Company shall have the power and the right to deduct or withhold from the Participant’s compensation, or require him or her to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA or similar obligation), domestic or foreign, required by law to be withheld with respect to any payout to him or her under this Agreement. d. The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement. e. This Agreement shall be subject to Applicable Laws, and to such approvals by any governmental agencies or national securities exchanges as may be required. f. Except as provided in the third paragraph of this Agreement, this Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the PRSUs granted hereunder. Except as provided in the third paragraph of this Agreement, this Agreement and the Plan supersede any prior agreements, commitments or negotiations concerning the PRSUs granted hereunder. g. All rights and obligations of the Company under the Plan and this Agreement, shall inure to the benefit of and be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger,

 
11 consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. h. To the extent not preempted by the laws of the United States, the laws of the State of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws. i. The Participant acknowledges and agrees that the Covenants and other provisions contained herein are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and Confidential Information of the Company. The Company and the Participant agree that the invalidity or unenforceability of any one or more of the Covenants, other provisions, or parts thereof of this Agreement shall not affect the validity or enforceability of the other Covenants, provisions, or parts thereof, all of which are inserted conditionally on their being valid in law, and in the event one or more Covenants, provisions, or parts thereof contained herein shall be invalid, this Agreement shall be construed as if such invalid Covenants, provisions, or parts thereof had not been inserted. The Participant and the Company agree that the Covenants and other provisions contained in this Agreement are severable and divisible, that none of such Covenants or provisions depend on any other Covenant or provision for their enforceability, that each such Covenant and provision constitutes an enforceable obligation between the Company and the Participant, that each such Covenant and provision shall be construed as an agreement independent of any other Covenant or provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such Covenant or provision. j. If any of the provisions contained in this Agreement relating to the Covenants or other provisions contained herein, or any part thereof, are determined to be unenforceable because of the length of any period of time, the size of any area, the scope of activities or similar term contained therein, then such period of time, area, scope of activities or similar term shall be considered to be adjusted to a period of time, area, scope of activities or similar term which would cure such invalidity, and such Covenant or provision in its reduced form shall then be enforced to the maximum extent permitted by Applicable Law. k. This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be construed accordingly. To the extent that any amount or benefit that constitutes nonqualified deferred compensation under Section 409A of the Code, and that is not exempt under Section 409A, is otherwise payable or distributable to him or her on account of separation from service (within the meaning of Section 409A of the Code) while he or she is a specified employee (within the meaning of Section 409A of the Code), such amount or benefit shall be settled or distributed on the later of time for payment described in Section 4 of this Agreement and that date which is six (6) months after the date of such separation from service.

 
12 l. The parties agree that the mutual promises and covenants contained in this Agreement constitute good and valuable consideration.

 
13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the Date of Award. Mueller Water Products, Inc. By: ___________________________________ Marietta Edmunds Zakas Chief Executive Officer ATTEST: __________________________________ Participant

 
14 EXHIBIT A ROIC Units and Performance Period The Participant has been awarded the number of performance restricted stock units (“ROIC Units”) identified in Table 1 below. Each ROIC Unit that vests will be settled in the Company’s common shares based upon the Company’s adjusted return of invested capital over the Performance Period. Table 1 ROIC Unit Award Performance Period Number of ROIC Units Awarded Total Maximum Number of Shares Total Target Number of Shares Total Threshold Number of Shares Month Day, Year - Month Day, Year x 2x x .5x Performance Criteria The ROIC Units shall be Vested at the end of the Performance Period, subject to the terms of the Agreement. Vested ROIC Units will be settled in company shares according to a formula based on the Share Payout Ratio Percentages as set forth below. Calculation of ROIC Adjusted ROIC = Adjusted Return / Invested Capital • Adjusted Return: NOPAT (net operating profit after tax) which is adjusted operating income1 * (1-adjusted effective tax rate) • Invested Capital: Total assets less liabilities, excluding cash and debt, with average of five quarter-end balances for each year for Invested Capital • Average of annual measures2 over a three-year period 1 Excludes charges relating to: strategic reorganization and other charges, non-cash impairments, legal settlements, severance, product liability charges, one-time impact of significant and/or retroactive tax law changes if not contemplated in ROIC target, other adjustments to conform to adjustments in earnings release, and any other adjustment approved by the Committee. For acquisitions made during the first two years of the Performance Period, the Compensation Committee may adjust the targets to include expected performance of the acquisition. Acquisitions made in the third year of the Performance Period will be excluded in numerator and denominator. 2 Measure is defined as the ROIC calculation of Adjusted Return divided by Invested Capital each year of the Performance Period

 
15 Table 2 ROIC Unit Performance Targets Performance ROIC Targets % Share Payout Ratio Percentage of Target Earned Maximum 200% Target 100% Threshold 50% Below Threshold 0%

 
NAI-1542136825v4 THIRD AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This restricted stock unit award agreement (this “Agreement”), effective as of the Date of Grant set forth below (the “Date of Grant”), evidences an agreement to award restricted stock units (“RSUs”) by Mueller Water Products, Inc. (the “Company”), to the participant named below (the “Participant”), pursuant to the provisions of the Mueller Water Products, Inc. Third Amended and Restated 2006 Stock Incentive Plan (the “Plan”). The Participant has been selected to receive a grant of RSUs pursuant to the Plan, as specified below. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan will supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. Subject to the previous paragraph, if the RSUs granted hereunder are subject to another written Company-related severance plan or program, or any employment or similar written agreement between the Company and Participant (collectively, “Modifying Agreement”), the terms and conditions of the Modifying Agreement shall completely supersede and replace any conflicting or inconsistent terms of this Agreement. Participant: Participant Name Date of Grant: Month DD, YYYY Number of RSUs Granted: XX,XXX Purchase Price: None

 
NAI-1542136825v4 2 The parties hereto agree as follows: 1. Employment with the Company. Except as may otherwise be provided in Section 2, the RSUs granted hereunder are granted on the condition that (a) the Participant (other than a Participant who is a non-Employee Director) accept this Agreement no later than ninety (90) days following the Date of Grant, after which time this Agreement shall be void and of no further effect, and (b) the Participant remains in Continuous Service from the Date of Grant by the Company through (and including) each Vesting Date, as set forth in Section 2. This Agreement does not confer any right to the Participant (or any other Participant) to be granted RSUs or other Stock Awards in the future under the Plan. 2. Vesting. a. Vesting Without Termination of Continuous Service. One-third of the RSUs shall become nonforfeitable (“Vested”) on each of the first three anniversaries of the Date of Grant, provided that such anniversary date falls on a trading date (defined for this purpose as a date on which the New York Stock Exchange is open for the transaction of business) or, if not, on the next trading date (each a “Vesting Date”), subject to the Participant’s Continuous Service on each Vesting Date. b. Termination of Continuous Service. In the event of the Participant’s termination of Continuous Service for any reason (other than as provided for in this Agreement), all RSUs held by the Participant at the time of his or her termination of Continuous Service shall be forfeited, without any consideration or payment whatsoever to the Participant. c. Death or Disability. All RSUs that have not previously Vested shall vest upon the Participant’s termination of Continuous Service as a result of death or Disability. d. Retirement. (i) Without Notice. In the event that a Participant is Retirement eligible on the Date of Grant or becomes Retirement eligible during the Period of Restriction, the Participant will vest in RSUs that have not previously vested upon the Participant’s Retirement provided that the Participant has remained in Continuous Service from the Grant Date through at least the one year anniversary of the Grant Date (for Participants who are not non- employee directors) or at least to the date of the next regularly scheduled annual stockholders meeting (for Participants who are non-employee directors). Except as otherwise provided for in this Agreement, if the Participant terminates Continuous Service as a result of Participant’s Retirement before the first anniversary of the Grant Date or the next regularly scheduled annual stockholders meeting, as applicable, all unvested RSUs subject to the grant will be forfeited to the Company.

 
NAI-1542136825v4 3 (ii) With Notice / Retirement Eligible Termination. If the Participant is eligible for Retirement and (A) provides or has provided at least six (6) months’ notice of Participant’s intent to retire (“Notice”) or (B) the Participant’s Continuous Service is terminated for any reason, other than by the Company for Cause or as a result of a voluntary termination without Good Reason (if defined in the Participant’s employment or service agreement between the Participant and the Company or any of its Affiliates) or Company consent, all RSUs shall become Vested on the date the Participant’s Continuous Service is terminated. e. Change of Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change of Control of the Company prior to the last Vesting Date and prior to the Participant’s termination of Continuous Service, all RSUs shall become Vested, subject to applicable federal and state securities laws. f. No Fractional RSUs. If, on any Vesting Date, the vesting schedule would result in the vesting of a fraction of an RSU, such fraction shall be rounded to a whole RSU in a manner acceptable to management or any independent third party administering any terms of the Plan for the Company. 3. Timing of Payout. a. No Termination of Continuous Service. Shares of Common Stock attributable to the number of RSUs that become Vested on each Vesting Date shall be delivered to the Participant within sixty (60) days following such Vesting Date. b. Death or Disability. In the event the Participant dies or becomes Disabled prior to any Vesting Date, shares of Common Stock attributable to the number of Vested RSUs shall be delivered to the Participant within sixty (60) days following the date of such death or Disability. c. Change of Control. In the event of a Change of Control, shares of Common Stock attributable to any RSUs that become Vested upon a Change of Control pursuant to Section 2(e) hereof shall be delivered to the Participant within sixty (60) days following the date of the Change of Control; provided, however, that with respect to payments subject to Section 409A of the Code, payment shall only be made upon a “Change in Control” event within the meaning of Section 409A of the Code. To the extent necessary to comply with Section 409A of the Code and to the extent any RSUs are vested for purposes of Section 409A of the Code, shares will be delivered to the Participant within thirty (30) days following either a Change in Control which constitutes a “Change in Control” event within the meaning of Section 409A of the Code or a separation from service with occurs within 2 years after such Change in Control. d. Retirement / Retirement Eligible Termination. In the event the Participant terminates Continuous Service as set forth in Section 2(d), shares of Common Stock attributable to the number of RSUs that would otherwise vest on each Vesting Date shall be delivered to the Participant within sixty (60) days following each such Vesting Date as if the Participant had remained in Continuous Service; provided,

 
NAI-1542136825v4 4 however, that such termination of Continuous Service also constitutes a “separation from service” within the meaning of Section 409A of the Code. By way of example, if a Participant who received a grant of RSUs (scheduled to vest one-third on each of the first three anniversaries of the grant date) on December 1, 2024 terminates Continuous Service by reason of Retirement on December 2, 2025 after providing at least six (6) months’ Notice, then the remaining outstanding RSUs will vest and be settled according to the original vesting schedule on December 1, 2026 and December 1, 2027. e. Specific Payment Date. The Committee shall determine on what date within the sixty (60) day payment period described above actual payment shall be made. 4. Form of Settlement. Vested RSUs will be settled solely in the form of shares of Common Stock or such other security as Common Stock shall be converted into in the future. The Participant shall be issued one share of Common Stock (or such other number of securities into which the Common Stock is converted upon a Change of Control as the Committee shall determine in good faith) for each Vested RSU. 5. Voting Rights and Dividends. Until such time as the RSUs are settled in shares of Common Stock, the Participant shall not have voting rights or receive dividends in connection with the RSUs. Further, no dividends shall be paid on any of the RSUs. 6. Restrictions on Transfer. Unless and until actual shares of Common Stock are received upon settlement of the RSUs, RSUs granted pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of RSUs is made, or if any attachment, execution, garnishment or lien shall be issued against or placed upon the RSUs, the Participant’s right to such RSUs shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse. 7. Recapitalization. In the event of any change in the capitalization of the Company such as a stock split or corporate transaction such as any merger, consolidation, separation or otherwise, the number and class of RSUs subject to this Agreement shall be equitably adjusted by the Committee, as set forth in the Plan, to prevent dilution or enlargement of rights. 8. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and shall be effective only when filed by the Participant in writing with the Secretary of the Company during his or her lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate. 9. Continuation of Employment. This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate

 
NAI-1542136825v4 5 the Participant’s employment at any time. For purposes of this Agreement, “Termination of Employment” shall mean termination or cessation of the Participant’s employment with the Company and its Subsidiaries for any reason (or no reason), whether the termination of employment is instituted by the Participant or the Company or a Subsidiary, and whether the termination of employment is with or without cause. 10. Non-Competition. Participant agrees that, for a period of one (1) year following Participant’s Termination of Employment (the “Restricted Period”), Participant will not engage, directly or indirectly, whether on behalf of Participant or another person, entity, business or enterprise, in any activities which are the same as, or substantially similar to, activities Participant performed for or on behalf of the Company and which compete with the Business of the Company in the Territory (the “Competitive Services”). For purposes of this Agreement, “Business” means (a) the manufacturing, marketing, distribution, or sale of water and energy infrastructure technology, products, or services, including but not limited to products or services used in the transmission, distribution, and measurement of water; or (b) any similar activities conduct, authorized, offered, provided, or proposed to be conducted by the Company within two (2) years prior to Participant’s Termination of Employment. In addition, for the purposes of this Agreement, “Territory” means the geographic area where Participant worked, represented the Company, or had Material Contact (as defined below) with the Company’s customers or potential customers during Participant’s employment with the Company or for which Participant had responsibilities on behalf of the Company during the two (2)-year period prior to Participant’s Termination of Employment. The Participant acknowledges and agrees that: (a) The Participant is familiar with the Business of the Company and its Subsidiaries and the commercial and competitive nature of the industry and recognizes that the value of the Company’s business would be injured if the Participant performed the Competitive Services for a person or entity that competes with the Business of the Company; (b) This covenant not to compete is essential to the continued goodwill and profitability of the Company; (c) In the course of employment with the Company or its Subsidiaries, the Participant will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its Subsidiaries, affiliates, and other related entities, and that the Participant’s services will be of special, unique, and extraordinary value to the Company; and (d) The Participant’s skills and abilities should enable him or her to seek and obtain similar employment in a business other than one which competes with the Business of the Company, and the Participant possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this covenant not to compete. Following the Participant’s Termination of Employment with the Company, Participant expects to be able to earn a livelihood without violating the terms of this Agreement.

 
NAI-1542136825v4 6 11. Non-Solicitation of Employees. During the term of the Participant’s employment with the Company or its Subsidiaries and the Restricted Period, the Participant shall not, either on Participant’s own behalf or for any person, entity, business or enterprise within the Territory: (a) solicit any employee of the Company or its Subsidiaries with whom the Participant had material contact during the two (2) years prior to Participant’s Termination of Employment to leave his or her employment with the Company or its Subsidiaries; or (b) induce or attempt to induce any such employee to breach any employment agreement with the Company. 12. Non-Solicitation of Customers. During the term of the Participant’s employment with the Company or its Subsidiaries and the Restricted Period, the Participant shall not directly or indirectly solicit or attempt to solicit any current customer of the Company or any of its Subsidiaries with which the Participant had Material Contact for the purpose of selling or providing any products or services competitive with the Company. For purposes of this Agreement, products or services shall be considered competitive with the Company if such products or services are of the type conducted, authorized, offered, or provided by the Company within two (2) years prior to Participant’s Termination of Employment. For purposes of this Section, “Material Contact” means contact between Participant and such individual (i) with whom or which Participant dealt on behalf of the Company, (ii) whose dealings with the Company were coordinated or supervised by Participant, (iii) about whom Participant obtained Confidential Information in the ordinary course of business as a result of Participant’s association with the Company, or (iv) who receives products or services authorized by the Company, the sale or provision of which results or resulted in possible compensation, commissions or earnings for Participant within the two (2) years prior to the date of Participant’s Termination of Employment. 13. Developments. The Participant agrees that all inventions, improvements, trade secrets, reports, manuals, computer programs, systems, tapes and other ideas and materials developed or invented by him or her during the period of his or her employment with the Company or its Subsidiaries, either solely or in collaboration with others, which relate to the actual or anticipated business or research of the Company or its Subsidiaries, which result from or are suggested by any work the Participant may do for the Company or its Subsidiaries, or which result from use of the Company’s or its Subsidiaries’ premises or the Company’s or its Subsidiaries’ or their customers’ property (collectively, the “Developments”) shall be the sole and exclusive property of the Company and its Subsidiaries. The Participant hereby assigns to the Company his or her entire right and interest in any Developments and will hereafter execute any documents in connection therewith that the Company may reasonably request. This Section does not apply to any inventions that the Participant made prior to his or her employment by the Company or its Subsidiaries, or to any inventions that he or she develops entirely on his or her own time without using any of the Company’s equipment, supplies, facilities or the Company’s or its Subsidiaries’ or their customers’ confidential information and which do not relate to the Company’s or its Subsidiaries’ businesses, anticipated research and Developments or the work he or she has performed for the Company or its Subsidiaries. 14. Non-Disparagement. The Participant agrees that neither during his or her employment nor following his or her Termination of Employment and continuing for so long as the Company or any affiliate, successor or assigns thereof carries on the name or like business

 
NAI-1542136825v4 7 within the Territory, the Participant shall not, directly or indirectly, for himself or herself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise make any statements that are inflammatory, detrimental, slanderous, or materially negative in any way to the interests of the Company or its Subsidiaries or other affiliated entities. Nothing in this Agreement, however, shall limit Participant’s ability to (a) file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state, or local governmental agency or commission (collectively, “Government Agencies”), (b) communicate with any Government Agencies or (c) otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to the Company. 15. Confidentiality and Nondisclosure. The Participant agrees that he or she will not, other than in performance of his or her duties for the Company or its Subsidiaries, disclose or divulge to Third Parties (as defined below) or use or exploit for his or her own benefit or for the benefit of Third Parties any Confidential Information, including trade secrets. For the purposes of this Agreement, “Confidential Information” shall mean confidential and proprietary information, trade secrets, knowledge or data relating to the Company and its Subsidiaries and their businesses, including but not limited to information disclosed to the Participant, or known by the Participant as a consequence of or through employment with the Company or its Subsidiaries, where such information is not generally known in the trade or industry, and where such information refers or relates in any manner whatsoever to the business activities, processes, services, or products of the Company or its Subsidiaries; business and development plans (whether contemplated, initiated, or completed); mergers and acquisitions; pricing information; business contacts; sources of supply; customer information (including customer lists, customer preferences, and sales history); methods of operation; results of analysis; customer lists (including advertising contacts); business forecasts; financial data; costs; revenues; information maintained in electronic form (such as e-mails, computer files, or information on a cell phone, smart phone, or other personal data device); and similar information. Confidential Information shall not include any data or information in the public domain, other than as a result of a breach of this Agreement. The provisions of this paragraph shall apply to the Participant at any time during his or her employment with the Company or its Subsidiaries and for a period of two (2) years following his or her Termination of Employment or, if the Confidential Information is a trade secret, such longer period of time as may be permitted by controlling trade secret laws. The Participant acknowledges and agrees that the Confidential Information is necessary for the Company’s ability to compete with its competitors. The Participant further acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information recited herein are in addition to, and not in lieu of, any rights or remedies that the Company or a Subsidiary may have available pursuant to the laws of the State of Delaware to prevent the disclosure of trade secrets or proprietary information, including but not limited to the Delaware Uniform Trade Secrets Act, 6 Del. Code Ann. §2001, et seq. The Participant agrees that this non-disclosure obligation may extend longer than two (2) years following his or her Termination of Employment as to any materials or information that constitutes a trade secret under the Delaware Uniform Trade Secrets Act.

 
NAI-1542136825v4 8 Participant is hereby notified that under the Defend Trade Secrets Act of 2016: (a) no individual shall be held criminally or civilly liable under federal or state law for the disclosure of a trade secret that is: (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (b) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. For purposes of this Agreement, “Third Party” or “Third Parties” shall mean persons, sole proprietorships, firms, partnerships, limited liability partnerships, associations, corporations, limited liability companies, and all other business organizations and entities, excluding the Participant and the Company. The Participant agrees to take all reasonable precautions to safeguard and prevent disclosure of Confidential Information to unauthorized persons or entities. 16. Intellectual Property. The Participant agrees that he or she has no right to use for the benefit of the Participant or anyone other than the Company or its Subsidiaries, any of the copyrights, trademarks, service marks, patents, and inventions of the Company or its Subsidiaries. 17. Injunctive Relief. The Participant and the Company recognize that breach of the provisions of this Agreement restricting the Participant’s activities would give rise to immediate and irreparable injury to the Company that is inadequately compensable in damages. In the event of a breach or threatened breach of the restrictions contained in this Agreement regarding noncompetition, nonsolicitation of employees, nonsolicitation of customers, Developments, non-disparagement, confidentiality and nondisclosure of Confidential Information, and intellectual property (collectively, the “Covenants”), the Participant agrees and consents that the Company shall be entitled to injunctive relief, both preliminary and permanent, without bond, in addition to reimbursement from the Participant for all reasonable attorneys’ fees and expenses incurred by the Company in enforcing these provisions, should the Company prevail. The Participant also agrees not raise the defense that the Company has an adequate remedy at law. In addition, the Company shall be entitled to any other legal or equitable remedies as may be available under law. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall not preclude the exercise of any other remedy at law or in equity for the same event or any other event. 18. Dispute Resolution; Agreement to Arbitrate. (a) The Participant and the Company agree that final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or relating to this Agreement.

 
NAI-1542136825v4 9 (b) This Section covers all claims and actions of whatever nature, both at law and in equity, including, but not limited to, any claim for breach of contract (including this Agreement), and includes claims against the Participant and claims against the Company and its Subsidiaries and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or limited partners of the Company, to the extent such claims involve, in any way, this Agreement. This Section covers all judicial claims that could be brought by either party to this Agreement, but does not cover the filing of charges with Government Agencies that prohibit waiver of the right to file a charge. (c) The arbitration proceeding will be administered by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, taking into account the need for speed and confidentiality. The Arbitrator shall be an attorney or judge with experience in contract litigation and selected pursuant to the applicable rules of the American Arbitration Association. (d) The place and situs of arbitration shall be Wilmington, Delaware (or such other location as may be mutually agreed to by the parties). The Arbitrator may adopt the Commercial Arbitration Rules of the American Arbitration Association, but shall be entitled to deviate from such rules in the Arbitrator’s sole discretion in the interest of a speedy resolution of any dispute or as the Arbitrator shall deem just. The parties agree to facilitate the arbitration by (a) making available to each other and to the Arbitrator for inspection and review all documents, books and records as the Arbitrator shall determine to be relevant to the dispute, (b) making individuals under their control available to other parties and the Arbitrator and (c) observing strictly the time periods established by the Arbitrator for the submission of evidence and pleadings. The Arbitrator shall have the power to render declaratory judgments, as well as to award monetary claims, provided that the Arbitrator shall not have the power to act (i) outside the prescribed scope of this Agreement, or (ii) without providing an opportunity to each party to be represented before the Arbitrator. (e) The Arbitrator’s award shall be in writing. The Arbitrator shall allocate the costs and expenses of the proceedings between the parties and shall award interest as the Arbitrator deems appropriate. The arbitration judgment shall be final and binding on the parties. Judgment on the Arbitrator’s award may be entered in any court having jurisdiction. (f) The Participant and the Company agree and understand that by executing this Agreement and agreeing to this Arbitration provision, they are giving up their rights to trial by jury for any dispute related to this Agreement. 19. Clawback. The Participant acknowledges and agrees that the Participant’s rights with respect to the RSUs are subject to the Company’s Incentive Compensation Recovery Policy

 
NAI-1542136825v4 10 and Supplement Compensation Recovery Policy or similar policies or Applicable Law, as set forth in Section 10.3 of the Plan. a. In the event of a breach of this Agreement by the Participant or a material breach of Company policy (including the Company’s Clawback Policy as in effect from time to time) or laws or regulations that could result in a termination for cause (whether or not the Participant is terminated), then the RSUs granted hereby shall be void and of no effect, unless the Committee determines otherwise. b. In the event of financial impropriety by the Participant that results in a restatement of the financial statements of the Company for any applicable period (the “Applicable Period”), as determined by the Audit Committee or the Company’s independent registered public accounting firm; then, if the award granted hereby is made during the Applicable Period or within 90 days after the end of such Applicable Period, the number of RSUs granted hereunder shall be reduced by a fraction: (i) The numerator of which is the amount of operating income decline for the Applicable Period caused by such restatement or breach, and (ii) The denominator of which is the amount of operating income previously determined for the Applicable Period, or if the breach does not result in a decrease in the amount of operating income, the fraction shall be 50%. If RSUs have already vested under this Agreement, then the reduction contemplated by this Section 19(b) shall be applied first to the remaining RSUs that have not vested, pro rata, and second to the vested shares and the Participant shall repay the Company by forfeiting to the Company a number of excess shares received that would have exceeded the amount granted hereby, to be taken from the most recent vesting of RSUs or, if such shares have been sold, the proceeds received from the sale of such shares that would otherwise have been forfeited. As an example of the foregoing, assume the Participant is granted an award of 300 RSUs on December 1, 2018, which vest equally on December 1, 2019, December 1, 2020 and December 1,2021. If the Company discovers a breach or financial impropriety by the Participant on June 30, 2020, which leads to a 50% decrease in operating income for the 2018 fiscal year and which could not result in termination for Cause, then the award granted would be reduced to 150 RSUs, and the reduction would be applied equally to the remaining RSUs, which would mean that the 100 RSUs vesting on December 1, 2020 would be reduced by 75 to 25 RSUs and the 100 remaining RSUs vesting on December 1, 2021 would be reduced by 75 to 25 RSUs. If the Company discovers a breach or financial impropriety by the Participant on June 30, 2021, which leads to a 50% decrease in operating income for the 2018 fiscal year and which could not result in termination for Cause, then the award

 
NAI-1542136825v4 11 granted would be reduced to 150 RSUs, which would be applied to the remaining RSUs, which would mean that the 100 RSUs vesting on December 1, 2021 would be reduced by 100 RSUs to 0 RSUs and the Participant would forfeit 50 shares to the Company, taken from the most recent vesting on December 1, 2020, or if such shares had been sold, the Participant would pay to the Company the proceeds received from the sale of those 50 shares. c. In addition to the foregoing, if the Participant has realized any profits from the sale of other Company’s securities during the 12-month period prior to the discovery of breach or financial impropriety referred to above, the Participant shall reimburse the Company for those profits to the extent required by the Company’s Clawback Policy. d. The Company shall have the right to offset future compensation, including, at its sole discretion, stock compensation, to recover any amounts that may be recovered by the Company hereunder. e. The provisions of this Section 19 are supplemental to the Participant’s obligations under, and the rights and remedies of the Company set forth in, any applicable compensation, clawback, recoupment or similar policies as may be adopted by the Company or its Affiliates in effect from time to time, including, without limitation, the Mueller Water Products, Inc. Incentive Compensation Recovery Policy, as the same may be amended or supplemented from time to time or any successor thereto (referred to hereinabove as the “Clawback Policy”), the provisions of which are hereby incorporated by reference. However, in the event any provision of this Section 19 is determined to be in conflict or inconsistent with any provision of the Clawback Policy, the provision of this Section 19 or the Clawback Policy, as the case may be, imposing the greater obligation on the Participant or, to the extent applicable, granting the greater rights and remedies to the Company shall control. Participant acknowledges having been provided with a copy of the Clawback Policy as in effect on the Date of Grant. 20. Miscellaneous. a. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, under any blue sky or state securities laws applicable to such shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. b. The Committee may terminate, amend or modify the Plan and this Agreement under the terms of and as set forth in the Plan.

 
NAI-1542136825v4 12 c. The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy any tax withholding requirement, in whole or in part, by having the Company withhold shares of Common Stock having an aggregate Fair Market Value on the date the tax is to be determined, equal to the amount required to be withheld, subject to the restrictions imposed by applicable securities laws and Company policies regarding trading in its shares. The Company shall have the power and the right to deduct or withhold from the Participant’s compensation, or require him or her to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA or similar obligation), domestic or foreign, required by law to be withheld with respect to any payout to him or her under this Agreement. d. The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement. e. This Agreement shall be subject to Applicable Laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. f. Except as provided in the third paragraph of this Agreement, this Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the RSUs granted hereunder. Except as provided in the third paragraph of this Agreement, this Agreement and the Plan supersede any prior agreements, commitments or negotiations concerning the RSUs granted hereunder. g. All rights and obligations of the Company under the Plan and this Agreement, shall inure to the benefit of and be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. h. To the extent not preempted by the laws of the United States, the laws of the State of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws. i. The Participant acknowledges and agrees that the Covenants and other provisions contained herein are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and Confidential Information of the Company. The Company and the Participant agree that the invalidity or unenforceability of any one or more of the Covenants, other provisions, or parts thereof of this Agreement shall not affect the validity or enforceability of the other Covenants, provisions, or parts thereof, all of which are inserted conditionally on their being valid in law, and in the event one or more Covenants, provisions, or parts thereof contained herein shall be invalid, this Agreement shall be construed as if such invalid Covenants, provisions, or parts thereof had not been inserted. The Participant and the Company agree that the Covenants and other provisions contained in this Agreement are severable and

 
NAI-1542136825v4 13 divisible, that none of such Covenants or provisions depend on any other Covenant or provision for their enforceability, that each such Covenant and provision constitutes an enforceable obligation between the Company and the Participant, that each such Covenant and provision shall be construed as an agreement independent of any other Covenant or provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such Covenant or provision. j. If any of the provisions contained in this Agreement relating to the Covenants or other provisions contained herein, or any part thereof, are determined to be unenforceable because of the length of any period of time, the size of any area, the scope of activities or similar term contained therein, then such period of time, area, scope of activities or similar term shall be considered to be adjusted to a period of time, area, scope of activities or similar term which would cure such invalidity, and such Covenant or provision in its reduced form shall then be enforced to the maximum extent permitted by Applicable Law. k. This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be construed accordingly. To the extent that any amount or benefit that constitutes nonqualified deferred compensation under Section 409A of the Code, and that is not exempt under Section 409A, is otherwise payable or distributable to him or her on account of separation from service (within the meaning of Section 409A of the Code) while he or she is a specified employee (within the meaning of Section 409A of the Code), such amount or benefit shall be settled or distributed on the later of time for payment described in Section 3 of this Agreement and that date which is six (6) months after the date of such separation from service. l. The parties agree that the mutual promises and covenants contained in this Agreement constitute good and valuable consideration. [End of Page]

 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the Date of Grant. Mueller Water Products, Inc. By: ___________________________________ Marietta Edmunds Zakas Chief Executive Officer ATTEST: ____________________________________ __________________________________ Participant

 
NAI-1542136828v2 1 Mueller Water Products, Inc. Notice Of Stock Option Grant Unless otherwise defined herein, all capitalized terms in this Notice of Stock Option Grant (“Notice of Grant”) shall have the meanings ascribed to them in the Mueller Water Products, Inc. Third Amended and Restated 2006 Stock Incentive Plan (the “Plan”). [Participant Name] [Address Line 1] [Address Line 2] The person named above (the “Optionholder”) has been granted an option (the “Option”) to purchase shares of Common Stock (“Shares”) of Mueller Water Products, Inc. (the “Company”), subject to the terms and conditions of the Plan, this Notice of Grant, and the Stock Option Agreement (attached as Exhibit A), as follows: Date of Grant: Exercise Price per Share: $ Total Number of Shares Granted: Type of Option: Nonstatutory Stock Option Term/Expiration Date: Not later than [insert date that is 10 years from date of grant] Payment: By one or a combination of the following items (as described in greater detail in the Stock Option Agreement and the Plan): • By cash or check • By a “same day sale” arrangement • By delivery of other Shares Vesting Schedule: This Option will vest and may be exercised, in whole or in part, to the extent vested in accordance with the following schedule: - Vesting Without Termination of Continuous Service. One-third of the Shares subject to the Option shall vest and become exercisable on each of the first three anniversaries of the Date of Grant, provided that such anniversary date falls on a trading date (defined for this purpose as a date on which the New York Stock

 
NAI-1542136828v2 2 Exchange is open for the transaction of business) or, if not, on the next trading date (each, a “Vesting Date”), subject to the Optionholder’s Continuous Service on each such date. - No Fractional Shares. If, on any Vesting Date, the vesting schedule would result in the vesting of a fraction of a Share, such fraction shall be rounded to the nearest whole Share in a manner acceptable to management or any independent third party administering any terms of the Plan for the Company. - Termination of Continuous Service. In the event the Optionholder terminates Continuous Service for any reason before a Vesting Date (other than as set forth below in “Death or Disability.” “Change of Control” or “Retirement”), all unvested Shares subject to the Option shall be forfeited to the Company and the portion of the Option attributable to such unvested Shares subject to the Option will lapse and terminate and shall not be exercisable by any Person. - Death or Disability. All Shares subject to the Option that have not previously vested shall vest and become exercisable upon the Optionholder’s termination of Continuous Service as a result of death or Disability. - Retirement Without Notice. In the event that an Optionholder is Retirement eligible on the Date of Grant or becomes Retirement eligible before a vesting date, the Optionholder will vest in shares of Common Stock subject to the Option that have not previously vested upon the Optionholder’s Retirement provided that the Optionholder has remained in Continuous Service from the Grant Date through at least the first anniversary of the Grant Date (for Optionholders who are not non- employee directors) or at least to the date of the next regularly scheduled annual stockholders meeting (for Optionholders who are non-employee directors). If an Optionholder who is not a non-employee director terminates Continuous Service as a result of Optionholder’s Retirement before the first anniversary of the Grant Date or an Optionholder who is a non-employee director terminates Continuous Service before the next regularly scheduled annual stockholders meeting, the portion of the Option attributable to any unvested shares will lapse and terminate and shall not be exercisable by any Person. - Retirement With Notice / Retirement Eligible Termination. Notwithstanding anything in the immediately preceding paragraph (entitled “Retirement Without Notice”), if the Participant is eligible for Retirement and (A) provides or has provided at least six (6) months’ notice of Participant’s intent to retire (“Notice”) or (B) the Participant’s Continuous Service is terminated for any reason, other than by the Company for Cause or as a result of a voluntary termination without Good Reason (if defined in the Participant’s employment or service agreement between the Participant and the Company or any of its Affiliates) , all Shares subject to the Option shall become Vested on the date the Participant’s Continuous Service is terminated.

 
NAI-1542136828v2 3 The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Notice of Grant, the Stock Option Agreement, and the Plan, both of which are made a part of this document. The Optionholder has reviewed the Plan, the Notice of Grant and the Stock Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing the Notice of Grant. Optionholder further acknowledges that as of the Date of Grant, this Notice of Grant, the Stock Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the Option and supersede all prior oral and written agreements on that subject except (i) with respect to options previously granted and delivered to Optionholder by the Company, and (ii) if the Option granted hereunder is subject to another written Company-related severance plan or program, or any employment or similar written agreement between the Company and Optionholder (collectively, “Modifying Agreement”), the terms and conditions of the Modifying Agreement shall completely supersede and replace any conflicting or inconsistent terms of this Agreement: By signing the Notice of Grant, the Optionholder agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of Grant and the Option Agreement. OPTIONHOLDER: MUELLER WATER PRODUCTS, INC. ___________________________________ (Name) ___________________________________ (Signature) ___________________________________ (Signature) ___________________________________ (Date) Marietta Edmunds Zakas, Chief Executive Officer

 
NAI-1542136828v2 4 EXHIBIT A MUELLER WATER PRODUCTS, INC. STOCK OPTION AGREEMENT 1. Grant of Option. The Company hereby grants to the Optionholder named in the Notice of Grant attached to this Agreement (the “Optionholder”) an option (the “Option”) to purchase the number of shares of Common Stock (“Shares”) of the Company, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Amended and Restated 2006 Stock Incentive Plan (“Plan”), which is incorporated by reference into this Stock Option Agreement (the “Option Agreement”), the Option Agreement and the Notice of Grant. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail. Optionholders who are not non-employee directors must accept this Option no later than ninety (90) days following the Date of Grant set forth in the Notice of Grant, after which time the Option and this Option Agreement shall be void and of no further effect. 2. Exercise of Option. a. Right to Exercise. This Option is exercisable during its term in accordance with the vesting schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement. b. Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan and the Option Agreement. The Exercise Notice shall be completed by the Optionholder and delivered to the Company’s Stock Plan Administrator, as designated by the Company from time to time. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. The Optionholder shall also be required to make adequate provision for all withholding taxes relating to the exercise of the Option as a condition to the exercise of the Option. This Option shall be deemed to be exercised only upon receipt by the Company of such fully executed Exercise Notice accompanied by the payment of such aggregate Exercise Price and arrangement for the adequate provision for the withholding taxes relating to the exercise. c. Compliance. No Shares shall be issued pursuant to the exercise of this Option unless such issuance, exercise and the method of payment of consideration for such Shares complies with Applicable Law. This Option may not be exercised for a fraction of a Share. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionholder on the date

 
NAI-1542136828v2 5 the Option is exercised with respect to such Exercised Shares. Notwithstanding the foregoing, the Company shall not be liable to the Optionholder for damages relating to any delays in issuing the certificates for the Exercised Shares to the Optionholder, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. 3. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionholder: a. cash or check; b. consideration received by the Company under a “same day sale” program implemented by the Company in connection with the Plan; or c. by delivery to the Company of other Shares; provided, however, that if the Exercise Price of Shares acquired pursuant to this Option is paid by delivery to the Company of other Shares acquired, directly or indirectly from the Company, the Exercise Price shall be paid only by Shares that have been held by the Optionholder for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). The Optionholder may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares. 4. Period for Exercise. Subject to the provisions of the Plan, the Notice of Grant and this Option Agreement, the Optionholder may exercise this Option as to any vested Shares subject to the Option at any time prior to the earliest to occur of the following: a. the Term/Expiration Date set forth in the Notice of Grant; b. ninety (90) days following the date of the Optionholder’s termination of Continuous Service by the Company without Cause (other than as a result of death, Retirement or Disability) or by the Optionholder for any reason (other than as a result of Retirement); and c. one (1) year following the date of the Optionholder’s termination of Continuous Service as a result of death or Disability; d. two (2) years following the date of the Optionholder’s termination of Continuous Service as a result of Retirement; e. the date of the Optionholder’s termination of Continuous Service by the Company for Cause. 5. Non-Transferability of Option. This Option may not be transferred in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionholder only by the Optionholder. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionholder.

 
NAI-1542136828v2 6 6. Lock-Up. By exercising the Option, the Optionholder agrees that the Company (or a representative of the underwriter(s)) may, in connection with an underwritten registration of the offering of any equity securities of the Company under the Securities Act require that the Optionholder not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Shares or other securities of the Company held by the Optionholder, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Securities Act. The Optionholder further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to Shares until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this section and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 7. Entire Agreement; Governing Law. The Plan and the Notice of Grant are incorporated herein by reference. Except as expressly set forth in the Notice of Grant, the Plan, the Notice of Grant and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionholder with respect to the subject matter hereof. The Company may amend the terms of the Option; provided that the rights under any Option shall not be materially impaired by any such amendment except by means of a writing signed by the Company and the Optionholder. The Option is governed by the law of the State of Delaware, without regard to the principles of conflicts of law. 8. NO GUARANTEE OF CONTINUED SERVICE. THE OPTIONHOLDER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, DIRECTOR, OR CONSULTANT AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). THE OPTIONHOLDER FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, DIRECTOR, OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE OPTIONHOLDER’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONHOLDER’S RELATIONSHIP (I) AS AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE; (II) AS A CONSULTANT PURSUANT TO THE TERMS OF OPTIONHOLDER’S AGREEMENT WITH THE COMPANY OR AN AFFILIATE; OR (III) AS A DIRECTOR PURSUANT TO THE BYLAWS OF THE COMPANY, AND ANY APPLICABLE PROVISIONS OF THE CORPORATE LAW OF THE STATE OR OTHER JURISDICTION IN WHICH THE COMPANY IS DOMICILED, AS THE CASE MAY BE.

 
NAI-1542136828v2 7 MUELLER WATER PRODUCTS, INC. THIRD AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN EXERCISE NOTICE Mueller Water Products, Inc. 1200 Abernathy Road Atlanta, GA 30328 Attention: Stock Plan Administrator 1. Exercise of Option. Effective as of today, ______________ __, 20__, the undersigned ("Purchaser") hereby elects to purchase ______________ shares (the "Shares") of the Common Stock of Mueller Water Products, Inc. (the "Company") under and pursuant to the Amended and Restated 2006 Stock Incentive Plan (the "Plan") and the Notice of Stock Option Grant and Stock Option Agreement dated ___________ ___, 20__ (the "Option Agreement") with the Grant Number __________. The total purchase price for the Shares shall be $______, as required by the Option Agreement. 2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price for the Shares in the form of: □ Cash or check in the amount of $_________, with any checks made payable to Mueller Water Products, Inc. □ Irrevocable instructions to sell Shares acquired upon exercise in accordance with the terms of the Company's "same day sale" program. □ ____________ Shares, with a fair market value of $__________, as to which I am attesting ownership pursuant to the form of Tender of Already-Owned Shares by Attestation of Share Ownership Rather than Physical Delivery of Shares attached hereto as Attachment 2 (as further described in Attachment 1, Exercise via Attestation). 3. Tax Withholding. Purchaser has contacted the Company's Stock Plan Administrator to confirm that the tax withholding due upon exercise of the Option is $__________. 4. Representations of Purchaser. a. Purchaser has received, read and understood the Plan, the Notice of Grant and the Option Agreement and agrees to abide by and be bound by their terms and conditions. b. Purchaser agrees: (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan and (ii) to provide for the payment by

 
NAI-1542136828v2 8 Purchaser to the Company (in the manner designated by the Company) of the Company's withholding obligation, if any, relating to the exercise of this Option. c. Purchaser hereby makes the following certifications and representations with respect to the Shares, which are being acquired by the Purchaser for his or her own account (or otherwise in compliance with applicable law) upon exercise of the Option as set forth above: (i) If Purchaser is an officer and/or director of the Company, Purchaser has contacted the Company's Stock Plan Administrator to determine whether he or she is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and if so: • Purchaser has reviewed his or her transactions relative to Section 16 of the Exchange Act ("Section 16"); • The Company has informed the Purchaser that the grant of the Option is exempt from Section 16(b) of the Exchange Act either because (i) it was approved by the Committee or a committee duly authorized by the Committee pursuant to the rules issued under Section 16, or (ii) Purchaser has held the Option for six (6) months or more, and, therefore, this transaction may not be matched with a non-exempt purchase; and • Purchaser understands that the filing of a Form 4 with the U.S. Securities and Exchange Commission may be required because of this transaction. (ii) Purchaser understands that if he or she is an officer and/or director of the Company, Purchaser may be deemed an "affiliate" of the Company and is therefore subject to certain of the conditions set forth in Rule 144 of the Securities Act. (iii) Purchaser further acknowledges that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to Applicable Law. Purchaser agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of his or her option documents and the Plan, to all of which the Purchaser hereby expressly assents. This agreement shall inure to the benefit of and be binding upon the Purchaser's heirs, executors, administrators, successors and assigns. (iv) If Purchaser is selling some or all of these Shares in accordance with the terms of the Company's "same day sale" program, Purchaser does not have access to, nor is Purchaser aware of, any nonpublic, material information

 
NAI-1542136828v2 9 regarding the Company that could or has influenced his or her decision to sell these Shares. (v) Purchaser further acknowledges that he or she has received a copy of the prospectus prepared by the Company, which provides information regarding the Company, the Plan and the Shares. (vi) Purchaser represents that he or she is entitled to exercise the Option with respect to the number of Shares that the Purchaser wishes to purchase hereby. d. Purchaser agrees that, if required by the Company (or a representative of the underwriters) in connection with an underwritten registration of the offering of any equity securities of the Company under the Securities Act, or the similar laws of a foreign jurisdiction, Purchaser will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Shares or other securities of the Company held by Purchaser, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Securities Act. Purchaser further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares until the end of such period. 5. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired shall be issued to the Optionholder as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in the Plan. 6. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 7. Entire Agreement; Governing Law. The Plan, the Notice of Grant and Option Agreement are incorporated herein by reference. This agreement, the Plan, the Notice of Grant and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be

 
NAI-1542136828v2 10 modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the law of the State of Delaware. 8. Clawback. The Optionholder acknowledges and agrees that the Optionholder's rights with respect to the Option are subject to the Company's Incentive Compensation Recovery Policy and Supplement Compensation Recovery Policy or similar policies or Applicable Law, as set forth in Section 10.3 of the Plan. Submitted by: Accepted by: PURCHASER: MUELLER WATER PRODUCTS, INC. ___________________________________ (Signature) ___________________________________ (Signature) ___________________________________ (Print Name) ___________________________________ (Print Name) Address: ___________________________________ ___________________________________ ___________________________________ (Date Executed) ___________________________________ (Date Received)

 

Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Marietta Edmunds Zakas, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Mueller Water Products, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: February 5, 2026
/s/  Marietta Edmunds Zakas
Marietta Edmunds Zakas
Chief Executive Officer

Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Melissa Rasmussen, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Mueller Water Products, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: February 5, 2026
/s/ Melissa Rasmussen
Melissa Rasmussen
Chief Financial Officer

Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the accompanying Quarterly Report on Form 10-Q of Mueller Water Products, Inc. (the “Company”) for the quarter ended December 31, 2025 (the “Report”), I, Marietta Edmunds Zakas, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 5, 2026
                                                                                     
/s/ Marietta Edmunds Zakas
Marietta Edmunds Zakas
Chief Executive Officer

Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the accompanying Quarterly Report on Form 10-Q of Mueller Water Products, Inc. (the “Company”) for the quarter ended December 31, 2025 (the “Report”), I, Melissa Rasmussen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: February 5, 2026                    
    
/s/ Melissa Rasmussen
Melissa Rasmussen
Chief Financial Officer