XML 33 R19.htm IDEA: XBRL DOCUMENT
v3.25.3

Stock-based Compensation Plans | 12 Months Ended
--- | ---
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Share-based Payment Arrangement [Text Block] | Stock-based Compensation Plans Stock-based compensation expense was $15.1 million, $14.1 million and $11.1 million in the years 2025, 2024 and 2023, respectively, and is recorded within Selling, general and administrative costs within our consolidated statements of operations. The total income tax benefit recognized for stock-based compensation expense was $3.6 million, $4.0 million and $2.3 million in the years 2025, 2024 and 2023, respectively. We excluded 368,384, 270,547 and 779,150 stock-based instruments from the calculation of diluted earnings per share for 2025, 2024 and 2023, respectively, because the effect of including them would have been antidilutive. As of September 30, 2025, there was approximately $11.0 million of unrecognized compensation expense related to stock-based awards not yet vested. We expect to recognize this expense over a weighted average life of approximately 1.4 years. The Mueller Water Products, Inc. 2006 Stock Incentive Plan (“2006 Plan”) authorizes an aggregate of 23,800,000 shares of common stock that may be granted through the issuance of stock-based awards. Any awards canceled are available for reissuance. Generally, all of our employees and members of our Board of Directors are eligible to participate in the 2006 Plan. As of September 30, 2025, 6,740,076 shares of common stock were available for future grants of awards under the 2006 Plan. This total assumes that the maximum number of shares will be earned for awards for which the final number of shares to be earned has not yet been determined. An award granted under the 2006 Plan vests at such times and in such installments as set by the Compensation and Human Resources Committee of our Board of Directors (“Compensation Committee”), but no award will be exercisable after the 10-year anniversary of the date on which it is granted. Management expects some instruments will be forfeited prior to vesting. Grants to members of our Board of Directors are expected to vest fully. Based on historical forfeitures, we expect certain grants to employees to be forfeited at an annual rate of 2%. Restricted Stock Units. Depending on the specific terms of each award, restricted stock units generally vest ratably over the life of the award, usually three years, on each anniversary date of the original grant. Compensation expense for restricted stock units is recognized between the grant date and the vesting date (or the date on which a participant becomes retirement-eligible, if sooner) on a straight-line basis for each tranche of each award. Fair values of restricted stock units are determined using the closing price of our common stock on the respective grant date. Restricted stock unit activity under the 2006 Plan is summarized below:
| Restricted stock units |  | Weighted average grant date fair value per unit
Outstanding as of September 30, 2022 | 358,732 |  |  | $ | 12.77 |
Granted | 625,518 |  |  | 12.78 |
Vested | (301,864) |  |  | 12.83 |
Cancelled | (109,103) |  |  | 12.00 |
Outstanding as of September 30, 2023 | 573,283 |  |  | 12.88 |
Granted | 301,908 |  |  | 14.91 |
Vested | (367,315) |  |  | 12.99 |
Cancelled | (54,080) |  |  | 12.85 |
Outstanding as of September 30, 2024 | 453,796 |  |  | 14.15 |
Granted | 194,334 |  |  | 26.13 |
Vested | (283,026) |  |  | 13.81 |
Cancelled | (10,770) |  |  | 18.55 |
Outstanding as of September 30, 2025 | 354,334 |  |  | $ | 20.85 |
The total fair value of restricted stock units that vested during the year was $7.3 million for 2025, and $4.7 million for both 2024 and 2023, based on the weighted-average fair value on the vesting date. Performance-Based Awards. Our performance-based awards consist of performance-based restricted stock units (“PRSUs”). PRSUs represent a target number of units that may be paid out at the end of a multi-year award cycle consisting of annual performance periods coinciding with our fiscal years. As determined at the date of award, PRSUs may settle in cash-value equivalent of, or directly in, shares of our common stock. Settlement will range from zero to two times the number of PRSUs granted, depending on our financial performance against predetermined targets. The grant date for each year’s performance period is set when the Compensation Committee establishes performance goals for the period, normally within 90 days of the beginning of each performance period. At the end of the performance period, the Compensation Committee confirms performance against the applicable performance targets. PRSUs do not convey voting rights or earn dividends. PRSUs vest on the last day of an award cycle, unless vested sooner as a result of a “Change of Control” of the Company, or the death, disability or retirement of a participant. We recognize compensation expense for stock-settled PRSUs starting on the first day of the applicable performance period and ending on the respective vesting dates. We base the recognized compensation expense upon the number of units awarded for each performance period, the closing price of our common stock on the grant date and the estimated performance factor. In 2025 and 2024, no shares vested related to PRSUs. In 2023, 163,999 shares vested related to PRSUs. Stock-settled PRSUs activity under the 2006 Plan is summarized below:
Award date |  | Settlement year |  | Performance period |  | Grant date per unit fair value |  | Units awarded |  | Units forfeited |  | Net units |  | Performance factor |  | Shares earned
December 3, 2019 |  | 2023 |  | 2020 |  | $ | 11.26 |  |  | 69,988 |  |  | (2,391) |  |  | 67,597 |  |  | 0.909 |  | 61,446 |
|  |  |  | 2021 |  | 11.86 |  |  | 69,989 |  |  | (9,614) |  |  | 60,375 |  |  | 1.161 |  | 70,096 |
|  |  |  | 2022 |  | 13.81 |  |  | 69,988 |  |  | (9,614) |  |  | 60,374 |  |  | 0.700 |  | 42,262 |
November 29, 2022 |  | 2026 |  | 2023-2025 |  | 11.41 |  |  | 166,284 |  |  | (92,550) |  |  | 73,734 |  |  | 2.000 |  | 147,468 |
November 28, 2023 |  | 2027 |  | 2024-2026 |  | 13.22 |  |  | 136,983 |  |  | (30,804) |  |  | 106,179 |  |  | — |  | — |
December 3, 2024 |  | 2028 |  | 2025-2027 |  | 25.58 |  |  | 64,044 |  |  | (1,308) |  |  | 62,736 |  |  | — |  | — |
March 3, 2025 |  | 2028 |  | 2025-2027 |  | $ | 25.19 |  |  | 7,692 |  |  | — |  |  | 7,692 |  |  | — |  | —
Market-Based Awards. Our market-based awards consist of market-based restricted stock units (“MRSUs”). MRSUs represent a target number of units that may be paid out at the end of a three-fiscal year award cycle based on a calculation of our relative total shareholder return (“TSR”) performance as compared with the TSR of a selected peer group. Settlements in our common shares will range from zero to two times the number of MRSUs granted, depending on our TSR performance ranking within the peer group. The fair values of MRSUs are fixed at the date of grant and the related expense is recognized ratably over the vesting period, which is roughly three years from the date of grant. The table below provides information regarding MRSU awards for grants issued during our 2025 fiscal year, which were valued using Monte Carlo simulations on the grant date:
| March 3, 2025 |  | December 3, 2024
Fair value at grant date | $41.24 |  | $38.25
Units granted | 7,692 |  | 64,044
Variables used in determining grant date fair value: |  |  |
Dividend yield | 1.1 | % |  | 1.1 | %
Expected volatility | 31.0 | % |  | 29.8 | %
Risk-free rate | 3.9 | % |  | 4.1 | %
Expected term (in years) | 2.60 |  | 2.80
The expected volatility was based on historical volatility data for the Company and peer group companies considering the expected term. The expected term represents the remaining term from the grant date to the end of the performance period. The risk-free interest rate was based on the U.S. Treasury yield curve considering the expected term. The dividend yield assumption considers the Company’s estimated dividend yield as of the grant date and dividends were treated as re-invested in the Monte Carlo simulation analysis for purposes of measuring TSR performance. Stock Options. Stock options generally vest on each anniversary date of the original grant ratably over three years. Compensation expense attributed to stock options is based on the fair value of the awards on their respective grant dates, as determined using a Black-Scholes model. The assumptions used to determine the grant date fair value are indicated below for grants issued during our 2025 fiscal year:
| March 3, 2025 |  | December 3, 2024
Variables used in determining grant date fair value: |  |  |
Dividend yield | 1.4 | % |  | 1.6 | %
Expected volatility | 36.3 | % |  | 29.9 | %
Risk-free rate | 4.0 | % |  | 4.1 | %
Expected term (in years) | 6.00 |  | 6.00
The expected dividend yield is based on our estimated annual dividend and our stock price history at the grant date. The risk-free interest rate is based on the United States Treasury zero-coupon yield in effect at the grant date with a term equal to the expected term. The expected volatility was based on historical volatility data for the Company considering the expected term. The expected term represents the average period of time the options are expected to be outstanding. Stock option activity under the 2006 Plan is summarized below:
| Options |  | Weighted average exercise price per option |  | Weighted average remaining contractual term (years) |  | Aggregate intrinsic value (millions)
Outstanding as of September 30, 2022 | 1,013,293 |  |  | $ | 12.19 |  |  | 7.7 |  | $ | 0.3 |
Granted | 573,279 |  |  | 11.41 |  |  |  |  |
Exercised | (131,989) |  |  | 9.59 |  |  |  |  | 0.4 |
Cancelled | (327,115) |  |  | 12.16 |  |  |  |  |
Outstanding as of September 30, 2023 | 1,127,468 |  |  | 12.10 |  |  | 7.8 |  | $ | 1.0 |
Granted | 457,356 |  |  | 13.22 |  |  |  |  |
Exercised | (517,839) |  |  | 12.05 |  |  |  |  | 5.0 |
Cancelled | (135,215) |  |  | 12.69 |  |  |  |  |
Outstanding as of September 30, 2024 | 931,770 |  |  | 12.60 |  |  | 7.9 |  | $ | 8.5 |
Granted | 228,615 |  |  | 25.54 |  |  |  |  |
Exercised | (246,577) |  |  | 12.33 |  |  |  |  | 3.3 |
Cancelled | (5,604) |  |  | 19.45 |  |  |  |  |
Outstanding as of September 30, 2025 | 908,204 |  |  | $ | 15.89 |  |  | 7.8 |  | $ | 8.8 |
Exercisable as of September 30, 2025 | 374,295 |  |  | $ | 12.60 |  |  | 6.8 |  | $ | 4.8 |
Stock option exercise prices are equal to the closing price of our common stock on the relevant grant date. The ranges of exercise prices for stock options outstanding as of September 30, 2025 are summarized below:
Exercise price |  | Outstanding Options |  | Weighted average exercise price |  | Weighted average remaining contractual term (years) |  | Exercisable options |  | Weighted average exercise price
| $ | 10.00 |  | - | $ | 14.99 |  |  |  | 682,415 |  |  | $ | 12.70 |  |  | 7.3 |  | 374,295 |  |  | $ | 12.60 |
| $ | 25.00 |  | - | $ | 29.99 |  |  |  | 225,789 |  |  | 25.54 |  |  | 9.2 |  | — |  |  | — |
|  |  |  |  |  | 908,204 |  |  | $ | 15.89 |  |  |  |  | 374,295 |  |  | $ | 12.60 |
Employee Stock Purchase Plan. The Mueller Water Products, Inc. 2006 Employee Stock Purchase Plan (“ESPP”) authorizes the sale of up to 7,600,000 shares of our common stock to employees. Generally, all full-time, active employees are eligible to participate in the ESPP, subject to certain restrictions. Employee purchases are funded through payroll deductions, and any excess payroll withholdings are returned to the employee. The price for shares purchased under the ESPP is 85% of the lower of the closing price on the first day or the last day of the offering period. As of September 30, 2025, 3,499,685 shares were available for issuance under the ESPP. Phantom Plan. Under the Mueller Water Products, Inc. Phantom Plan adopted in 2012 (“Phantom Plan”), we have awarded “phantom units” to certain non-officer employees. A phantom unit settles in cash equal to the price of one share of our common stock on the vesting date. Phantom units generally vest ratably over three years on each anniversary date of the original grant. We recognize compensation expense for phantom units on a straight-line basis for each tranche of each award based on the closing price of our common stock at each balance sheet date. The outstanding phantom units had a fair value of $25.52 per unit as of September 30, 2025 and our accrued liability for such units was $5.7 million. Phantom Plan activity is summarized below:
| Phantom Plan units |  | Weighted average grant date fair value per unit |  | Aggregate intrinsic value (millions)
Outstanding as of September 30, 2022 | 339,131 |  |  | $ | 12.74 |  |  |
Granted | 294,063 |  |  | 11.53 |  |  |
Vested | (156,012) |  |  |  |  | $ | 0.1 |
Cancelled | (120,515) |  |  | 12.22 |  |  |
Outstanding as of September 30, 2023 | 356,667 |  |  | 12.09 |  |  |
Granted | 236,250 |  |  | 13.28 |  |  |
Vested | (156,585) |  |  |  |  | $ | 1.5 |
Cancelled | (20,952) |  |  | 12.53 |  |  |
Outstanding as of September 30, 2024 | 415,380 |  |  | 12.71 |  |  |
Granted | 143,589 |  |  | 25.61 |  |  |
Vested | (195,118) |  |  |  |  | $ | 2.5 |
Cancelled | (39,482) |  |  | 16.01 |  |  |
Outstanding as of September 30, 2025 | 324,369 |  |  | $ | 18.03 |  |  |

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration