mwa-20251106
0001350593FALSE00013505932025-11-062025-11-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 DATE OF REPORT (Date of earliest event reported): November 6, 2025
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
001-32892
20-3547095
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
1200 Abernathy Road N.E.
Suite 1200
Atlanta, Georgia 30328
(Address of Principal Executive Offices)
(770) 206-4200
(Registrant’s telephone number, including area code)
Not Applicable.
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
   
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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 per shareMWANew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Transition
On November 6, 2025, Mueller Water Products, Inc. (the “Company”) announced that Marietta E. Zakas will retire as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors (the “Board”), effective as of February 9, 2026 (the “Transition Date”). In connection with Ms. Zakas’ retirement, the Company’s Board of Directors appointed Paul McAndrew as President and Chief Executive Officer, effective as of the Transition Date.
Mr. McAndrew, 51, has served as the Company’s President and Chief Operating Officer since May 2024. Prior to then, Mr. McAndrew had served as the Company’s Executive Vice President and Chief Operating Officer from August 2023 to May 2024 and as the Company’s Senior Vice President of Global Operations and Supply Chain from November 2022 to August 2023. Prior to joining the Company, Mr. McAndrew served as Vice President and General Manager of Professional Tools in the Commercial and Residential Solutions business of Emerson Electric Co. from April 2017 to November 2022.
Outgoing Chief Executive Officer Arrangements
In connection with Ms. Zakas’ retirement, the Company and Ms. Zakas entered into a Transition Agreement (the “Transition Agreement”), pursuant to which Ms. Zakas will serve as a Senior Advisor to the Company beginning on the Transition Date through December 31, 2026 (“Transition Period”). Pursuant to the Transition Agreement, Ms. Zakas will be paid her current base salary, pro-rated from the Transition Date to December 31, 2026.
The Transition Agreement further provides for the following payments and benefits, subject to Ms. Zakas’ execution of an effective release of claims: (i) a prorated annual bonus for fiscal year 2026, determined based on the greater of target and actual performance, (ii) a reduced fiscal year 2026 equity award, to be granted as performance-based restricted stock units with a grant date value of $2,000,000, (iii) COBRA continuation coverage with monthly payments equal to 150% of the applicable monthly COBRA rate for the first 12 months of coverage (which coverage may be extended for an additional 24 month period at Ms. Zakas’ expense), (iv) continued group life insurance coverage through June 30, 2028 and (v) reimbursement for financial planning services of up to $20,000.
Additionally, Ms. Zakas’ equity awards will remain outstanding and eligible to vest during the Transition Period pursuant to the terms of the applicable incentive plans and award agreements. The Company also will reimburse Ms. Zakas for up to $25,000 in legal fees incurred in connection with the Transition Agreement.
Pursuant to the Transition Agreement, Ms. Zakas also reaffirmed her obligation to comply with the restrictive covenants set forth in her employment agreement and equity award agreements.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Incoming Chief Executive Officer Arrangements
In connection with Mr. McAndrew’s appointment as the Company’s President and Chief Executive Officer, the Company and Mr. McAndrew entered into a letter agreement (the “Letter Agreement”), pursuant to which, effective as of the Transition Date, Mr. McAndrew will receive an annual base salary of $915,000, a target annual bonus opportunity for fiscal year 2026 equal to 100% of Mr. McAndrew’s base salary (pro-rated as of the Transition Date) and a target long-term incentive opportunity equal to 370% of Mr. McAndrew’s base salary, minus the long-term incentive opportunity granted to Mr. McAndrew in December 2025 (the “2026 LTI Grant”). The 2026 LTI Grant will be granted in the form of stock options (25%), restricted stock units (25%) and performance restricted stock units (50%). The stock options and restricted stock units will vest ratably over a three-year period. The performance restricted stock units will be subject to the same performance cycle and criteria as the performance restricted stock units to be granted to Mr. McAndrew in December 2025, which have not yet been determined by the Company’s Compensation Committee.
Additionally, as President and Chief Executive Officer, Mr. McAndrew will be entitled to receive benefits under the Company’s Executive Severance Plan, as amended by the Letter Agreement. Accordingly, if Mr. McAndrew’s employment is terminated by the Company without Cause (as defined in the Letter Agreement) or Mr. McAndrew resigns with Good Reason (as defined in the Letter Agreement), Mr. McAndrew will be entitled to, among other benefits and subject to receipt of a customary release and other terms, a cash payment equal to 300% of his base salary, plus a prorated bonus for the year in which the termination occurred. If the termination without Cause or for Good Reason occurs within two years of a Change in Control (as defined in the Executive Severance Plan), Mr. McAndrew will be entitled to, among other benefits and subject to receipt of



a customary release and other terms, a cash payment equal to 300% of the sum of his (i) base salary and (ii) Target Bonus (as defined in the Executive Severance Plan), plus a prorated bonus for the year in which the termination occurred and all unvested restricted stock units, performance restricted stock units (at target) and options will vest.
Mr. McAndrew also will be eligible for other benefits and perquisites on terms substantially similar to those that apply to other executive officers of the Company, including an annual car allowance, reimbursement for financial planning services, and participation in the Company’s health, welfare and other benefit plans.
Mr. McAndrew will also be nominated by the Company’s Board to join the Board at the annual shareholders’ meeting.
There are no family relationships between Mr. McAndrew and any Company director or executive officer, and no arrangements or understandings between Mr. McAndrew and any other person pursuant to which he was selected as an officer. Since October 1, 2024, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. McAndrew had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 7.01.    Regulation FD Disclosure.
On November 6, 2025, the Company issued a press release announcing the leadership transition described above. The press release, furnished as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
104The cover page of this Current Report on Form 8-K, formatted in Inline XBRL



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Mueller Water Products, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Dated:  November 6, 2025MUELLER WATER PRODUCTS, INC.
   
   
 By:/s/ Chason A. Carroll
  Chason A. Carroll
  Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary



Exhibit 10.1

TRANSITION AGREEMENT
This Transition Agreement (this “Agreement”) is entered into as of November 6, 2025 (the “Effective Date”) by and between Marietta E. Zakas (the “Executive”) and Mueller Water Products, Inc., a Delaware corporation (the “Company”).
WHEREAS, the Executive currently serves as the Chief Executive Officer of the Company;
WHEREAS, the Executive and the Company are party to that certain Employment Agreement, dated as of September 15, 2008, as amended effective as of February 6, 2009, December 1, 2009, March 1, 2012, and December 27, 2017, and as amended effective as of December 4, 2024 pursuant to that Side Letter, dated as of December 9, 2024 (the “Side Letter”) (collectively, the “Employment Agreement”) and that certain Executive Change-in-Control Severance Agreement, dated as of September 30, 2019, as amended effective as of December 4, 2024 pursuant to that Side Letter (collectively, the “CIC Severance Agreement”);
WHEREAS, the Executive delivered on November 6, 2025 written notice to the Company of her intent to retire; and
WHEREAS, the Executive and the Company desire to transition the Executive to the role of Senior Advisor and resolve any outstanding matters related to the Executive’s subsequent termination of employment with the Company as a result of retirement.
NOW, THEREFORE, for the promises and covenants set forth herein and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the Executive and the Company enter into this Agreement on the following terms and conditions:
1.Transition; Separation.
(a)Effective as of February 10, 2026 (the “Transition Date”), the Executive will transition from her position as Chief Executive Officer of the Company to the position of Senior Advisor. The Executive will continue to serve as Senior Advisor of the Company in the position of Senior Advisor through December 31, 2026; provided, that the Company may terminate the Executive’s employment prior to such date on account of Disability or for Cause (each, as defined in the Employment Agreement) and the Executive’s engagement with the Company will automatically terminate upon the Executive’s death. The date of the Executive’s actual termination of employment with the Company is the “Retirement Date,” and the period beginning on the Transition Date and ending on the Retirement Date is the “Transition Period.” Effective as of the Transition Date, and except as otherwise provided in this Section 1, the Executive will be deemed to have automatically resigned from all of the Executive’s officer and other positions with the Company and its affiliates (and as a fiduciary of any benefit plan of the Company and its affiliates), including, without limitation, as a member of the Board of Directors of the Company (the “Board”). The Executive will execute such additional documents



reasonably requested by the Company to evidence the foregoing resignations but no additional action by the parties is required to effectuate such resignations.
(b)As Senior Advisor, the Executive will assist the Board and the Chief Executive Officer of the Company with (i) the transition of the Executive’s former duties as Chief Executive Officer of the Company, (ii) continuity of service with respect to the Company’s customers and accounts, (iii) strategic corporate transactions and initiatives, and (iv) any other services reasonably requested by the Board or the Chief Executive Officer of the Company. For the avoidance of doubt, (x) during the Transition Period, the Executive will not have the power (and shall not hold herself out as having the power) to bind the Company or any of its affiliates as their agent, and (y) the Executive will remain subject to the Company’s policies applicable to employees and consultants, including the requirement to pre-approve any trades in the Company’s securities through the Company’s General Counsel.
(c)During the Transition Period, the Executive shall receive a daily amount equal to Executive’s base salary on February 9, 2026 divided by 325 days, payable in accordance with the Company’s payroll procedures. During the Transition Period, the Executive will also be eligible to continue to participate in any Company pension, profit sharing, health or welfare benefit programs generally made available by the Company to employees, subject to the terms of those programs. For the avoidance of doubt, the Executive shall not be eligible to earn an annual bonus or other incentive compensation following the Transition Date, except as expressly provided in this Agreement.
2.Final Compensation; Transition Benefits.
(a)Final Compensation. The Company shall pay the Executive a lump sum payment of unpaid base salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the Retirement Date and paid on the same basis as paid upon any voluntary termination of employment. Such lump sum amount will be paid in accordance with the Company’s normal payroll procedures following the Retirement Date.
(b)Transition Benefits. Subject to the Executive’s execution, re-execution and non-revocation of the Release of Claims attached hereto as Exhibit A (the “Release”) no later than the applicable deadlines specified in the Release (the “Release Condition”), and subject to the Executive’s compliance in all material respects with the terms and conditions of this Agreement (including continued compliance with the Restrictive Covenants (as defined below)), the Company agrees to pay to the Executive:
(i)An annual bonus for fiscal year 2026, paid in the same manner and at the same time as for all other executive participants in the annual bonus program except that the bonus will be prorated based on the number of days the Executive serves as the Chief Executive Officer of the Company during fiscal year 2026 and will be determined based on the greater of target or the Company’s actual performance during fiscal year 2026.
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(ii)The Company will allow the Executive to continue medical and dental coverage for the Executive and the Executive’s eligible dependents (as provided to its active employees) for up to 12 months following the Retirement Date, but only if the Executive pays the COBRA rate for such coverage (“Extended Coverage”). If the Executive declines Extended Coverage or becomes eligible for medical and/or dental coverage through another employer (including an employer of the Executive’s spouse), such Extended Coverage will cease. In addition to the amounts described elsewhere in this Agreement, the Executive will be paid an amount each month equal to 150% of the applicable monthly COBRA rate for each month of Extended Coverage, reduced by applicable withholdings (the “150% Payments”). For this purpose, the applicable COBRA rate is the cost of COBRA coverage, determined as of the Retirement Date, for the level of medical and/or dental coverage the Executive has in effect on the Retirement Date. Regardless of whether the Executive elects Extended Coverage, such amount will be paid to the Executive each month beginning in the month following the Retirement Date and continuing for 12 months thereafter; provided, however, such monthly payment will cease and will not be payable after the month in which the Executive becomes eligible for medical and/or dental coverage through another employer (including the employer of the Executive’s spouse).
At the end of Extended Coverage and provided COBRA coverage has not been terminated earlier, the Company will provide the Executive with the right to elect additional coverage for Executive and Executive’s spouse under the Company’s group medical and dental plans for active employees at a monthly cost equal to the then COBRA rate for a period of up to 24 months (the “Additional Extended Coverage Period”), provided, however, the Company’s obligation to offer the Executive the right to elect such coverages and the Additional Extended Coverage Period shall cease upon the date the Executive becomes eligible for coverage under another employer provided group health plan, including an employer of the Executive’s spouse, whether of not the Executive elects such coverage. Notwithstanding the foregoing, to the extent the Executive or the Executive’s spouse is eligible for medical coverage under Medicare Part A, any additional extended coverage during the Additional Extended Coverage Period shall be secondary and supplemental to such Medicare Part A coverage.
(iii)The Company will allow the Executive to continue group life insurance coverage for a period beginning on January 1, 2027 through June 30, 2028 at no additional cost to the Executive.
(iv)Upon presentation of appropriate documentation, and subject to the Executive’s satisfaction of the Release Condition, the Company will pay or reimburse the Executive’s reasonable and documented expenses related to financial planning services, up to a maximum of $20,000 incurred in 2026.
(c) Equity Awards. The Executive’s rights with respect to (i) the stock options granted pursuant to the applicable award agreements between the Executive and the Company dated November 28, 2023 and December 3, 2024; (ii) the restricted stock units granted
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pursuant to the applicable award agreements between the Executive and the Company dated November 28, 2023 and December 3, 2024; (iii) the performance-based restricted stock units based upon rTSR performance (“Market Units”) granted pursuant to the applicable award agreements between the Executive and the Company dated November 28, 2023 and December 3, 2024; (iv) the performance-based restricted stock units based upon return on invested capital (“ROIC Units”) granted pursuant to the applicable award agreements between the Executive and the Company dated November 28, 2023 and December 3, 2024; and (v) the performance-based restricted stock units with a grant date value equal to $2,000,000 and based upon criteria determined by the Board and to be granted in December 2025 pursuant to an award agreement between the Executive and the Company (collectively, the “Award Agreements”) as further set forth on Exhibit B attached hereto will be governed by the terms and conditions of the governing plan and Award Agreements and will remain outstanding and eligible to vest pursuant to such terms and conditions during the Transition Period and as described under Exhibit B.
(d) Legal Fees. Upon presentation of appropriate documentation, and subject to the Executive’s satisfaction of the Release Condition, the Company will pay or reimburse the Executive’s reasonable legal fees incurred in connection with the negotiation and drafting of this Agreement up to a maximum of $25,000, which will be paid within 30 days following the receipt of the applicable invoice.
(e) No Other Compensation. The Executive acknowledges and agrees that the payments provided pursuant to this Agreement are in full discharge of any and all liabilities and obligations of the Company and its affiliates to the Executive, monetarily or with respect to employee benefits or otherwise, including, but not limited to, any and all obligations arising under the Employment Agreement, any alleged written or oral employment agreement, policy, plan or procedure of the Company and its affiliates, and/or any alleged understanding or arrangement between the Executive and the Company. For the avoidance of doubt, the Executive shall not be eligible to receive an annual bonus and/or any equity awards for fiscal year 2027.
3. Return of Company Property. The Executive agrees that upon the Retirement Date, or prior to such date at the request of the Company, the Executive will return to the Company all documents, copies, recordings of any kind, papers, computer records, and other material in the Executive’s possession or under the Executive’s control which may contain or be derived from Confidential Information (as defined in the Employment Agreement), together with all other documents, notes, other work product, and other material and property belonging or relating to the Company, and any tangible Company property, including any computer equipment, cell phone, pager, or other personal data device, keys or passcards.
4. No Assignments; Binding Effect. Except as provided in this Section 4, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company will require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or a significant portion of the assets of the Company by agreement, in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be
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required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Agreement will be binding upon any successor in accordance with the operation of law and such successor will be deemed the “Company” for purposes of this Agreement. This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors and administrators (including the Executive’s estate or designated beneficiary, in the event of the Executive’s death), and their respective permitted successors and assigns.
5. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of Georgia, without giving effect to the principles of conflicts of law thereof.
6. Consent to Forum. The Executive expressly consents and submits that the exclusive jurisdiction for any controversy, dispute, or claim between the parties arising out of or relating to this Agreement or the Executive’s employment with the Company will be the courts in the state of Georgia. The Executive expressly consents to the exercise of personal jurisdiction over the Executive by the courts in the state of Georgia. The Executive hereby waives, to the fullest extent permitted by applicable law, any objection or defense that a Georgia court does not have personal jurisdiction over the Executive, is an improper venue, or constitutes an inconvenient forum.
7. Entire Agreement; Restrictive and Other Covenants.
(a) The Executive understands that this Agreement, all relevant plans referred to herein and the sections of the Employment Agreement and the Award Agreements that survive termination, including but not limited to the Restrictive Covenants (as defined below), constitute the complete understanding between the Company and the Executive, and, except as specifically provided herein, supersedes any and all agreements, understandings, and discussions, whether written or oral, between the Executive and any of the Released Parties (as defined on Exhibit A). No other promises or agreements shall be binding unless in writing and signed by both the Company and the Executive. The CIC Severance Agreement is terminated and of no further force or effect effective as of the Effective Date.
(b) Notwithstanding the foregoing, Article II and Article III of the Employment Agreement and the applicable covenants set forth in the Award Agreements (collectively, the “Restrictive Covenants”) shall survive in accordance with their terms. For the avoidance of doubt, the Executive shall comply at all times with the Restrictive Covenants.
8. Notices. All notices, requests, demands, and other communications hereunder will be sufficient if in writing and will be deemed to have been duly given if delivered by hand or if sent by registered or certified mail to the Executive at the last address she filed in writing with the Company or, in the case of the Company, at its principal office.
9. Miscellaneous. This Agreement is not intended, and shall not be construed, as an admission that any of the Released Parties has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong
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whatsoever against the Executive. Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or constructing this Agreement shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Neither party shall be deemed to have made any admission of wrongdoing as a result of executing this Agreement.
10. Withholding; Code Section 409A.
(a) Withholding. The Company may withhold from any and all amounts payable to the Executive under this Agreement such federal, state or local taxes as may be required to be withheld pursuant to any applicable law or regulation and any authorized or required reductions.
(b) Section 409A. The intent of the parties is that all payments, compensation, and benefits contemplated hereunder that are subject to Section 409A will be paid or provided in compliance with Section 409A, and the provisions of this Agreement shall be construed and administered in accordance with and to implement such intent. The provisions of the Employment Agreement relating to Section 409A, including Article I, Section 9 of the Employment Agreement, and the Side Letter relating to Section 409A are hereby incorporated into this Agreement with full force and effect. Each installment payment payable to the Executive pursuant to this Agreement is intended to be a separate payment for purposes of Section 409A. Notwithstanding anything to the contrary herein, if the Executive is a “specified employee” under Section 409A, then any payment(s) to the Executive described in this Agreement that (i) constitute “deferred compensation” to the Executive under Section 409A; (ii) are not exempt from Section 409A; and (iii) are otherwise payable within six months after the Executive’s separation from service (within the meaning of Section 409A) will instead be made on the date that is six months and one day after such separation from service, and such payment(s) will be increased by an amount equal to interest on each such payment(s) at a rate of interest equal to the Federal Funds Rate in effect as of the date of separation from service from the date on which such payment(s) would have been made in the absence of this provision and the payment date described in this sentence. The Federal Funds Rate will mean the “Federal Funds Rate” as published by The Wall Street Journal on the date prior to the calculation of any interest under this Agreement.
11. Third-Party Beneficiaries. The Released Parties are intended third-party beneficiaries of this Agreement and the Release, and this Agreement and the Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Except and to the extent set forth in the preceding sentence and as otherwise set forth in this Agreement, this Agreement is not intended for the benefit of any person other than the parties hereto, and no such other person or entity shall be deemed to be a third-party beneficiary hereof. Without limiting the generality of the foregoing, it is not the
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intention of the Company to establish any policy, procedure, course of dealing, or plan of general application for the benefit of or otherwise in respect of any other employee, officer, director, or stockholder, irrespective of any similarity between any contract, agreement, commitment, or understanding between the Company and such other employee, officer, director, or stockholder, on the one hand, and any contract, agreement, commitment, or understanding between the Company and the Executive, on the other hand, and irrespective of any similarity in facts or circumstances involving such other employee, officer, director, or stockholder, on the one hand, and the Executive, on the other hand.
12. Counterpart Agreements. This Agreement may be signed in counterparts, and by facsimile or email transmission, all of which shall be considered as original documents and which together shall constitute one and the same agreement.
13. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement.
14. Non-Disparagement. The Executive agrees that the Executive will not publish, utter, broadcast, or otherwise communicate any information, misinformation, comments, opinions, remarks, articles, letters, or any other form of communication, whether written or oral, regardless of its believed truth, to any person or entity which is adverse to, reflects unfavorably upon, or tends to disparage the Company, the products, services, prospects, character, integrity, or financial condition of the Company, or any owner, shareholder, officer, director, or employee of the Company.
15. Cooperation. In the event that any action, suit, claim, hearing, proceeding, arbitration, mediation, audit, assessment, inquiry, or investigation (whether civil, criminal, administrative, or otherwise) (each, a “Proceeding”) is commenced by any governmental authority or other person in connection with the Company or any of its affiliates about which the Executive has, or may have, relevant knowledge or information, for a three (3) year period following the Retirement Date, the Executive agrees to cooperate in good faith and to a reasonable extent with the Company or any such affiliate to defend against such Proceeding, and, if an injunction or other order is issued in any such Proceeding, to cooperate in good faith with the Company or any such affiliate in its efforts to have such injunction or other order lifted. Such cooperation shall include, but not be limited to, attending any telephone or in-person meetings, conferences, interviews, depositions, hearings, proceedings, or preparation sessions, and providing access to any books and records in the Executive’s control, in each case, at the request of the Company or any of its affiliates or any of their respective representatives. It is expressly agreed that the Company’s rights to avail itself of the advice and consultation services of the Executive shall at all times be exercised in a reasonable manner, that adequate notice shall be given to the Executive in such events, and that non-compliance with any such request by the Executive for good reason, including, but not limited to, ill health or prior commitments, shall not constitute a breach or violation of this Agreement. The Executive shall receive a per day amount of $2,600.00 and reimbursement of expenses for services requested under this section.
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16. Arbitration.
(a) The Company and the Executive mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies, or claims between them including, without limitation, (i) any dispute, controversy, or claim related in any way to the Executive’s employment with the Company or any of its affiliates or any termination thereof, (ii) any dispute, controversy, or claim of alleged discrimination, harassment, or retaliation (including, but not limited to, claims based on race, sex, sexual preference, religion, national origin, age, marital or family status, medical condition, handicap, or disability) and (iii) any claim arising out of or relating to this Agreement or the breach thereof (collectively, “Disputes”); provided, however, that nothing herein will require arbitration of any claim or charge which, by law, cannot be the subject of a compulsory arbitration agreement.
(b) Arbitration of any Disputes shall be conducted in accordance with the provisions set forth under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”), which rules are deemed to be incorporated by reference into this Agreement (the “Rules”). The place of arbitration shall be Atlanta, Georgia, with one arbitrator appointed in compliance with the Rules, and the language of arbitration shall be English. An award rendered by the arbitrator shall be final, binding, and non-appealable on the parties, their successors, and assigns. Any judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed in any court of competent jurisdiction. Any arbitration proceedings, decision, or award rendered hereunder, and the validity, effect, and interpretation of this arbitration provision, will be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq.
(c) The arbitrator will be empowered to award either party any remedy at law or in equity that the party would otherwise have been entitled to had the matter been litigated in a court of competent jurisdiction, including, but not limited to, attorneys’ fees and other reasonable expenses incurred by such party in connection with the Dispute, general damages, and injunctive relief costs, but, excluding in all cases, special damages and punitive damages; provided that the authority to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such remedies. The arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Each party shall pay its own expenses, including attorneys’ fees, incurred in connection with a Dispute; provided, however, the arbitrator shall have the power to award any such expenses, including reasonable attorneys’ fees, to the prevailing party in accordance with this Section 16(c). For the avoidance of doubt, the arbitrator shall have the authority to award such expenses, including reasonable attorneys’ fees, to the party that substantially prevails even if not expressly required or permitted by law.
(d) It is part of the essence of this Agreement that any Disputes hereunder will be resolved expeditiously and as confidentially as possible. Accordingly, the Company and the Executive agree that all proceedings in any arbitration will be conducted under seal and kept strictly confidential. In that regard, no party will use, disclose, or permit the disclosure of any information, evidence, or documents produced by any other party in the arbitration proceedings
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or about the existence, contents, or results of the proceedings except as may be required by any legal process, as required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award, or as may be permitted by the arbitrator for the preparation and conduct of the arbitration proceedings. Before making any disclosure permitted by the preceding sentence, the party intending to make such disclosure will give the other party reasonable written notice of the intended disclosure and afford such other party a reasonable opportunity to protect its interests.
[Signature Page Follows]





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IN WITNESS WHEREOF, the parties hereto have executed this Transition Agreement as of the date set forth below.
MUELLER WATER PRODUCTS, INC.
  
By: Dated: November 6, 2025
Name: Melissa Rasmussen
Title: Chief Financial Officer
EXECUTIVE
Dated: November 6, 2025
Print Name: Marietta Zakas






EXHIBIT A
Release of Claims
1. Release.
(a) In consideration for the payments and benefits to be provided to Marietta E. Zakas (the “Executive”) pursuant to the Transition Agreement between the Executive and Mueller Water Products, Inc. (the “Company”), dated as of November 6, 2025 (the “Agreement”) which are conditioned on the Executive’s execution of this Release, and to which the Executive is not otherwise entitled, and other good and valuable consideration, the receipt and sufficiency of which the Executive hereby acknowledges, on the Executive’s own behalf and on behalf of the Executive’s heirs, executors, administrators, beneficiaries, representatives, successors and assigns, and all others connected with or claiming through the Executive, the Executive hereby releases and forever discharges the Company, its parents, subsidiaries and its affiliates, and all of their respective past, present and future direct or indirect owners, managers, officers, directors, shareholders, employees, employee benefit plans, administrators, trustees, insurers, attorneys, members, agents, representatives, consultants, and each of their predecessors, successors and assigns, and all those connected with any of them, in their official and individual capacities (collectively, the “Released Parties”), from any and all causes of action, suits, controversies, rights and claims, demands, debts, damages (compensatory, liquidated, punitive or exemplary or other damages), claims for costs and attorney’s fees or liabilities of any kind and nature whatsoever, whether at law or in equity, whether now known or unknown, suspected or unsuspected, contingent or otherwise, which the Executive or any of the Executive’s heirs, executors, administrators, beneficiaries, representatives, successors and assigns now has or ever has had against the Released Parties, or any of them, including but not limited to, (i) in any way related to, connected with or arising out of the Executive’s employment relationship with the Company or any of the Released Parties, (ii) arising out of, or relating to, the Executive’s termination of employment from any of the Released Parties, and/or (iii) arising out of, or relating to, the Executive’s status as an employee, member, officer, or director of any of the Released Parties, including, but not limited to, any allegation, claim or violation, arising under or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (“ADEA”) (as amended by the Older Workers Benefit Protection Act), the Employee Retirement Income Security Act (with respect to unvested benefits), the Equal Pay Act, the Worker Adjustment Retraining and Notification Act, any applicable Employee Order Programs, Section 1981 of U.S.C. Title 42, the Fair Labor Standards Act, the Sarbanes-Oxley Act, the wage and hour laws, wage payment and fair employment practices laws of the state or states in which the Executive has provided services to the Company (each as amended from time to time), including the Georgia Fair Employment Practices Act, the Georgia Equal Pay Act, the Georgia Equal Employment for People with Disabilities Code, and all other state and local laws of Georgia that may be lawfully waived by agreement, and/or any other federal, state or local law, regulation, or other requirement (collectively, the “Claims”) through the date that the Executive signs (or re-signs, as applicable) this Release, and the Executive hereby waives all such Claims. Notwithstanding the foregoing, nothing in this Section 1 shall release or impair (x) the Executive’s right to make Claims arising



out of any acts or omissions of the Released Parties after the date the Executive executes (or re-executes, as applicable) this Release, (y) any right that cannot be waived by private agreement under law (including the right to file any Claim for workers’ compensation or unemployment insurance), or (z) any Claim to vested benefits under the Company’s benefit plans. Capitalized terms used but not defined in this Exhibit A will have the meanings set forth in the Agreement.
(b) The Executive understands that the Executive may later discover Claims or facts that may be different than, or in addition to, those which the Executive now knows or believes to exist with regard to the subject matter of this Release, and which, if known at the time of executing this Release, may have materially affected this Release or the Executive’s decision to enter into it. The Executive hereby waives any right or Claim that might arise as a result of such different or additional Claims or facts.
(c) The Executive understands that nothing contained in this Section 1 or the Agreement shall be construed to prohibit the Executive from filing a charge with, communicating with, or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other similar or comparable federal, state, or local agency; provided, however, that the Executive hereby agrees to waive the Executive’s right to recover monetary damages or other individual relief against the Released Parties in any charge, complaint or lawsuit filed by the Executive or by anyone else on the Executive’s behalf, excepting any benefit or remedy to which the Executive is or becomes entitled pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other awards or relief that may not lawfully be waived. Further, nothing in the Agreement, this Release or in any other agreement between the Executive and the Company shall prohibit or restrict the Executive from lawfully: (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), the Congress, and any agency Inspector General, (iii) accepting any awards from the SEC, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy prohibits or restricts the Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive will not be required to notify the Company that such reports or disclosures have been made. 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(y) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (z) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Release is intended to conflict with 18 U.S.C. § 1833(b) or



create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Release have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.
(d) The Executive acknowledges that the Executive will continue to be bound by the Executive’s obligations under the Employment Agreement and the Award Agreements that survive the termination of the Executive’s employment on the Retirement Date by the terms thereof or by necessary implication, including without limitation the Restrictive Covenants (all of the foregoing obligations, the “Continuing Obligations”). The Executive further acknowledges that the obligation of the Company to pay or provide the benefits in Section 2(b) and (c) of the Agreement, and the Executive’s right to retain the same, are expressly conditioned upon the Executive’s continued performance of the Executive’s obligations hereunder and of the Continuing Obligations.
(e) The Executive understands that nothing contained in this Section 1 will adversely affect the Executive’s rights to enforce the terms of the Agreement, and shall not adversely affect the Executive’s right to any indemnification coverage under the Company’s directors and officers liability insurance policy in accordance with its terms or right to reimbursement of expenses by the Company to which the Executive would otherwise be entitled under, without limitation, any charter document or Company insurance policy, by reason of services the Executive rendered for the Company or any of its subsidiaries as an officer and/or an employee thereof.
2. Initial Consideration and Revocation Period; Effectiveness. The Executive understands that the Executive will have 21 days following the Effective Date to consider the terms and conditions of this Release. Changes to this Release, whether material or immaterial, do not restart the 21-day review period. The Executive understands that the Executive may execute this Release less than 21 days following the Effective Date, but agrees that such execution will represent the Executive’s knowing waiver of such consideration period. The Executive may accept this Release by signing it and returning it to the Company’s General Counsel, within such 21-day period. After executing this Release, the Executive shall have seven days (the “Revocation Period”) to revoke this Release by indicating the Executive’s desire to do so in writing delivered to the Company’s General Counsel by no later than the seventh day after the date that the Executive signs this Release. The first effective date of this Release shall be the eighth day after the Executive signs this Release. In the event that the Executive does not accept this Release as set forth above, or in the event that the Executive revokes this Release during the Revocation Period, this Release and the Agreement shall be deemed automatically null and void.
3. Re-Execution of Agreement. The Company’s obligations under Sections 2(b) and (c) of the Agreement are strictly contingent upon the Executive’s re-execution and non-revocation of this Release within 21 days following the Retirement Date. The date of the Executive’s re-execution of this Release is referred to herein as the “Re-Execution Date.” By re-



executing this Release, the Executive advances to the Re-Execution Date the Executive’s general waiver and release of all Claims against the Released Parties and the other covenants set forth in Section 1 of this Release. The Executive shall have seven calendar days from the Re-Execution Date to revoke her re-execution of this Release by indicating the Executive’s desire to do so in writing delivered to the Company’s General Counsel by no later than the seventh day after the Re-Execution Date. In the event of execution and no revocation by the Executive, the date of the releases and covenants set forth in Section 1 of this Agreement shall be advanced through the Re-Execution Date on the eighth day after the Re-Execution Date. In the event of such revocation by the Executive, the date of the releases and covenants set forth in Section 1 of this Agreement shall not be advanced, but shall remain effective up to and including the date upon which the Executive originally signs this Agreement and the Company shall not be obligated to provide any further consideration pursuant to Sections 2(b) or (c) of the Agreement.
4. Executive Acknowledgements/ADEA Release. The Executive acknowledges that the Executive: (a) has carefully read this Release in its entirety; (b) has had an opportunity to consider this Release for 21 days prior to executing and re-executing this Release; (c) fully understands the significance of all of the terms and conditions of this Release, including that the Executive is releasing claims under the ADEA (as amended); (d) has been advised to consult with an attorney before executing this Agreement and the Executive has done so or, after careful reading and consideration, has chosen not to do so of the Executive’s own volition; and (e) is entering into this Release, knowingly, freely and voluntarily in exchange for good and valuable consideration to which the Executive would not be entitled in the absence of executing and not revoking this Release.
5. Severability. The invalidity or unenforceability of any provision of this Exhibit A shall not affect the validity or enforceability of any other provision of the Agreement.
[Signature Page Follows]




NOT TO BE EXECUTED PRIOR TO THE EFFECTIVE DATE
Date:
Name:
NOT TO BE EXECUTED PRIOR TO THE EFFECTIVE DATE
Date:
Name:







EXHIBIT B
Stock Options
November 28, 2023 GrantDecember 3, 2024 Grant
Number of Stock Options Granted189,204107,592
Unvested Stock Options Outstanding on the Effective Date126,136107,592
Vesting Date63,068 will vest on November 28, 2025 and on November 28, 2026(i) 35,864 will vest on December 3, 2025 and on December 3, 2026, and (ii) 35,864 will vest on December 31, 2026
Exercise PeriodDecember 31, 2028December 31, 2028

Restricted Stock Units
November 28, 2023 GrantDecember 3, 2024 Grant
Number of RSUs Granted56,67333,228
Unvested RSUs Outstanding on the Effective Date37,78233,228
Vesting Date for Unvested RSUs18,891 will vest on November 28, 2025 and on November 28, 2026 (i) 11,076 will vest on December 3, 2025 and on December 3, 2026, and (ii) 11,076 will vest on December 31, 2026




Market Units
November 28, 2023 GrantDecember 3, 2024 Grant
Number of Market Units Granted56,67333,228
Unvested Market Units Outstanding on the Effective Date1
56,67333,228
Vesting Date for Unvested Market UnitsSeptember 30, 2026December 31, 2026
Payout for Market UnitsApproximately December 15, 2026Approximately December 15, 2027

ROIC Units
November 28, 2023 GrantDecember 3, 2024 Grant
Number of ROIC Units Granted56,67333,228
Unvested ROIC Units Outstanding on the Effective Date2
56,67333,228
Vesting Date for Unvested ROIC UnitsSeptember 30, 2026December 31, 2026
Payout for Market UnitsApproximately December 15, 2026Approximately December 15, 2027

December 2025 PRSUs
The Board will grant Executive additional performance-based restricted stock units with a grant date value of $2,000,000 in December 2025 (the “December 2025 PRSUs”). The terms and conditions of the December 2025 PRSUs will be set out in a separate Award Agreement and will vest on the Retirement Date, subject to satisfaction of performance-metrics established by the Board and reasonably agreed to by the Executive.

1The number of Market Units included is based on target performance. The actual Market Units that become vested and settled will be based on actual performance following the end of the performance period.
2The number of ROIC Units included is based on target performance. The actual Markets Units that become vested and settled will be based on actual performance following the end of the performance period.


Exhibit 10.2
MUELLER WATER PRODUCTS, INC.
November 6, 2025
VIA EMAIL
Paul McAndrew
[email protected]
Dear Paul:
This letter memorializes our discussions regarding your continued employment with the Company on and following the 2026 Annual Shareholders Meeting currently scheduled for February 9, 2026 (the “Effective Date”). As discussed, on the Effective Date, you will assume the role of President and Chief Executive Officer of the Company, reporting directly to the Board of Directors of the Company (the “Board”). In consideration of your new role, you will be entitled to the following payments and benefits:
1.An annual base salary equal to $915,000, target bonus equal to 100% of base salary and total target long-term incentive opportunity equal to 370% of base salary (i.e., $3,385,500) (“CEO LTI Grant”), to be effective as of the Effective Date.
2.Your bonus for fiscal year 2026 will be determined based on (x) your target bonus in effect prior to the Effective Date with respect to the portion of the fiscal year occurring prior to the Effective Date, and (y) your target bonus as set forth herein with respect to the portion of the fiscal year occurring on and following the Effective Date.
3.On February 10, 2025 (or the first business day after the 2026 Annual Shareholders Meeting occurs), the Company will grant you an equity award equal to the CEO LTI Grant minus the amount of your December 2025 long-term incentive award. This grant will be in the form of stock options (25%)(“Options”), restricted stock units (25%)(“RSUs”) and performance restricted stock units (50%)(“PRSUs”). This award will be consistent with the Company’s applicable form agreements. The Options and RSUs will vest one-third on each anniversary of February 10th over the next three years. The PRSUs will be subject to the same performance cycle and criteria as the PRSUs granted in December 2025, i.e. vesting September 30, 2028.
4.You acknowledge and represent that any and all prior understandings or agreements are terminated and that the only obligations and duties between the Company and you with respect to any severance are those expressly set forth in Mueller Group, LLC Executive Severance Plan (the “Executive Severance Plan”), as modified herein. Your associated general severance formula, change in control formula and related benefits under the Executive Severance Plan are attached hereto in Schedule 1. You represent and warrant that you are not a party to any other agreement or obligation for personal services and that there exists no impediment or restraint, contractual or otherwise on your power, right or ability to accept the Company’s offer of continued employment and to perform the employment specified in this Agreement. For the avoidance of doubt, you will be subject to the restrictive covenants set forth in the Executive Severance Plan, which shall be the exclusive set of confidentiality obligations and restrictive covenants by which you will be bound, and the restrictive covenants set forth in the Executive Severance Plan shall expressly supersede and replace any other similar confidentiality obligations and restrictive covenants applicable to you as Chief Executive Officer or as an equityholder in the Company, whether entered into prior to, on or following the date hereof. With respect to your participation in the Executive Severance Plan, the following changes to the Executive Severance Plan shall apply:



a.For all purposes under the Executive Severance Plan, the term “Cause” shall be defined as set forth below, which such definition shall expressly supersede and replace the defined term “Cause” as set forth in the Executive Severance Plan:
“‘Cause’ shall mean the occurrence of any one or more of the following: (i) Participant’s conviction or guilty plea of a felony or conviction or guilty plea of any crime involving fraud or financial dishonesty; (ii) Participant’s theft or embezzlement of property from the Company; (iii) Participant’s willful and continued refusal to perform the duties of his position in all material respects (other than any such failure resulting from Participant’s incapacity due to physical or mental illness), that continues for more than 15 business days after the Company gives Participant written notice of the failure, specifying what duties Participant failed to perform and an opportunity to cure; (iv) Participant’s fraudulent preparation of financial information with respect to the Company; (v) Participant’s willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, provided that no act or failure to act on Participant’s part shall be deemed “willful” unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that the action or omission was in the best interests of the Company; or (vi) Participant’s willful violation of material Company policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and Compliance Program (or any successor policy) then in effect. Notwithstanding the foregoing, any action or inaction taken by Participant based upon Participant’s reasonable reliance on advice of legal counsel to the Company or the direction of the Board shall not form the basis for Cause.”
b.For all purposes under the Executive Severance Plan, the defined term “Good Reason” as set forth in the Executive Severance Plan shall be amended to replace references in clauses (A), (B) and (C) thereof to the terms and conditions of employment as in effect “immediately prior to the Change in Control” (as defined therein), and shall be hereby restated as follows:
“(A) the assignment to the Participant of any duties diminishing the Participant’s position as an employee or officer of the Company or a substantial adverse alteration in the nature of the Participant’s responsibilities and position from those in effect as of ninety (90) calendar days prior to the reassignment;
(B) a material reduction by the Company of the Participant’s annual Base Salary in effect on the Effective Date or as the same shall be increased from time to time, except for proportionate across-the-board salary reductions similarly affecting all Eligible Employees;
(C) without the express written agreement of the Participant, any assignment or change in duties that would require the relocation of the Participant’s principal work place to a location that is more than fifty (50) miles from the Participant’s current principal work place; provided however, the relocation of the Participant’s principal work place must



also increase the regular commute distance between the Participant’s residence and work place by more than fifty (50) miles (one-way);”
5.You will be entitled to the perquisites identified in Schedule 2 attached hereto.
6.Notwithstanding any other provision of the Executive Severance Plan or any other plan, arrangement or agreement to the contrary, if any payments or benefits received or to be received by you under the Executive Severance Plan or pursuant to any plan, arrangement, program or policy of the Company (in the aggregate, the “Aggregate Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and, but for this paragraph, would result in you being subject to the excise tax imposed by Section 4999 of the Code or any successor provision thereto, such Aggregate Payments will be reduced to the least extent necessary such that no portion of the Aggregate Payments will be subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto; provided, that such a reduction will be made only if, by reason of such reduction, your net after-tax benefit exceeds the net after-tax benefit you would realize if such reduction were not made. The Company and you shall at all times act in good faith to fully carry out the purposes and intent of this paragraph, including any action as may be necessary or appropriate to correct any calculation error which may be discovered subsequent to any payment pursuant to this paragraph. Any reduction applied pursuant to this paragraph hereof shall be made in the order that would provide you with the largest amount of after-tax proceeds. In applying this principle, the order of reduction shall be made in a manner that is both consistent with, and avoids imposition of excise taxes under, Sections 280G and 409A of the Code. The Company shall appoint a nationally recognized independent accounting firm to make the determinations required with respect to Section 280G of the Code and perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.
7.During the term of your employment with the Company as Chief Executive Officer and thereafter, in addition to any other similar rights and entitlements, the Company shall indemnify, defend and hold you harmless from and against any claim, loss or cause of action arising from or out of your performance as an officer, director or employee of the Company or any of its subsidiaries or other affiliates or in any other capacity, including, without limitation, any fiduciary capacity, in which you serve at the Company’s request, in each case to the maximum extent authorized or permitted by Delaware law and under the Company’s Certificate of Incorporation and Bylaws, respectively. In addition, during your employment with the Company and while potential liability exists thereafter, the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to you on terms that are no less favorable than the coverage provided to other directors and officers of the Company (but in no event less than a reasonable amount of coverage). The provisions of this paragraph shall survive the termination of your employment with the Company.
8.The Company also agrees to reimburse your reasonable legal fees incurred in connection with reviewing this letter and related compensation arrangements.
This letter shall be construed in accordance with the internal laws of the State of Georgia, without regard to the conflict of law provisions of any state. In the event of any conflict between the terms of this letter and the Executive Severance Plan, this letter shall govern and control. This letter may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]







MUELLER WATER PRODUCTS, INC. (“Company”)
  
  
By:
Name:Melissa Rasmussen
Title:Chief Financial Officer





ACCEPTED AND AGREED
 
 
Paul McAndrew






Schedule 1
Severance Formulas


Group F – Chief Executive Officer
Participant (Date Entered Program)General Severance FormulaCiC Severance FormulaPro Rata Bonus*Benefits MultipleOutplacement Services Benefit**
Future Chief Executive Officer
Three (3.0) times Base Salary
PLUS
prorated bonus calculated as provided in accordance
with Section 5.2(B)

Three (3.0) times the sum of
(i) Base Salary and (ii) Target Bonus
Calculated as provided in accordance
with Section 5.2(B)
Eighteen (18)Up to $25,000
* This pro rata bonus is provided in connection with a Change in Control and is in addition to the CiC Severance Formula payment amount. Target Bonus shall be adjusted on a pro rata basis based on the number of days Participant was employed during the applicable performance period in which Participant incurred a Qualified Termination of Employment.
** Outplacement Services Benefits shall be provided by Company from Participant’s date of termination of employment until the earlier of (i) 24 months following such date of termination or (ii) the date immediately prior to the date of Participant’s employment with a subsequent employer.



Schedule 2
Perquisites

RoleAnnual Car AllowanceFinancial PlanningGolf Club MembershipExecutive PhysicalsExecutive LTD
CEO$24,000$10,000Up to $10,000
ü
ü
President
EVPs$18,000$7,500
ü
ü
SVPs$7,500
ü
ü
VPs*$5,000
ü
ü


Exhibit 99.1

image.jpg

MUELLER WATER PRODUCTS INITIATES CEO SUCCESSION PLAN

Paul McAndrew Appointed Chief Executive Officer Effective February 9, 2026
Martie Edmunds Zakas to Retire as CEO After Accomplished 19-Year Career with Mueller
ATLANTA, November 6, 2025 -- Mueller Water Products, Inc. (NYSE: MWA) (“Mueller” or the “Company”), a leading manufacturer and marketer of products and solutions used in the transmission, distribution and measurement of water in North America, today announced that its Board of Directors has appointed President and Chief Operating Officer Paul McAndrew as President and Chief Executive Officer, effective as of the date of the annual shareholders meeting on February 9, 2026. Mr. McAndrew will succeed Martie Edmunds Zakas, who will retire as CEO and a member of the Board at that time. Mr. McAndrew has also been nominated by Mueller’s Board of Directors to join the Board. Ms. Zakas will serve as a Senior Advisor to the Company through December 31, 2026, to facilitate a smooth transition.
“Today’s announcement is a result of the Board’s thoughtful approach to succession planning, and we are pleased to welcome Paul as Mueller’s next CEO,” said Stephen Van Arsdell, Non-Executive Chair of Mueller’s Board. “Paul has been a key member of the management team for the last three years, including as President and COO. He has played a central role in improving our organization, its operations and our financial success. Paul has a deep understanding of our industry and culture, and he has developed strong employee and customer relationships. His ability to engage stakeholders at all levels has been instrumental in driving Mueller’s positive momentum.”
“On behalf of the Board and our entire organization, I extend our deep appreciation to Martie,” continued Van Arsdell. “Martie’s impact on our organization is evident in the exceptional leadership team she has built, and the strong results Mueller has achieved for its stakeholders under her leadership during these complex and challenging times. She has been instrumental in driving growth, shaping our culture and building shareholder value over the past two decades, culminating in her role as our CEO. She has played a key role in positioning Mueller for future success. I am pleased that Martie will work with us in an advisory capacity over the next year to support a smooth transition and build on the Company’s momentum.”
“I’m honored to become the next CEO of Mueller,” said McAndrew. “I look forward to continuing to work closely with the entire organization as we become an even stronger partner to all our stakeholders. I want to thank Martie for her leadership over the years and the Board for the trust placed in me. I am excited to continue to help drive this tremendous organization as we pursue continued growth and success together.”
“Our incredible employees are the foundation of Mueller’s success, and being part of this talented team has been a privilege. I am extremely proud of all that we have accomplished,”



said Zakas. “Throughout Mueller’s history, we have worked to deliver innovative and sustainable solutions that help solve real-world problems. We have also demonstrated a commitment to excellence for our customers and the communities we serve. I have great confidence that Paul and the entire Mueller team will build on the organization’s continued positive momentum and success.”
Fourth Quarter 2025 Results
In a separate release issued today, Mueller announced financial results for its fourth quarter and fiscal year ended September 30, 2025. The Company’s earnings conference call will take place on Friday, November 7, 2025, at 10:00 a.m. ET, and a live webcast of the call will be available on the Investor Relations section of the Company’s website (www.muellerwaterproducts.com).
About Paul McAndrew
Paul McAndrew has been the Company’s Chief Operating Officer since August 2023, adding the position of President in May 2024. Prior to August of 2023, he was the Senior Vice President of Global Operations and Supply Chain, overseeing the Company’s global manufacturing operations and supply chain. He is a seasoned operating executive with strong leadership experience in operations, engineering and sales. Prior to joining Mueller in 2022, Mr. McAndrew worked at Emerson as a Vice President and General Manager of Professional Tools where he held full P&L responsibility and leadership across all functions, including sales and marketing, product management and engineering, operations and supply chain and human resources. Mr. McAndrew also played a pivotal role in Emerson’s successful acquisition of Textron’s Tools and Test business, Greenlee, in 2018. At the time, Mr. McAndrew was serving as Vice President & General Manager at Greenlee, where he led the Americas Greenlee business and held full P&L responsibility and leadership across all functions. From 2003 to 2017, Mr. McAndrew worked at Kautex Textron, serving in various operating roles in multiple countries. Mr. McAndrew earned a Bachelor of Engineering degree from Cardiff University.
Forward Looking Statements
This press release 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; logistical challenges and supply chain disruptions, geopolitical conditions, including the Israel-Hamas war, 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 in



Decatur, Illinois, 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.
About Mueller Water Products, Inc.
Mueller Water Products, Inc. is a leading manufacturer and marketer of products and solutions used in the transmission, distribution and measurement of water in North America. Our broad portfolio includes engineered valves, fire hydrants, pipe connection and repair products, metering products, leak detection, pipe condition assessment, pressure management products, and software that provides critical water system data. We help municipalities increase operational efficiencies, improve customer service and prioritize capital spending, demonstrating why Mueller Water Products is Where Intelligence Meets Infrastructure®. Visit us at www.muellerwaterproducts.com.
Mueller refers to one or more of Mueller Water Products, Inc. (MWP), a Delaware corporation, and its subsidiaries. MWP and each of its subsidiaries are legally separate and independent entities when providing products and services. MWP does not provide products or services to third parties. MWP and each of its subsidiaries are liable only for their own acts and omissions and not those of each other.
Investor Relations Contact: Whit Kincaid
770-206-4116
[email protected]

Media Contact: Jenny Barabas
470-806-5771
[email protected]