As filed with the Securities and Exchange Commission on February 27, 2025
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
20-3547095
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
1200 Abernathy Road N.E., Suite 1200, Atlanta, GA30328
(Address of Principal Executive Offices)
(Zip Code)
Mueller Water Products, Inc. Third Amended and Restated 2006 Stock Incentive Plan
Mueller Water Products, Inc. Second Amended and Restated Employee Stock Purchase Plan
(Full title of the plan)
 
Chason A. Carroll
Senior Vice President, General Counsel and Corporate Secretary
1200 Abernathy Road N.E., Suite 1200
Atlanta GA 30328
(Name and address of agent for service)

(770) 206-4200
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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 7(a)(2)(B) of the Securities Act.☐


EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Mueller Water Products, Inc., a Delaware corporation (the “Company” or the “Registrant”), relating to 5,100,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), of which (1) 3,300,000 shares of Common Stock are to be offered and sold under the Mueller Water Products, Inc. Third Amended and Restated 2006 Stock Incentive Plan, and such shares of Common Stock are in addition to the 8,000,000 shares of Common Stock registered pursuant to the Company’s Registration Statement on Form S-8 filed on June 5, 2006 with the Securities and Exchange Commission (the “SEC”) (file number 333-134737) (the “2006 Registration Statement”), the 8,000,000 shares of Common Stock registered pursuant to the Company’s Registration Statement on Form S-8 filed on February 10, 2009 with the SEC (file number 333-157218) (the “2009 Registration Statement”), and the 4,500,000 shares of Common Stock registered pursuant to the Company’s Registration Statement on Form S-8 filed on February 9, 2012 with the SEC (file number 333-179441) (the “2012 Registration Statement”); and (2) 1,800,000 shares of Common Stock are to be offered and sold under the Mueller Water Products, Inc. Second Amended and Restated Employee Stock Purchase Plan, and such shares of Common Stock are in addition to the 4,000,000 shares of Common Stock registered pursuant to the 2006 Registration Statement and 1,800,000 shares of Common Stock registered pursuant to the Company’s Registration Statement on Form S-8 filed on March 1, 2016 with the SEC (file number 333-209834) (the “2016 Registration Statement,” and together with the 2006 Registration Statement, 2009 Registration Statement, and 2012 Registration Statement, the “Prior Registration Statements”).
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Mueller Water Products, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on February 27, 2025.
MUELLER WATER PRODUCTS, INC.
   
   
 By:/s/ Steven S. Heinrichs
  Steven S. Heinrichs
  Executive Vice President, Chief Financial Officer and Chief Legal and Compliance Officer


POWER OF ATTORNEY
Each person whose signature appears below hereby severally and individually constitutes and appoints Marietta Edmunds Zakas and Steven S. Heinrichs, each of them severally, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8 and any subsequent registration statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act or to Instruction E to Form S-8, in each case which relates to this Registration Statement, and all instruments necessary or advisable in connection therewith and to file the same with the SEC, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
SignatureTitleDate
/s/ Marietta Edmunds ZakasChief Executive Officer (principal executive officer)February 21, 2025
Marietta Edmunds Zakas
/s/ Steven S. HeinrichsExecutive Vice President, Chief Financial Officer and Chief Legal and Compliance Officer (principal financial officer)February 21, 2025
Steven S. Heinrichs
/s/ Suzanne G. SmithChief Accounting Officer (principal accounting officer)February 25, 2025
Suzanne G. Smith
/s/ Stephen C. Van ArsdellNon-Executive Chair and DirectorFebruary 21, 2025
Stephen C. Van Arsdell
/s/ Christian A. GarciaDirectorFebruary 21, 2025
Christian A. Garcia
/s/ Thomas J. HansenDirectorFebruary 21, 2025
Thomas J. Hansen
/s/ Brian C. HealyDirectorFebruary 21, 2025
Brian C. Healy
/s/ Christine OrtizDirectorFebruary 21, 2025
Christine Ortiz
/s/ Jeffery S. SharrittsDirectorFebruary 21, 2025
Jeffery S. Sharritts
/s/ Bentina Chisolm TerryDirectorFebruary 21, 2025
Bentina Chisolm Terry
/s/ Leland G. WeaverDirectorFebruary 21, 2025
Leland G. Weaver


EXHIBIT INDEX


Exhibit 5.1
kslogoa.jpg
King & Spalding LLP
1180 Peachtree Street, NE
Suite 1600
Atlanta, Georgia 30309-3521
Tel: (404) 572-4600
Fax: (404) 572-5100
www.kslaw.com
February 27, 2025
Mueller Water Products, Inc.
1200 Abernathy Road N.E.
Suite 1200
Atlanta, Georgia 30328
Re: Mueller Water Products, Inc. Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for Mueller Water Products, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission. The Registration Statement relates to 5,100,000 shares of the Company’s common stock, par value $0.01 per share, of which 3,300,000 shares are to be issued pursuant to the Mueller Water Products, Inc. Third Amended and Restated 2006 Stock Incentive Plan, effective February 6, 2025 (the “Amended Stock Incentive Plan”) and 1,800,000 shares are to be issued pursuant to the Mueller Water Products, Inc. Second Amended and Restated Employee Stock Purchase Plan, effective February 6, 2025 (together with the Amended Stock Incentive Plan, the “Plans”).
In connection with this opinion, we have reviewed such matters of law and examined original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed. In such review, we have assumed the genuineness of signatures on all documents submitted to us as originals and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies. We have relied, as to the matters set forth therein, on certificates of public officials.
This opinion is limited in all respects to the General Corporation Law of the State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:


1.The shares to be issued under the Plans are duly authorized; and
2.When the shares are issued pursuant to the Plans, or upon exercise of the options or stock appreciation rights granted pursuant to the Plans, such shares will be validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered solely for the benefit of the Company in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent.
We consent to the filing of this opinion as an Exhibit to the Registration Statement on Form S-8 to be filed by the Company and to the references to us in such registration statement.
Sincerely,
/s/ King & Spalding LLP


Exhibit 23.1
Consent of the Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Mueller Water Products, Inc. Third Amended and Restated 2006 Stock Incentive Plan and Second Amended and Restated Employee Stock Purchase Plan of our reports dated November 20, 2024, with respect to the consolidated financial statements of Mueller Water Products, Inc. and the effectiveness of internal control over financial reporting of Mueller Water Products, Inc. included in its Annual Report (Form 10-K) for the year ended September 30, 2024, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
February 27, 2025

EX-FILING FEES0001350593xbrli:sharesiso4217:USDxbrli:pure00013505932025-02-272025-02-27000135059312025-02-272025-02-27000135059322025-02-272025-02-27

Exhibit 107
CALCULATION OF FILING FEES TABLE
FORM S-8
(Form Type)
Mueller Water Products, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation RuleAmount RegisteredProposed Maximum Offering Price Per ShareMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon Stock, par value $0.01 per share457(c) and 457(h)3,300,000
(1)(2)
$24.95 
(3)
$82,335,000.00 $0.0001531 $12,605.49 
EquityCommon Stock, par value $0.01 per share457(c) and 457(h)1,800,000
(4)(5)
$21.21 
(6)
$38,178,000.00 $0.0001531 $5,845.05 
Total Offering Amounts$120,513,000.00 $18,450.54 
Total Fee Offsets$0 
Net Fee Due$18,450.54 

(1)    Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall be deemed to cover any additional shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Registrant that may become issuable pursuant to the Mueller Water Products, Inc. Third Amended and Restated 2006 Stock Incentive Plan (the "Amended Stock Incentive Plan"), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(2)    Represents 3,300,000 additional shares of Common Stock that were added to the shares authorized for issuance to eligible persons under the Amended Stock Incentive Plan.
(3)    Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on February 25, 2025.
(4)    Pursuant to Rule 416(a) of the Securities Act, this Registration Statement shall be deemed to cover any additional shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Registrant that may become issuable pursuant to the Mueller Water Products, Inc. Second Amended and Restated Employee Stock Purchase Plan (the "Amended ESPP"), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(5)    Represents 1,800,000 additional shares of Common Stock that were added to the shares authorized for issuance to eligible persons under the Amended ESPP.
(6)    Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on February 25, 2025, multiplied by 85%. Pursuant to the Amended ESPP, the purchase price of the Common Stock issued thereunder is equal to 85% of the lesser of the closing stock price of the Common Stock on the first trading day of each offering period or the closing price of the Common Stock on the last trading day of each offering period.

v3.25.0.1
Submission
Feb. 27, 2025
Submission [Line Items]  
Central Index Key 0001350593
Registrant Name Mueller Water Products, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 27, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.01 per share
Amount Registered | shares 3,300,000
Proposed Maximum Offering Price per Unit 24.95
Maximum Aggregate Offering Price $ 82,335,000
Fee Rate 0.01531%
Amount of Registration Fee $ 12,605.49
Offering Note
(1)    Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall be deemed to cover any additional shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Registrant that may become issuable pursuant to the Mueller Water Products, Inc. Third Amended and Restated 2006 Stock Incentive Plan (the "Amended Stock Incentive Plan"), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(2)    Represents 3,300,000 additional shares of Common Stock that were added to the shares authorized for issuance to eligible persons under the Amended Stock Incentive Plan.
(3)    Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on February 25, 2025.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, par value $0.01 per share
Amount Registered | shares 1,800,000
Proposed Maximum Offering Price per Unit 21.21
Maximum Aggregate Offering Price $ 38,178,000
Fee Rate 0.01531%
Amount of Registration Fee $ 5,845.05
Offering Note
(4)    Pursuant to Rule 416(a) of the Securities Act, this Registration Statement shall be deemed to cover any additional shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Registrant that may become issuable pursuant to the Mueller Water Products, Inc. Second Amended and Restated Employee Stock Purchase Plan (the "Amended ESPP"), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(5)    Represents 1,800,000 additional shares of Common Stock that were added to the shares authorized for issuance to eligible persons under the Amended ESPP.
(6)    Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on February 25, 2025, multiplied by 85%. Pursuant to the Amended ESPP, the purchase price of the Common Stock issued thereunder is equal to 85% of the lesser of the closing stock price of the Common Stock on the first trading day of each offering period or the closing price of the Common Stock on the last trading day of each offering period.
v3.25.0.1
Fees Summary
Feb. 27, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 120,513,000
Total Fee Amount 18,450.54
Total Offset Amount 0
Net Fee $ 18,450.54
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