Badger Meter (NYSE: BMI) VP gains 1,193 PSUs after performance

Rhea-AI Filing Summary

Badger Meter reported that VP-Global Operations Richard Htwe acquired 1,193 shares of common stock on February 12, 2026 through a grant, award, or other acquisition at a price of $0.00 per share. These shares were earned from Performance Stock Units for the 2023–2025 performance period after the Compensation and Human Resources Committee approved performance achievement.

The earned value of these shares is subject to vesting on March 3, 2026, the third anniversary of the original March 3, 2023 PSU grant. Following this transaction, Htwe directly beneficially owns 6,078 shares of Badger Meter common stock. The PSUs convert into common stock on a one-for-one basis.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Htwe Richard

(Last) (First) (Middle)

4545 W. BROWN DEER ROAD

(Street)

MILWAUKEE WI 53223

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BADGER METER INC [ BMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP-Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		A(1)		1,193	A(2)	(3)	6,078	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 3, 2023, the Reporting Person was granted Performance Stock Units ("PSUs"), the amount of which was subject to the achievement of certain performance criteria for the 2023-2025 performance period. The shares reported represent the number of PSUs that were earned as a result of the achievement of such performance criteria and approved by the Compensation and Human Resources Committee of the Board on February 12, 2026. The earned value of these shares is now subject to vesting, which will occur on March 3, 2026.

2. Represents the number of shares of common stock issued upon the vesting of PSUs granted on March 3, 2023 for the 2023-2025 performance period, based on the third anniversary of the grant date subject to both performance achievement approval and continued employment through such date.

3. PSUs convert into common stock on a one-for-one basis.

	/s/ William R.A. Bergum, Attorney-in-Fact for Richard Htwe	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Badger Meter (BMI) report for Richard Htwe?

Badger Meter reported that VP-Global Operations Richard Htwe acquired 1,193 shares of common stock on February 12, 2026. The shares came from Performance Stock Units earned for the 2023–2025 period and were granted at no cost following committee approval.

How were the 1,193 Badger Meter (BMI) shares for Richard Htwe earned?

The 1,193 shares were earned from Performance Stock Units originally granted on March 3, 2023 for the 2023–2025 performance period. They became earned after the Compensation and Human Resources Committee approved achievement of specified performance criteria on February 12, 2026.

When do Richard Htwe’s Badger Meter (BMI) earned PSUs vest?

The earned value of Richard Htwe’s Performance Stock Units is scheduled to vest on March 3, 2026. Vesting occurs on the third anniversary of the original March 3, 2023 grant, subject to performance achievement approval and continued employment through that vesting date.

How many Badger Meter (BMI) shares does Richard Htwe own after this Form 4?

After the reported transaction, Richard Htwe beneficially owns 6,078 shares of Badger Meter common stock directly. This total reflects his holdings following the acquisition of 1,193 shares resulting from earned Performance Stock Units for the 2023–2025 performance period.

What is the conversion rate of Badger Meter (BMI) PSUs reported for Richard Htwe?

The Performance Stock Units reported for Richard Htwe convert into Badger Meter common stock on a one-for-one basis. This means each vested PSU becomes one share of common stock, aligning the award directly with share ownership once vesting conditions are satisfied.