Badger Meter (NYSE: BMI) awards $125k in phantom stock to director

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ADAMS TODD A. reported acquisition or exercise transactions in this Form 4 filing.

Badger Meter Inc. director Todd A. Adams received an equity-based compensation grant of 952 Phantom Stock Units. Each unit is economically equivalent to one share of BMI common stock and was granted under the 2021 Omnibus Incentive Plan.

The award represents an annual grant for non-employee directors valued at $125,000, sized using a 10-day average closing price of $122.96 per share. Following this grant, Adams holds 17,072.483 phantom stock units, which will be settled in cash when his board service ends.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ADAMS TODD A.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	952	$122.96	$117K

Holdings After Transaction: Phantom Stock Units — 17,072.483 shares (Direct, null)

Footnotes (1)

Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable in cash upon the reporting person's termination of service as a director. Shares granted pursuant to the 2021 Omnibus Incentive Plan as approved by shareholders on April 30, 2021. Non-employee directors are given an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting. This year's grant is equal to $125,000 as rounded down to the nearest whole share based on a 10-day average closing price of the Company's Common stock.

Key Figures

Phantom Stock Units Granted: 952 units Grant Valuation: $125,000 Pricing Basis: $122.96 per share +2 more

5 metrics

Phantom Stock Units Granted 952 units Grant to director Todd A. Adams on April 27, 2026

Grant Valuation $125,000 Annual non-employee director grant value

Pricing Basis $122.96 per share 10-day average closing price used to size grant

Phantom Units After Grant 17,072.483 units Total Phantom Stock Units held by Adams following transaction

Plan Approval Date April 30, 2021 Shareholders approved 2021 Omnibus Incentive Plan

Key Terms

Phantom Stock Units, 2021 Omnibus Incentive Plan, economic equivalent, non-employee directors

4 terms

Phantom Stock Units financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

2021 Omnibus Incentive Plan financial

"Shares granted pursuant to the 2021 Omnibus Incentive Plan as approved by shareholders on April 30, 2021."

economic equivalent financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

non-employee directors financial

"Non-employee directors are given an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting."

Form 4 Insider Transactions: What Each Field Means →

04/29/2026 - 03:00 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ADAMS TODD A.

(Last)

(First)

(Middle)

4545 W. BROWN DEER ROAD

(Street)

MILWAUKEE

WISCONSIN

53223

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	04/27/2026		A⁽²⁾		952		⁽¹⁾	⁽¹⁾	BMI Common Stock	952	$122.96	17,072.483	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable in cash upon the reporting person's termination of service as a director.

2. Shares granted pursuant to the 2021 Omnibus Incentive Plan as approved by shareholders on April 30, 2021. Non-employee directors are given an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting. This year's grant is equal to $125,000 as rounded down to the nearest whole share based on a 10-day average closing price of the Company's Common stock.

	/s/ William R.A. Bergum, Attorney-in-Fact for Todd A. Adams	04/29/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Badger Meter (BMI) director Todd A. Adams report in this Form 4?

Todd A. Adams reported receiving 952 Phantom Stock Units as an equity-based compensation grant. These units mirror Badger Meter common stock value and were issued under the 2021 Omnibus Incentive Plan as part of his non-employee director compensation.

How large is Todd A. Adams’ new phantom stock award at Badger Meter (BMI)?

The grant is valued at $125,000 and consists of 952 Phantom Stock Units. The award size was calculated using a 10-day average closing price of $122.96 per share of Badger Meter common stock, then rounded down to the nearest whole share.

What are Phantom Stock Units in the Badger Meter (BMI) director grant?

Each Phantom Stock Unit is the economic equivalent of one share of Badger Meter common stock. Instead of receiving actual shares, the director receives a cash payment equal to the value of these units when his board service ends.

When will Todd A. Adams receive cash for his Badger Meter (BMI) phantom stock?

The Phantom Stock Units become payable in cash upon Todd A. Adams’ termination of service as a director. At that time, Badger Meter will pay an amount based on the value of the corresponding number of common shares.

How many Badger Meter (BMI) phantom stock units does Todd A. Adams hold after this grant?

After the April 27, 2026 grant, Todd A. Adams holds a total of 17,072.483 Phantom Stock Units. This figure reflects his cumulative phantom stock-based compensation as a non-employee director, economically tied to Badger Meter’s common stock performance.

Under what plan was the Badger Meter (BMI) phantom stock granted to Todd A. Adams?

The phantom stock was granted under Badger Meter’s 2021 Omnibus Incentive Plan, which shareholders approved on April 30, 2021. The plan provides annual equity-based compensation grants to non-employee directors following the company’s annual shareholder meeting.