Badger Meter (BMI) EVP Stuyvenberg earns 1,589 PSUs plus ESSOP shares

Q: What insider transaction did Badger Meter (BMI) report for Matthew Stuyvenberg?

Badger Meter reported that EVP Matthew L. Stuyvenberg acquired 1,589 common shares on February 12, 2026, from performance-based stock units for the 2023–2025 period. He also added 49.45 indirect ESSOP share equivalents , reflecting compensation and retirement-related awards rather than open-market buying.

Q: How many Badger Meter (BMI) shares does Matthew Stuyvenberg own after this Form 4?

After these transactions, Stuyvenberg holds 5,977 common shares directly and 1,291.36 share equivalents indirectly through the ESSOP. These positions include stock earned from performance stock units and shares accumulated in the 401(k)-related plan during 2025 and early 2026.

Q: What are the terms of Matthew Stuyvenberg’s Badger Meter performance stock units?

Stuyvenberg’s Performance Stock Units (PSUs) were granted on March 3, 2023 for the 2023–2025 performance period . The 1,589 earned shares were approved on February 12, 2026 and are scheduled to vest on March 3, 2026 , assuming continued employment through that date.

Q: How does the ESSOP transaction in Badger Meter’s Form 4 work?

The Form 4 shows 49.45 ESSOP share equivalents acquired for Stuyvenberg in a unitized 401(k) component. These represent Badger Meter stock equivalents accumulated through 2025 and early 2026, including contributions and company match, valued using a $174.41 year-end stock price reference.

Q: Is Matthew Stuyvenberg buying Badger Meter (BMI) shares on the open market?

The reported activity reflects stock awards and ESSOP share equivalents , not open-market purchases. The 1,589 shares come from earned performance stock units, and the 49.45 ESSOP equivalents arise from retirement plan contributions and match, rather than discretionary market buying.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Badger Meter executive Matthew L. Stuyvenberg, EVP-SaaS Intl Utility & Commercial, reported stock awards tied to long-term performance. On February 12, 2026, he acquired 1,589 shares of common stock directly from previously granted Performance Stock Units for the 2023–2025 performance period, bringing his direct holdings to 5,977 shares. These earned PSUs are scheduled to vest on March 3, 2026. He also acquired 49.45 indirect share equivalents through the company’s ESSOP at a reference price of $174.41 per share, increasing his indirect ESSOP-related holdings to 1,291.36 share equivalents.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Stuyvenberg Matthew L

Role EVP-SaaS Intl Utility & Comm'l

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,589	$0.00	--
Grant/Award	Common Stock	49.45	$174.41	$9K

Holdings After Transaction: Common Stock — 5,977 shares (Direct); Common Stock — 1,291.36 shares (Indirect, ESSOP)

Footnotes (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. 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. PSUs convert into common stock on a one-for-one basis Represents share equivalents of Badger Meter stock accumulated during 2025 and early 2026 in the participant's unitized 401(k) component of the ESSOP, including contributions and match. Year end stock price for Badger Meter Common Stock used to calculate the ESSOP unitized share equivalents.

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Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 06:00 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^*

Stuyvenberg Matthew L

(Last)

(First)

(Middle)

4545 W. BROWN DEER ROAD

P.O. BOX 245036

(Street)

MILWAUKEE

53224

(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)
	EVP-SaaS Intl Utility & Comm'l

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)
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)
Common Stock	02/12/2026		A⁽¹⁾		1,589	A⁽²⁾	⁽³⁾	5,977	D
Common Stock	02/12/2026		A⁽⁴⁾		49.45	A	$174.41⁽⁵⁾	1,291.36	I	ESSOP

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)

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

4. Represents share equivalents of Badger Meter stock accumulated during 2025 and early 2026 in the participant's unitized 401(k) component of the ESSOP, including contributions and match.

5. Year end stock price for Badger Meter Common Stock used to calculate the ESSOP unitized share equivalents.

	/s/ William R.A. Bergum, Attorney-in-Fact for Matthew L. Stuyvenberg	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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Badger Meter (BMI) report for Matthew Stuyvenberg?

Badger Meter reported that EVP Matthew L. Stuyvenberg acquired 1,589 common shares on February 12, 2026, from performance-based stock units for the 2023–2025 period. He also added 49.45 indirect ESSOP share equivalents, reflecting compensation and retirement-related awards rather than open-market buying.

How many Badger Meter (BMI) shares does Matthew Stuyvenberg own after this Form 4?

After these transactions, Stuyvenberg holds 5,977 common shares directly and 1,291.36 share equivalents indirectly through the ESSOP. These positions include stock earned from performance stock units and shares accumulated in the 401(k)-related plan during 2025 and early 2026.

What are the terms of Matthew Stuyvenberg’s Badger Meter performance stock units?

Stuyvenberg’s Performance Stock Units (PSUs) were granted on March 3, 2023 for the 2023–2025 performance period. The 1,589 earned shares were approved on February 12, 2026 and are scheduled to vest on March 3, 2026, assuming continued employment through that date.

How does the ESSOP transaction in Badger Meter’s Form 4 work?

The Form 4 shows 49.45 ESSOP share equivalents acquired for Stuyvenberg in a unitized 401(k) component. These represent Badger Meter stock equivalents accumulated through 2025 and early 2026, including contributions and company match, valued using a $174.41 year-end stock price reference.

Is Matthew Stuyvenberg buying Badger Meter (BMI) shares on the open market?

The reported activity reflects stock awards and ESSOP share equivalents, not open-market purchases. The 1,589 shares come from earned performance stock units, and the 49.45 ESSOP equivalents arise from retirement plan contributions and match, rather than discretionary market buying.