STOCK TITAN
  1. Home
  2. Sec-filings
  3. BMI
  4. [Form 4] BADGER METER INC Insider Trading Activity

Badger Meter (NYSE: BMI) grants director 952 phantom stock units

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Liu Xia reported acquisition or exercise transactions in this Form 4 filing.

Badger Meter Inc. director Xia Liu received a grant of 952 Phantom Stock Units on April 27, 2026 as director compensation. Each phantom unit is the economic equivalent of one share of BMI common stock and will be paid in cash when Liu leaves the board.

The award was made under the 2021 Omnibus Incentive Plan, with this year’s non-employee director grant set at $125,000, rounded down to the nearest whole share based on a 10-day average closing price. Following this grant, Liu holds 4,393.427 Phantom Stock Units.

Positive

  • None.

Negative

  • None.
Insider Liu Xia
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock Units 952 $122.96 $117K
Holdings After Transaction: Phantom Stock Units — 4,393.427 shares (Direct, null)
Footnotes (1)
  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.
Phantom Stock Units granted 952 units Grant to director Xia Liu on April 27, 2026
Grant reference price $122.96 per share Implied price per Phantom Stock Unit for 2026 director grant
Total Phantom Stock Units after grant 4,393.427 units Director Xia Liu’s phantom stock balance following the award
Annual director grant value $125,000 Non-employee director grant size, rounded down to whole shares
Average price period 10-day average closing price Basis for calculating shares in the 2026 director grant
Plan approval date April 30, 2021 Shareholder approval of 2021 Omnibus Incentive Plan
Phantom Stock Units financial
"security_title: "Phantom Stock Units""
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.
economic equivalent of one share of common stock financial
"Each share of phantom stock is the economic equivalent of one share"
2021 Omnibus Incentive Plan financial
"Shares granted pursuant to the 2021 Omnibus Incentive Plan"
annual grant financial
"Non-employee directors are given an annual grant of Badger Meter Common Stock"
10-day average closing price financial
"based on a 10-day average closing price of the Company's Common stock"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Liu Xia
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)04/27/2026A(2)952 (1) (1)BMI Common Stock952$122.964,393.427D
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 Liu Xia04/29/2026
** Signature of Reporting PersonDate
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 Xia Liu receive in this Form 4 filing?

Director Xia Liu received a grant of 952 Phantom Stock Units as compensation. Each unit mirrors one share of Badger Meter common stock economically and increases Liu’s long-term, performance-linked stake tied to the company’s share price, paid out in cash at board service termination.

What are Phantom Stock Units in the Badger Meter (BMI) Form 4?

Phantom Stock Units are cash-settled awards whose value equals one share of Badger Meter common stock. They track the stock’s economic performance but do not deliver actual shares and become payable in cash when the reporting person’s service as a director ends, aligning incentives with shareholders.

What is the approximate value of Xia Liu’s Badger Meter (BMI) phantom stock grant?

The 2026 non-employee director grant is set at approximately $125,000, rounded down to the nearest whole share. Xia Liu’s 952 Phantom Stock Units were calculated using a 10-day average closing price of Badger Meter common stock, creating a standardized annual compensation award for directors.

Under what plan was Xia Liu’s Badger Meter (BMI) phantom stock granted?

The phantom stock was granted under Badger Meter’s 2021 Omnibus Incentive Plan, approved by shareholders on April 30, 2021. This plan governs equity-based and similar incentive awards, including the annual stock-based grants made to non-employee directors on the first business day after the annual meeting.

When will Xia Liu’s Badger Meter (BMI) Phantom Stock Units be paid out?

The Phantom Stock Units become payable in cash upon Xia Liu’s termination of service as a director. Until then, the units remain bookkeeping entries tied to Badger Meter’s common stock value, designed to align director compensation with long-term shareholder outcomes without issuing actual shares.

How many Phantom Stock Units does Xia Liu hold in Badger Meter (BMI) after this grant?

After receiving the 952-unit award, Xia Liu holds a total of 4,393.427 Phantom Stock Units. This total reflects accumulated director compensation awards over time, all economically linked to Badger Meter’s common stock and payable in cash once Liu’s board service with the company ends.