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Badger Meter (BMI) director granted $19,000 in phantom stock units

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

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 a grant of 124.710 Phantom Stock Units tied to BMI common stock. Each unit equals one share of common stock economically and is payable in cash when his board service ends. The units were credited as his 2026 second-quarter director retainer of $19,000, valued at $152.35 per share based on the 3/31/26 closing price. Following this award, Adams holds a total of 16,120.483 Phantom Stock Units.

Positive

  • None.

Negative

  • None.
Insider ADAMS TODD A.
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 124.71 $152.35 $19K
Holdings After Transaction: Phantom Stock Units — 16,120.483 shares (Direct)
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. The phantom stock units were accrued in Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account as payment for his 2026 Quarter 2 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $152.35, the 3/31/26 closing price of the Company's common stock as required by the plan.
Phantom Stock Units granted 124.710 units Director award on 2026-04-01
Retainer amount $19,000 2026 Quarter 2 director retainer
Valuation price per unit $152.35 3/31/26 Badger Meter common stock closing price
Phantom units after grant 16,120.483 units Total Phantom Stock Units held after transaction
Economic equivalence ratio 1:1 Each Phantom Stock Unit equals one share of common stock economically
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.
Director Deferred Compensation Plan financial
"accrued in Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account"
retainer financial
"as payment for his 2026 Quarter 2 retainer paid to non-employee directors"
economic equivalent financial
"Each share of phantom stock is the economic equivalent of one share of 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*
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		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)04/01/2026A(2)124.71 (1) (1)BMI Common Stock124.71$152.3516,120.483D
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. The phantom stock units were accrued in Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account as payment for his 2026 Quarter 2 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $152.35, the 3/31/26 closing price of the Company's common stock as required by the plan.
/s/ William R.A. Bergum, Attorney-in-Fact for Todd A. Adams04/02/2026
** 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 insider transaction did Badger Meter (BMI) director Todd A. Adams report?

Todd A. Adams reported receiving 124.710 Phantom Stock Units as a compensation grant. These units are linked to Badger Meter common stock and were issued as his 2026 second-quarter director retainer, rather than as an open-market purchase or sale of shares.

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

Phantom Stock Units are bookkeeping units economically equivalent to one share of Badger Meter common stock. For Todd Adams, they will be settled in cash when his board service ends, giving him cash value tied to the company’s share price without issuing actual shares now.

How was the number of Phantom Stock Units for Todd Adams at Badger Meter (BMI) calculated?

The 124.710 Phantom Stock Units were computed by dividing a $19,000 retainer by the $152.35 closing price on 3/31/26. That price was specified in the company’s director deferred compensation plan as the valuation date for the 2026 second-quarter retainer grant.

What is the total Phantom Stock Unit balance for Todd Adams at Badger Meter (BMI)?

After this grant, Todd Adams holds 16,120.483 Phantom Stock Units. This balance reflects accumulated director deferred compensation awards over time, all economically tied to Badger Meter’s common stock value but payable in cash upon his termination of board service.

Does Todd Adams’ Badger Meter (BMI) Form 4 show an open-market buy or sell?

No, the filing shows a compensation-related award coded as a grant (transaction code A). Adams received Phantom Stock Units in lieu of cash for his director retainer, rather than buying or selling Badger Meter shares on the open market.