What does the 41-share tax-withholding disposition mean for Badger Meter (BMI)?

The 41-share tax-withholding disposition reflects shares delivered to cover tax liabilities, not an open-market sale. These shares were valued at $148.85 each, indicating a mechanistic payment of tax obligations associated with equity compensation rather than discretionary selling activity.

Badger Meter (NYSE: BMI) CFO gets stock grant and tax share withholding

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Rhea-AI Filing Summary

Badger Meter Inc reported insider equity activity by its VP-CFO and Treasurer, Daniel R. Weltzien. On March 6, 2026, he received a grant of 738 shares of restricted common stock under the 2021 Omnibus Incentive Plan, which vest ratably over three years from the grant date.

On the same date, 41 shares of common stock were disposed of at $148.85 per share to satisfy tax obligations through a tax-withholding disposition, rather than an open-market sale. Following these transactions, Weltzien directly owned 6,190 shares of Badger Meter common stock.

Insider Trade Summary

Net Buyer: 697 shares

Net Buy 2 txns

Insider Weltzien Daniel R

Role VP-CFO & Treasurer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	41	$148.85	$6K
Grant/Award	Common Stock	738	$0.00	$0.00

Holdings After Transaction: Common Stock — 6,190 shares (Direct)

Footnotes (1)

F1. Restricted stock granted March 6, 2026 to reporting person under the 2021 Omnibus Incentive Plan. The restricted stock vests ratably over three years from the grant date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/10/2026 - 06:00 PM

FAQ

What insider transactions did Badger Meter (BMI) report for Daniel R. Weltzien?

Badger Meter reported that VP-CFO and Treasurer Daniel R. Weltzien received a grant of 738 restricted common shares and had 41 shares disposed of to cover tax obligations, both dated March 6, 2026, leaving him with 6,190 directly owned shares.

How many Badger Meter (BMI) shares were granted to the CFO and on what terms?

Daniel R. Weltzien was granted 738 shares of Badger Meter common stock as restricted stock under the 2021 Omnibus Incentive Plan. According to the footnote, these restricted shares vest ratably over three years from the March 6, 2026 grant date.

How many Badger Meter (BMI) shares does the CFO hold after these transactions?

After the reported transactions, Daniel R. Weltzien directly owns 6,190 shares of Badger Meter common stock. This figure reflects his holdings following both the 738-share restricted stock grant and the 41-share tax-withholding disposition recorded on March 6, 2026.

Are the Badger Meter (BMI) CFO’s transactions open-market buys or sells?

The reported activities are a grant of 738 restricted shares and a 41-share tax-withholding disposition, not open-market purchases or sales. The tax-withholding disposition represents payment of tax liability by delivering shares, while the grant is compensation-related under the 2021 Omnibus Incentive Plan.

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^*

Weltzien Daniel R

(Last)

(First)

(Middle)

4545 W. BROWN DEER ROAD

(Street)

MILWAUKEE

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-CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		F		41	D	$148.85	5,452	D
Common Stock	03/06/2026		A		738	A	⁽¹⁾	6,190	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)
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. Restricted stock granted March 6, 2026 to reporting person under the 2021 Omnibus Incentive Plan. The restricted stock vests ratably over three years from the grant date.

	/s/ William R.A. Bergum, Attorney-in-Fact for Daniel R Weltzien	03/10/2026
	** 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