Badger Meter (NYSE: BMI) CFO details PSU and ESSOP share awards

Rhea-AI Filing Summary

Badger Meter Inc. VP-CFO & Treasurer Daniel R. Weltzien reported equity awards and plan-based share equivalents. On February 12, 2026, he acquired 1,193 shares of common stock tied to Performance Stock Units for the 2023–2025 performance period, which are scheduled to vest on March 3, 2026. Following this, he directly owns 5,989 common shares. He also acquired 1.3354 share equivalents through the unitized 401(k) ESSOP component, valued using a year-end Badger Meter stock price of $174.41, bringing his indirect ESSOP-related holdings to 111.68 share equivalents.

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

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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 WI 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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		A(1)		1,193	A(2)	(3)	5,989	D
Common Stock	02/12/2026		A(4)		1.3354	A	$174.41(5)	111.68	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 Daniel R. Weltzien	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did BMI VP-CFO Daniel Weltzien report on this Form 4?

Daniel Weltzien reported acquiring 1,193 Badger Meter common shares from earned Performance Stock Units and 1.3354 ESSOP share equivalents. These reflect equity compensation for the 2023–2025 performance period and plan contributions, rather than open-market purchases or sales.

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

After the reported transactions, the CFO beneficially owns 5,989 Badger Meter common shares directly and 111.68 share equivalents indirectly through the ESSOP. These figures combine earned Performance Stock Units and accumulated plan-based holdings disclosed in the filing.

What are the terms of the Performance Stock Units reported by BMI’s CFO?

The Performance Stock Units were granted on March 3, 2023 for the 2023–2025 period, with amounts based on performance criteria. Earned PSUs convert into common stock on a one-for-one basis and the earned value is scheduled to vest on March 3, 2026.

How were the ESSOP share equivalents for Badger Meter (BMI) calculated?

The ESSOP share equivalents represent Badger Meter stock accumulated during 2025 and early 2026 in a unitized 401(k) component, including contributions and company match. The filing states they are calculated using a year-end Badger Meter common stock price of $174.41.

Did the Badger Meter CFO buy or sell shares on the open market in this Form 4?

The transactions are described as acquisitions related to awards and plan contributions, not open-market trades. One reflects earned Performance Stock Units, while the other reflects ESSOP unitized share equivalents from 401(k) contributions and matching, both reported as acquisition-type transactions.

When will the earned Performance Stock Units for BMI’s CFO fully vest?

The filing states that the earned value of the Performance Stock Units, granted March 3, 2023 for the 2023–2025 performance period, is now subject to vesting and will vest on March 3, 2026, contingent on the stated conditions being satisfied.