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Badger Meter (NYSE: BMI) EVP reports PSU share award and ESSOP accrual

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

Rhea-AI Filing Summary

Badger Meter executive Robert Wrocklage reported equity awards and plan-based share accruals. On February 12, 2026, he acquired 3,578 shares of Badger Meter common stock at no cost, tied to Performance Stock Units granted on March 3, 2023 and earned for the 2023–2025 performance period. These earned PSUs convert into common stock on a one-for-one basis and remain subject to vesting scheduled for March 3, 2026, bringing his directly held stake to 23,119 shares.

On the same date, 2.7855 share equivalents of Badger Meter stock were credited indirectly through his ESSOP unitized 401(k) component at a reference price of $174.41 per share, increasing his indirect beneficial holdings there to 172.3 share equivalents.

Positive

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Insider Wrocklage Robert
Role EVP-N.A. Muncipal Utility
Type Security Shares Price Value
Grant/Award Common Stock 3,578 $0.00 $0.00
Grant/Award Common Stock 2.7855 $174.41 $485.82
Holdings After Transaction: Common Stock — 23,119 shares (Direct); Common Stock — 172.3 shares (Indirect, ESSOP)
Footnotes (5)
  1. F1. 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. F2. 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. F3. PSUs convert into common stock on a one-for-one basis.
  4. F4. 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. F5. Year end stock price for Badger Meter Common Stock used to calculate the ESSOP unitized share equivalents.

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FAQ

What insider transaction did BMI executive Robert Wrocklage report on this Form 4?
He reported acquiring 3,578 Badger Meter common shares at no cost from earned Performance Stock Units, plus 2.7855 share equivalents through his ESSOP 401(k) component. These transactions increased his direct and indirect beneficial ownership in the company’s stock.

How many Badger Meter (BMI) shares does Robert Wrocklage own after this transaction?
After the reported equity award, he beneficially owns 23,119 shares of Badger Meter common stock directly and 172.3 share equivalents indirectly through the ESSOP plan, according to the filing, reflecting his updated stake following the February 12, 2026 acquisitions.

What are the Performance Stock Units mentioned in the BMI Form 4 filing?
The Performance Stock Units were granted on March 3, 2023 for a 2023–2025 performance period. The 3,578 earned units converted into common shares after meeting performance criteria and Board committee approval, and they remain subject to vesting on March 3, 2026.

When do Robert Wrocklage’s newly earned Badger Meter PSUs fully vest?
The earned PSUs are scheduled to vest on March 3, 2026, which is the third anniversary of the original March 3, 2023 grant date, following achievement and approval of 2023–2025 performance criteria and continued employment through that vesting date.

What does the ESSOP transaction in the BMI Form 4 represent?
The ESSOP entry reflects 2.7855 share equivalents of Badger Meter stock accumulated in 2025 and early 2026 in Wrocklage’s unitized 401(k) component, including contributions and company match, valued using a $174.41 year-end stock price to calculate those unitized share equivalents.

Is Robert Wrocklage’s Form 4 transaction an open-market purchase of BMI stock?
No, the filing describes a grant or award-type acquisition. Shares came from earned Performance Stock Units converting into stock, plus ESSOP plan-based share equivalents, rather than an open-market buy at a negotiated price per share on a stock exchange.
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*
Wrocklage Robert
(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)
EVP-N.A. Muncipal Utility
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) 3,578 A(2) (3) 23,119 D
Common Stock 02/12/2026 A(4) 2.7855 A $174.41(5) 172.3 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 Robert A. Wrocklage 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