Badger Meter (NYSE: BMI) EVP reports tax-withholding share disposals

Rhea-AI Filing Summary

Badger Meter executive Robert Wrocklage, EVP–N.A. Municipal Utility, reported two tax-withholding dispositions of common stock. On March 3, 1,728 shares were withheld at $148.76 per share, and on February 27, 172 shares were withheld at $152.43 per share. These transactions satisfied tax obligations on equity awards, and he directly holds 21,219 shares after the latest event.

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)
03/03/2026

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	02/27/2026		F		172	D	$152.43	22,947	D
Common Stock	03/03/2026		F		1,728	D	$148.76	21,219	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ William R.A. Bergum, Attorney-in-Fact for Robert A. Wrocklage	03/03/2026
	** 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.

FAQ

What insider transaction did Badger Meter (BMI) report for Robert Wrocklage?

Badger Meter executive Robert Wrocklage reported two tax-withholding dispositions of common stock. Shares were withheld to cover tax liabilities on equity awards rather than sold in open-market trades, reflecting routine administration of his executive compensation.

How many Badger Meter (BMI) shares were disposed of for tax withholding?

Robert Wrocklage had 1,728 shares withheld on March 3 and 172 shares withheld on February 27. Both transactions were coded “F,” indicating payment of tax liabilities by delivering shares instead of cash under equity award programs.

At what prices were Robert Wrocklage’s Badger Meter (BMI) tax-withholding shares valued?

The March 3 tax-withholding disposition used a price of $148.76 per share, while the February 27 disposition used $152.43 per share. These prices determine the value of shares delivered to satisfy his equity-related tax obligations.

Does Robert Wrocklage still hold Badger Meter (BMI) shares after these Form 4 transactions?

Yes. After the March 3 tax-withholding disposition, Robert Wrocklage directly holds 21,219 Badger Meter common shares. Earlier, following the February 27 transaction, he held 22,947 shares, so the latest filing confirms a remaining substantial direct ownership position.

What does transaction code F mean in Badger Meter (BMI) insider filings?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, Wrocklage used Badger Meter shares to satisfy tax obligations on equity awards, distinguishing these transactions from discretionary open-market sales.