Badger Meter (BMI) director Xia Liu logs $19,000 in phantom stock units

Rhea-AI Filing Summary

Badger Meter Inc. director Xia Liu reported an automatic award of phantom stock units tied to her board compensation. On 01/01/2026, she accrued 108.94 phantom stock units under the Badger Meter, Inc. Director Deferred Compensation Plan as payment for her 2026 first-quarter retainer of $19,000 for non-employee directors. The units were valued using the Company’s 12/31/25 common stock closing price of $174.41 per share, as required by the plan.

Each phantom stock unit is the economic equivalent of one share of Badger Meter common stock and will be paid out in cash when Ms. Liu’s service as a director ends. Following this transaction, she beneficially owns 3,316.717 derivative securities in the form of phantom stock units held directly.

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
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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^*

Liu Xia

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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

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
Phantom Stock Units	(1)	01/01/2026		A(2)		108.94		(1)	(1)	BMI Common Stock	108.94	$174.41	3,316.717	D

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 Ms. Liu's Badger Meter, Inc. Director Deferred Compensation Plan account as payment for her 2026 Quarter 1 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $174.41, the 12/31/25 closing price of the Company's common stock as required by the plan.

	/s/ William R.A. Bergum, Attorney-in-Fact for Xia Liu	01/02/2026
	** 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 director Xia Liu?

Badger Meter reported that director Xia Liu accrued 108.94 phantom stock units on 01/01/2026 under the Director Deferred Compensation Plan as part of her board compensation.

How was the number of phantom stock units for Xia Liu at Badger Meter (BMI) calculated?

The 108.94 phantom stock units were computed by dividing Ms. Liu’s $19,000 2026 Quarter 1 non-employee director retainer by the $174.41 closing price of Badger Meter common stock on 12/31/25, as required by the plan.

What does each phantom stock unit represent for Badger Meter (BMI) director Xia Liu?

Each phantom stock unit is the economic equivalent of one share of Badger Meter common stock and will be settled in cash when Ms. Liu’s service as a director terminates.

How many derivative securities does Xia Liu beneficially own after this Badger Meter (BMI) transaction?

After the reported transaction, Xia Liu beneficially owns 3,316.717 derivative securities in the form of phantom stock units, held in a direct ownership capacity.

What kind of compensation is reported in this Badger Meter (BMI) Form 4 filing?

The filing reports director deferred compensation for Xia Liu, where her 2026 Quarter 1 board retainer of $19,000 was converted into 108.94 phantom stock units under the Director Deferred Compensation Plan.

When will Badger Meter (BMI) director Xia Liu receive payment for these phantom stock units?

The filing states that the phantom stock units will become payable in cash upon Ms. Liu’s termination of service as a director.