BMI: Xia Liu Accrues 89.62 Phantom Units for Q4 2025 Retainer

Rhea-AI Filing Summary

Badger Meter, Inc. director Xia Liu reported receipt of phantom stock units tied to the company's common stock on 10/01/2025. The filing shows two entries: an accrual of 89.62 phantom stock units valued at $178.54 per unit, recorded as payment for the Q4 2025 non-employee director retainer of $16,000, and an additional 18.215 phantom stock units credited as dividend equivalents on previously granted units. Following these transactions Ms. Liu beneficially owns a total of 3,207.777 phantom stock units, each economically equivalent to one share of common stock and payable in cash upon termination of her service as a director. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Liu on 10/01/2025.

Positive

• Deferred compensation provided as phantom units preserves cash flow while aligning director pay with stock performance
• Dividend-equivalent unit accruals are routine and treated as exempt under Rule 16a-11

Negative

• Phantom units create a cash payout obligation tied to future termination and market price
• Payment valuation is sensitive to share price (used $178.54 per unit), exposing the company to variability in cash liability

Insights

Corporate Governance Analyst

Director compensation recorded as phantom stock units totaling 3,207.777 units.

Ms. Liu received 89.62 phantom units as her Q4 2025 retainer, valued at $178.54 per unit, and 18.215 units as dividend equivalents.

This reporting reflects non-cash, deferred director pay that vests or is payable in cash upon termination of service; it does not change outstanding common shares but creates a cash obligation tied to the stock price.

Executive Compensation Specialist

Phantom units substitute for cash and align pay with stock value without issuing shares.

The filing states the Q4 retainer of $16,000 was converted into 89.62 units using the 9/30/25 closing price of $178.54.

Dividend-equivalent credits added 18.215 units and are treated as exempt acquisitions under Rule 16a-11 according to the filer.

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).

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)
10/01/2025

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)	10/01/2025		A(2)		89.62		(1)	(1)	BMI Common Stock	89.62	$178.54	3,189.562	D
Phantom Stock Units	(1)	10/01/2025		J		18.215		(1)	(1)	BMI Common Stock	18.215	(3)	3,207.777	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 2025 Quarter 4 retainer paid to non-employee directors in the amount of $16,000. The phantom stock units were computed at $178.54, the 9/30/25 closing price of the Company's common stock as required by the plan.

3. Includes phantom stock units acquired through routine dividend equivalent payments on previously granted phantom stock units, which acquisitions are exempt under Rule 16a-11.

	/s/ William R.A. Bergum, Attorney-in-Fact for Xia Liu	10/01/2025
	** 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.
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FAQ

What did Badger Meter director Xia Liu report on Form 4 (BMI)?

The Form 4 reports Ms. Liu received 89.62 phantom stock units for her Q4 2025 retainer and 18.215 units as dividend equivalents on 10/01/2025.

How were the phantom stock units valued in the filing?

The units were computed using the company's 9/30/25 closing price of $178.54 per share.

How many phantom stock units does Xia Liu beneficially own after the transactions?

Following the reported transactions Ms. Liu beneficially owns a total of 3,207.777 phantom stock units.

When are phantom stock units payable according to the filing?

The filing states each unit is payable in cash upon the reporting person's termination of service as a director.

Was the Form 4 signed and when?

Yes; the Form 4 was signed by an attorney-in-fact on behalf of Xia Liu on 10/01/2025.