Badger Meter (NYSE: BMI) EVP awarded 1,312 shares, with 210 withheld for taxes

Rhea-AI Filing Summary

Badger Meter EVP Robert Wrocklage reported routine equity compensation and related tax withholding. On March 6, 2026, he received a grant of 1,312 shares of restricted common stock under the 2021 Omnibus Incentive Plan, which vest ratably over three years from the grant date.

On the same date, 210 shares were disposed of at $148.85 per share to cover tax obligations. After these transactions, he directly holds 22,321 shares of Badger Meter common stock, reflecting a net increase in his ownership.

Insights

Equity compensation analyst

Routine stock grant with tax withholding, modest net increase in insider holdings.

Executive vice president Robert Wrocklage received 1,312 restricted shares of Badger Meter common stock as part of long-term incentive compensation under the 2021 Omnibus Incentive Plan. The award vests in equal installments over three years from March 6, 2026, tying compensation to continued service and future company performance.

To satisfy tax obligations on this equity award, 210 shares were withheld and disposed of at $148.85 per share. This is a standard, non-market transaction rather than an open-market sale. Following these moves, Wrocklage directly owns 22,321 shares, indicating a small net increase in his equity stake.

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)
03/06/2026

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	03/06/2026		F		210	D	$148.85	21,009	D
Common Stock	03/06/2026		A		1,312	A	(1)	22,321	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:

1. Restricted stock granted March 6, 2026 to reporting person under the 2021 Omnibus Incentive Plan. The restricted stock vests ratably over three years from the grant date.

	/s/ William R.A. Bergum, Attorney-in-Fact for Robert A. Wrocklage	03/10/2026
	** 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 transactions did Badger Meter (BMI) EVP Robert Wrocklage report?

Robert Wrocklage reported receiving 1,312 restricted shares of Badger Meter common stock and a 210-share tax-withholding disposition on March 6, 2026. These transactions are compensation-related, not open-market trades, and resulted in a modest net increase in his holdings.

How many Badger Meter (BMI) shares does Robert Wrocklage hold after this Form 4?

After the reported transactions, Robert Wrocklage directly holds 22,321 shares of Badger Meter common stock. This figure reflects the new restricted stock grant of 1,312 shares and the 210 shares disposed of to cover related tax obligations on March 6, 2026.

What is the nature of the 1,312-share grant to Badger Meter (BMI) EVP Wrocklage?

The 1,312 shares are a grant of restricted common stock awarded under Badger Meter’s 2021 Omnibus Incentive Plan. According to the disclosure, this restricted stock vests ratably over three years from the March 6, 2026 grant date, encouraging long-term alignment.

Was the 210-share disposition by Badger Meter (BMI) EVP an open-market sale?

No. The 210-share disposition is coded as a tax-withholding transaction at $148.85 per share. It represents shares delivered to satisfy tax liabilities associated with the equity grant, rather than a discretionary open-market sale of Badger Meter stock.

How does this Badger Meter (BMI) Form 4 affect insider ownership for Wrocklage?

The Form 4 shows a net increase in Robert Wrocklage’s direct holdings. He received 1,312 restricted shares and had 210 shares withheld for taxes, ending with 22,321 shares. This indicates higher equity exposure through compensation, despite the tax-related share disposition.