Badger Meter (BMI) VP uses shares to cover tax obligations in Form 4

Rhea-AI Filing Summary

Badger Meter Inc.'s VP-Global Operations, Richard Htwe, reported two tax-withholding share dispositions of company common stock. On February 27, 2026, 54 shares were disposed of at $152.43 per share, leaving him with 6,024 directly held shares afterward. On March 3, 2026, 449 shares were disposed of at $148.76 per share, leaving him with 5,575 directly held shares. Both transactions are classified as payment of tax liability by delivering securities, not open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Htwe Richard

Role VP-Global Operations

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	449	$148.76	$67K
Tax Withholding	Common Stock	54	$152.43	$8K

Holdings After Transaction: Common Stock — 5,575 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Htwe Richard

(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)
	VP-Global Operations

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		54	D	$152.43	6,024	D
Common Stock	03/03/2026		F		449	D	$148.76	5,575	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 Richard Htwe	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 transactions did Badger Meter (BMI) report for Richard Htwe?

Badger Meter reported two tax-withholding share dispositions by VP-Global Operations Richard Htwe. He disposed of 54 shares on February 27, 2026, and 449 shares on March 3, 2026, both to cover tax obligations by delivering company stock.

Were the recent Badger Meter (BMI) insider transactions open-market sales?

No, the reported transactions were tax-withholding dispositions, not open-market sales. Both were coded as "F," meaning shares were delivered to satisfy tax liabilities or exercise costs, rather than being sold on the open market for investment purposes.

How many Badger Meter (BMI) shares did Richard Htwe dispose of for taxes?

Richard Htwe disposed of 54 shares and 449 shares in two transactions. The first occurred on February 27, 2026, at $152.43 per share, and the second on March 3, 2026, at $148.76 per share, both classified as tax-withholding events.

How many Badger Meter (BMI) shares does Richard Htwe hold after these transactions?

After the reported tax-withholding transactions, Richard Htwe directly holds 5,575 Badger Meter shares. The Form 4 shows 6,024 shares following the February 27, 2026 event and 5,575 shares following the March 3, 2026 disposition, all categorized as direct ownership.

What does transaction code "F" mean in the Badger Meter (BMI) Form 4?

Transaction code "F" indicates payment of tax liability or exercise price by delivering securities. In this case, Richard Htwe used Badger Meter common stock to satisfy tax obligations, leading to share dispositions without classifying them as regular open-market sales.