Badger Meter (BMI) VP Fred Begale gains stock through ESSOP and PSU awards

Rhea-AI Filing Summary

Badger Meter vice president Fred J. Begale reported acquiring additional company stock through compensation and benefit plans. On February 12, 2026, he acquired 193.09 share equivalents of Badger Meter common stock in his unitized 401(k) ESSOP account at a valuation of $174.41 per share equivalent. He also acquired 1,193 shares of common stock directly, reflecting performance stock units earned for the 2023–2025 period and approved by the board’s compensation committee, which are scheduled to vest on March 3, 2026. Following these transactions, Begale beneficially owned 7,505.29 share equivalents indirectly via the ESSOP and 3,530 shares 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
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^*

Begale Fred J

(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-Utility NPD

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A(1)		193.09	A	$174.41(2)	7,505.29	I	ESSOP
Common Stock	02/12/2026		A(3)		1,193	A(4)	(5)	3,530	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. Represents share equivalents of Badger Meter stock accumulated during 2025 and early 2026 in the participant's unitized 401(k) component of the ESSOP, including contributions and match.

2. Year end stock price for Badger Meter Common Stock used to calculate the ESSOP unitized share equivalents.

3. On March 3, 2023, the Reporting Person was granted Performance Stock Units ("PSUs"), the amount of which was subject to the achievement of certain performance criteria for the 2023-2025 performance period. The shares reported represent the number of PSUs that were earned as a result of the achievement of such performance criteria and approved by the Compensation and Human Resources Committee of the Board on February 12, 2026. The earned value of these shares is now subject to vesting, which will occur on March 3, 2026.

4. Represents the number of shares of common stock issued upon the vesting of PSUs granted on March 3, 2023 for the 2023-2025 performance period, based on the third anniversary of the grant date subject to both performance achievement approval and continued employment through such date.

5. PSUs convert into common stock on a one-for-one basis

	/s/ William R.A. Bergum, Attorney-in-Fact for Fred J. Begale	02/17/2026
	** 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 activity did BMI executive Fred J. Begale report on this Form 4?

Fred J. Begale reported acquiring Badger Meter common stock through employee plans. He gained 193.09 ESSOP share equivalents valued at $174.41 each and 1,193 directly held shares tied to performance stock units earned for the 2023–2025 performance period and approved in February 2026.

How many Badger Meter (BMI) shares does Fred J. Begale own after these transactions?

After the reported transactions, Fred J. Begale beneficially owns 7,505.29 Badger Meter share equivalents indirectly via the ESSOP and 3,530 shares directly. These totals reflect his accumulated holdings following the February 12, 2026 acquisitions reported in the filing, combining retirement-plan and directly held positions.

What is the source of the 193.09 Badger Meter share equivalents reported for Fred J. Begale?

The 193.09 share equivalents represent Badger Meter stock accumulated in 2025 and early 2026 in Begale’s unitized 401(k) ESSOP component. They include employee contributions and company match and were valued using the year-end Badger Meter common stock price to calculate the unitized share equivalents.

How were Fred J. Begale’s 1,193 Badger Meter (BMI) shares determined and approved?

The 1,193 shares stem from performance stock units granted March 3, 2023 for the 2023–2025 period. The amount was based on achieved performance criteria, which the Compensation and Human Resources Committee approved on February 12, 2026, converting the earned PSUs into shares subject to vesting.

When will Fred J. Begale’s newly earned Badger Meter performance shares vest?

The earned performance stock units for Fred J. Begale are scheduled to vest on March 3, 2026. Vesting occurs on the third anniversary of the March 3, 2023 grant date, subject to both performance achievement approval and continued employment requirements specified for the 2023–2025 performance period.

How do Fred J. Begale’s Badger Meter PSUs convert into common stock?

Fred J. Begale’s performance stock units convert into Badger Meter common stock on a one-for-one basis. The PSUs were tied to performance criteria for the 2023–2025 period, and once earned and approved, they convert into the same number of common shares, subject to vesting conditions.