Badger Meter (NYSE: BMI) director receives phantom stock units as Q3 2026 retainer

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Liu Xia reported acquisition or exercise transactions in this Form 4 filing.

Badger Meter Inc director Xia Liu received a grant of phantom stock units as part of regular board compensation. She was awarded 128.0500 phantom stock units, each economically equivalent to one share of BMI common stock, bringing her total phantom stock holdings to 4,652.7570 units.

The units were credited to her Director Deferred Compensation Plan account as payment for her 2026 Quarter 3 non-employee director retainer of $19,000, calculated at a share price of $148.38, the 6/30/26 closing price. These phantom units are payable in cash when her service as a director ends.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Liu Xia

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	128.05	$148.38	$19K

Holdings After Transaction: Phantom Stock Units — 4,652.757 shares (Direct, null)

Footnotes (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. The phantom stock units were accrued in Ms. Liu's Badger Meter, Inc. Director Deferred Compensation Plan account as payment for her 2026 Quarter 3 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $148.38, the 6/30/26 closing price of the Company's common stock as required by the plan.

Key Figures

Phantom stock units granted: 128.0500 units Retainer amount: $19,000 Pricing reference: $148.38 per unit +1 more

4 metrics

Phantom stock units granted 128.0500 units Grant for 2026 Quarter 3 director retainer

Retainer amount $19,000 2026 Quarter 3 non-employee director retainer

Pricing reference $148.38 per unit 6/30/26 closing price of common stock used for computation

Total phantom stock after grant 4,652.7570 units Phantom stock units held following this transaction

Key Terms

Phantom Stock Units, Director Deferred Compensation Plan, retainer

3 terms

Phantom Stock Units financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

Director Deferred Compensation Plan financial

"accrued in Ms. Liu's Badger Meter, Inc. Director Deferred Compensation Plan account as payment"

retainer financial

"account as payment for her 2026 Quarter 3 retainer paid to non-employee directors"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 06:00 PM Accepted by SEC EDGAR 07/02/2026 - 06:00 PM

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^*

Liu Xia

(Last)

(First)

(Middle)

4545 W. BROWN DEER ROAD

(Street)

MILWAUKEE

WISCONSIN

53223

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	07/01/2026		A⁽²⁾		128.05		⁽¹⁾	⁽¹⁾	BMI Common Stock	128.05	$148.38	4,652.757	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 3 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $148.38, the 6/30/26 closing price of the Company's common stock as required by the plan.

	/s/ William R.A. Bergum, Attorney-in-Fact for Liu Xia	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Xia Liu reported receiving 128.0500 phantom stock units tied to Badger Meter common stock. The grant represents her 2026 Quarter 3 director retainer, credited to her deferred compensation plan and payable in cash when her board service ends.

How were Xia Liu’s Badger Meter (BMI) phantom stock units calculated?

The 128.0500 phantom stock units were computed using a $148.38 price, the 6/30/26 closing price of Badger Meter common stock. This price was applied to her $19,000 2026 Quarter 3 non-employee director retainer under the company’s compensation plan.

What are Badger Meter (BMI) phantom stock units for Xia Liu?

Each phantom stock unit is economically equivalent to one share of Badger Meter common stock. For Xia Liu, these units are bookkeeping entries payable in cash, not actual shares, and will be settled when her service as a director terminates under the plan.

How many Badger Meter (BMI) phantom stock units does Xia Liu hold after this grant?

After the 128.0500-unit grant, Xia Liu holds a total of 4,652.7570 phantom stock units. This balance reflects accumulated director compensation credited in phantom units, each tied in value to one share of Badger Meter common stock.

Why did Xia Liu receive phantom stock units instead of cash from Badger Meter (BMI)?

Her 2026 Quarter 3 retainer of $19,000 was paid through the Director Deferred Compensation Plan in phantom stock units. This structure defers compensation, with units tracking Badger Meter’s share value and being paid out in cash when her board service concludes.