Badger Meter director accrues $19K in deferred pay

The phantom stock units are payable in cash when Liu’s service as a director ends.

Rhea-AI Filing Summary

Xia Liu reported acquisition or exercise transactions in this Form 4 filing. Badger Meter Inc. (BMI) director Xia Liu accrued 153.8 phantom stock units on October 1, 2026, as payment for her 2026 Quarter 4 retainer of $19,000. The units were computed at $123.54, the September 30, 2026 closing price of the company’s common stock, bringing her reported phantom stock balance to 4,806.557 units. Each unit is the economic equivalent of one common share and becomes payable in cash upon termination of her director service.

Insider Trade Summary

Grant/Award: 153.8 shares

Grant/Award 1 txn

Insider Liu Xia

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units F1, F2	153.8	$123.54	$19K

Holdings After Transaction: Phantom Stock Units — 4,806.557 contracts (Direct)

Footnotes (2)

1. F1. 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. F2. The phantom stock units were accrued in Ms. Liu's Badger Meter, Inc. Director Deferred Compensation Plan account as payment for her 2026 Quarter 4 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $123.54, the 9/30/26 closing price of the Company's common stock as required by the plan.

Key Figures

Phantom stock units accrued: 153.8 units Calculation price: $123.54 per common share Reported phantom stock balance: 4,806.557 units +1 more

4 metrics

Phantom stock units accrued 153.8 units October 1, 2026

Calculation price $123.54 per common share September 30, 2026 closing price used to compute the units

Reported phantom stock balance 4,806.557 units Following the October 1, 2026 accrual

Quarter 4 retainer $19,000 2026 retainer paid to non-employee directors

Key Terms

phantom stock, Director Deferred Compensation Plan, economic equivalent

3 terms

phantom stock financial

"Each share of phantom stock is the economic equivalent"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Director Deferred Compensation Plan financial

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

economic equivalent financial

"the economic equivalent of one share of common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many phantom stock units did BMI director Xia Liu accrue?

Xia Liu accrued 153.8 phantom stock units on October 1, 2026, bringing her reported balance to 4,806.557 units. The units were credited to her Director Deferred Compensation Plan account as payment for her $19,000 2026 Quarter 4 retainer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 09:58 AM Accepted by SEC EDGAR 10/02/2026 - 09:57 AM Learn about SEC filing dates

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)
10/01/2026

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)
			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)	10/01/2026		A(2)		153.8		(1)	(1)	BMI Common Stock	153.8	$123.54	4,806.557	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 4 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $123.54, the 9/30/26 closing price of the Company's common stock as required by the plan.

	/s/ William R.A. Bergum, Attorney-in-Fact for Liu Xia	10/02/2026
	** 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)