Badger Meter (NYSE: BMI) CEO gains PSUs and ESSOP share equivalents

Rhea-AI Filing Summary

Badger Meter Inc. chairman, president and CEO Kenneth Bockhorst acquired additional company stock through equity awards and retirement plan contributions. On February 12, 2026, he was credited with 21,146 shares of common stock at no cost, earned from Performance Stock Units granted on March 3, 2023 for the 2023-2025 performance period. These earned shares remain subject to vesting on March 3, 2026, and his directly held common stock increased to 61,159 shares.

On the same date, he also acquired 4.9656 share equivalents of Badger Meter stock in the unitized 401(k) component of the ESSOP at a reference price of $174.41 per share, bringing his indirectly held ESSOP share equivalents to 255.8. These ESSOP units reflect contributions and matching amounts accumulated during 2025 and early 2026.

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

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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^*

Bockhorst Kenneth

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

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)		21,146	A(2)	(3)	61,159	D
Common Stock	02/12/2026		A(4)		4.9656	A	$174.41(5)	255.8	I	ESSOP

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. 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.

2. 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.

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

4. 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.

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

	/s/ William R.A. Bergum, Attorney-in-Fact for Kenneth C Bockhorst	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.
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FAQ

What insider transaction did Badger Meter (BMI) report for its CEO?

Badger Meter reported that CEO Kenneth Bockhorst acquired company stock via equity awards and retirement plan contributions. On February 12, 2026, he received shares earned from performance stock units and additional ESSOP share equivalents linked to 401(k) contributions and company matching.

How many Badger Meter (BMI) shares did the CEO receive from PSUs?

Kenneth Bockhorst earned 21,146 shares of Badger Meter common stock from Performance Stock Units. These PSUs were granted on March 3, 2023 for the 2023-2025 performance period and were approved based on achieved performance, with vesting scheduled to occur on March 3, 2026.

When do the Badger Meter CEO’s earned PSUs vest?

The earned PSUs for Badger Meter’s CEO are scheduled to vest on March 3, 2026. They relate to awards granted on March 3, 2023 covering the 2023-2025 performance period, and vesting depends on performance approval and continued employment through the third anniversary of the grant.

What is the CEO’s direct Badger Meter (BMI) shareholding after this Form 4?

After the reported transactions, CEO Kenneth Bockhorst directly beneficially owns 61,159 shares of Badger Meter common stock. This figure reflects the addition of 21,146 earned shares from Performance Stock Units credited on February 12, 2026, as disclosed in the insider filing.

What does the Badger Meter ESSOP transaction for the CEO represent?

The ESSOP transaction represents 4.9656 share equivalents of Badger Meter stock accumulated in the CEO’s unitized 401(k) component. These units reflect employee contributions and company match during 2025 and early 2026, valued using a year-end Badger Meter common stock price of $174.41 per share.

Is the CEO’s Badger Meter Form 4 transaction an open-market purchase?

The transactions are not described as open-market purchases. They consist of shares earned from performance-based stock units granted earlier and share equivalents accumulated within a unitized 401(k) ESSOP plan, rather than discretionary stock bought on the open market.