Badger Meter director receives 952-share stock grant

Cook Melanie K. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Cook Melanie K. reported acquisition or exercise transactions in this Form 4 filing.

Badger Meter director receives annual stock grant

Badger Meter Inc. granted director Melanie K. Cook 952 shares of Common Stock on April 27, 2026, as a non‑employee director award under the 2021 Omnibus Incentive Plan. The grant is based on an annual equity value of $125,000. Following this award, she directly holds 3,237 shares of Badger Meter Common Stock. This is a compensation-related share grant, not an open-market purchase.

Insider Trade Summary

Grant/Award: 952 shares

Grant/Award 1 txn

Insider Cook Melanie K.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	952	$122.96	$117K

Holdings After Transaction: Common Stock — 3,237 shares (Direct)

Footnotes (1)

1. F1. Shares granted pursuant to the 2021 Omnibus Incentive Plan as approved by shareholders on April 30, 2021. Non-employee directors are given an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting. This year's grant is equal to $125,000 as rounded down to the nearest whole share based on a 10-day average closing price of the Company's Common stock.

Key Figures

Shares granted: 952 shares Reference price per share: $122.96 per share Grant value basis: $125,000 +2 more

5 metrics

Shares granted 952 shares Director equity award on April 27, 2026

Reference price per share $122.96 per share Reported transaction price for the 952-share grant

Grant value basis $125,000 Annual non-employee director stock grant target value

Shares owned after grant 3,237 shares Total Badger Meter Common Stock directly held by Cook

Pricing methodology window 10-day average closing price Used to calculate shares for the $125,000 grant

Key Terms

2021 Omnibus Incentive Plan, non-employee directors, annual grant, 10-day average closing price

4 terms

2021 Omnibus Incentive Plan financial

"Shares granted pursuant to the 2021 Omnibus Incentive Plan as approved by shareholders"

non-employee directors financial

"Non-employee directors are given an annual grant of Badger Meter Common Stock"

Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.

annual grant financial

"Non-employee directors are given an annual grant of Badger Meter Common Stock"

10-day average closing price financial

"based on a 10-day average closing price of the Company's Common stock"

FAQ

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

What did Badger Meter (BMI) director Melanie K. Cook report on this Form 4?

Melanie K. Cook reported receiving 952 shares of Badger Meter Common Stock as a director equity grant. The award is part of the company’s regular non-employee director compensation, delivered in stock rather than cash under the 2021 Omnibus Incentive Plan.

Was the Badger Meter (BMI) Form 4 transaction an open-market stock purchase?

No, the Form 4 shows a stock grant coded “A” for grant, award, or other acquisition. Shares were granted as compensation under the 2021 Omnibus Incentive Plan, not bought on the open market at the reported $122.96 reference price.

How many Badger Meter (BMI) shares does Melanie K. Cook hold after this grant?

After the reported grant, Melanie K. Cook directly holds 3,237 shares of Badger Meter Common Stock. This total includes the 952-share award received on April 27, 2026, as part of her annual non-employee director equity compensation.

How is the size of the Badger Meter (BMI) director stock grant determined?

The annual non-employee director grant equals $125,000, rounded down to the nearest whole share. Badger Meter calculates the number of shares using a 10-day average closing price of its Common Stock before the grant date, according to the footnote disclosure.

Under which plan was the Badger Meter (BMI) director equity grant made?

The grant was made under Badger Meter’s 2021 Omnibus Incentive Plan. Shareholders approved this plan on April 30, 2021, and it provides for annual stock awards to non-employee directors following the company’s annual meeting each year.

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

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Accepted by SEC EDGAR 04/29/2026 - 03:00 PM EDT 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^*

Cook Melanie K.

(Last) (First) (Middle)

4545 W. BROWN DEER ROAD

P.O. BOX 245036

(Street)

MILWAUKEE WISCONSIN 53224-9536

(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)
04/27/2026

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
Common Stock	04/27/2026		A(1)		952	A	$122.96	3,237	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. Shares granted pursuant to the 2021 Omnibus Incentive Plan as approved by shareholders on April 30, 2021. Non-employee directors are given an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting. This year's grant is equal to $125,000 as rounded down to the nearest whole share based on a 10-day average closing price of the Company's Common stock.

	/s/ William R.A. Bergum, Attorney-in-Fact for Melanie K. Cook	04/29/2026
	** 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)