BMI director records phantom stock units computed at $178.54 per share

Rhea-AI Filing Summary

Todd A. Adams, a director of Badger Meter Inc. (BMI), received phantom stock units under the company’s director deferred compensation plan on 10/01/2025. The filing reports two entries of phantom stock activity: an accrual of units tied to his $16,000 Q4 2025 non-employee director retainer computed at the $178.54 closing price on 9/30/2025, and additional units from routine dividend-equivalent payments. Each phantom stock unit is the economic equivalent of one share of common stock and becomes payable in cash upon the reporting person’s termination of service as a director. Following the reported transactions the filing shows positions of 15,784.387 and 15,886.833 phantom stock units, held directly.

Positive

• Director compensation deferred into phantom units rather than immediate cash, preserving company cash
• Retainer calculation disclosed — accrual computed at the $178.54 closing price on 9/30/2025
• Phantom units payable in cash on termination clarifies settlement method and avoids immediate share issuance

Negative

• None.

Insights

Corporate Governance Expert

Director deferred comp accrued in phantom units; payment is cash-on-termination.

The Form 4 shows Todd A. Adams used the director deferred compensation plan to accrue phantom stock units rather than receive immediate cash. The filing explicitly states the units are payable in cash upon termination of service, making these contractual compensation accruals, not stock issuances.

This is a routine governance-level disclosure about non-employee director compensation; it signals standard use of deferred pay but does not by itself indicate changes to board composition or control.

Compensation Analyst

Q4 2025 retainer of $16,000 was converted to phantom units at a $178.54 share price.

The filing specifies the $16,000 retainer was converted into phantom stock units using the 9/30/2025 closing price of $178.54, producing an accrued unit amount recorded on 10/01/2025. The Form 4 also records routine dividend-equivalent accruals on prior phantom units.

This details the mechanics of director pay deferral and shows compensation expense recognition timing tied to the company’s stock price on a specific date.

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
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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).

1. Name and Address of Reporting Person^*

ADAMS TODD A.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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

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)	10/01/2025		A(2)		89.62		(1)	(1)	BMI Common Stock	89.62	$178.54	15,784.387	D
Phantom Stock Units	(1)	10/01/2025		J		102.446		(1)	(1)	BMI Common Stock	102.446	(3)	15,886.833	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 Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account as payment for his 2025 Quarter 4 retainer paid to non-employee directors in the amount of $16,000. The phantom stock units were computed at $178.54, the 9/30/25 closing price of the Company's common stock as required by the plan.

3. Includes phantom stock units acquired through routine dividend equivalent payments on previously granted phantom stock units, which acquisitions are exempt under Rule 16a-11.

	/s/ William R.A. Bergum, Attorney-in-Fact for Todd A. Adams	10/02/2025
	** 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 did Todd A. Adams report on the Form 4 for BMI?

The Form 4 reports accruals of phantom stock units for Todd A. Adams on 10/01/2025, tied to his director retainer and dividend-equivalent payments.

How much was the Q4 2025 retainer that was converted into phantom stock for BMI director?

The retainer was $16,000, which was converted into phantom stock units calculated at the $178.54 closing price on 9/30/2025.

Are the phantom stock units actual shares that were issued?

No. The filing states each phantom stock unit is the economic equivalent of one share and becomes payable in cash upon the director’s termination of service.

How many phantom stock units are shown after the reported transactions?

The Form 4 lists positions of 15,784.387 and 15,886.833 phantom stock units held directly following the transactions.

When were the phantom stock units recorded in the filing?

The transactions are dated 10/01/2025 and the Form 4 was signed on 10/02/2025 by an attorney-in-fact.