Badger Meter director receives 952-share stock grant

STERN JAMES F reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

STERN JAMES F reported acquisition or exercise transactions in this Form 4 filing.

Badger Meter Inc. director James F. Stern received a grant of 952 shares of Common Stock valued at $125,000. The shares were awarded on April 27, 2026 under the 2021 Omnibus Incentive Plan as part of the company’s annual equity grant for non-employee directors.

After this award, Stern directly holds 8,551 shares of Badger Meter Common Stock. The grant size was determined by rounding down to the nearest whole share based on a 10-day average closing price of the company’s stock.

Insider Trade Summary

Grant/Award: 952 shares

Grant/Award 1 txn

Insider STERN JAMES F

Role Director

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

Holdings After Transaction: Common Stock — 8,551 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 Grant value: $125,000 Shares owned after grant: 8,551 shares +1 more

4 metrics

Shares granted 952 shares Common Stock grant on April 27, 2026

Grant value $125,000 Annual non-employee director grant under 2021 Omnibus Incentive Plan

Shares owned after grant 8,551 shares Total direct holdings after reported transaction

Share price reference $122.96 per share Reported transaction price per share for the grant

Key Terms

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

4 terms

2021 Omnibus Incentive Plan financial

"Shares granted pursuant to the 2021 Omnibus Incentive Plan as approved by shareholders on April 30, 2021."

annual grant financial

"Non-employee directors are given an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting."

10-day average closing price financial

"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."

non-employee directors financial

"Non-employee directors are given an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting."

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.

FAQ

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

What did Badger Meter (BMI) director James F. Stern report in this Form 4?

James F. Stern reported receiving 952 shares of Badger Meter Common Stock as an equity grant. The award is valued at $125,000 and was made under the 2021 Omnibus Incentive Plan as part of the company’s regular non-employee director compensation.

Was the Badger Meter (BMI) transaction a purchase or a grant?

The transaction was a grant, not an open-market purchase. Stern received 952 shares as a compensation-related award under the 2021 Omnibus Incentive Plan, reflecting Badger Meter’s standard annual equity grant for non-employee directors following the annual meeting.

How many Badger Meter (BMI) shares does James F. Stern hold after this grant?

Following the 952-share grant, James F. Stern directly holds 8,551 shares of Badger Meter Common Stock. This total reflects his updated direct ownership position as reported in the Form 4 after the annual non-employee director equity award was issued.

What plan governed the Badger Meter (BMI) director stock grant?

The stock grant was made under Badger Meter’s 2021 Omnibus Incentive Plan. Shareholders approved this plan on April 30, 2021, and it provides for annual grants of Common Stock to non-employee directors after the company’s annual shareholder meeting.

How was the 952-share Badger Meter (BMI) grant amount determined?

The 952-share grant corresponds to an intended value of $125,000. The number of shares was calculated using a 10-day average closing price of Badger Meter’s Common Stock and then rounded down to the nearest whole share, as described in the footnote.

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

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

STERN JAMES F

(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)
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	8,551	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 James F. Stern	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)