Badger Meter director granted phantom stock units

Liu Xia reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Liu Xia reported acquisition or exercise transactions in this Form 4 filing.

Badger Meter director Xia Liu received a compensation-related grant of phantom stock units. On this Form 4, Liu was awarded 131.280 phantom stock units, each economically equivalent to one share of Badger Meter common stock, valued at $152.35 per unit based on the 3/31/2026 closing price.

The award represents payment of a $20,000 annual Audit and Compliance Committee Chair fee, credited to Liu's Director Deferred Compensation Plan account. Phantom stock becomes payable in cash upon her termination of service as a director, and this transaction brings her reported phantom stock balance to 4,524.707 units.

Insights

Equity compensation analyst

Routine director compensation via phantom stock units; no open-market trading signal.

Xia Liu, a director of Badger Meter Inc., received 131.280 phantom stock units as part of her annual Audit and Compliance Committee Chair fee of $20,000. Each unit is economically equivalent to one share of common stock and is cash-settled at the end of her board service.

This is classified as an acquisition under code A, reflecting a grant or award rather than a market purchase. The filing shows 4,524.707 phantom stock units following the transaction, indicating a modest, ongoing deferred compensation position with no change in direct share ownership disclosed here.

Insider Trade Summary

Grant/Award: 131.28 shares

Grant/Award 1 txn

Insider Liu Xia

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	131.28	$152.35	$20K

Holdings After Transaction: Phantom Stock Units — 4,524.707 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 annual Audit and Compliance Committee Chair Fee in the amount of $20,000. The phantom stock units were computed at $152.35, the 3/31/2026 closing price of the Company's stock, as required by the plan.

Key Figures

Phantom stock units granted: 131.280 units Unit valuation price: $152.35 per unit Committee chair fee: $20,000 +2 more

5 metrics

Phantom stock units granted 131.280 units Grant on 2026-05-01 as director fee

Unit valuation price $152.35 per unit 3/31/2026 closing stock price used for grant

Committee chair fee $20,000 Annual Audit and Compliance Committee Chair fee paid in units

Phantom units after grant 4,524.707 units Total phantom stock units following this transaction

Conversion price $0.00 Phantom stock units are cash-settled equivalents, not options

Key Terms

Phantom Stock Units, Director Deferred Compensation Plan, economic equivalent

3 terms

Phantom Stock Units financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

Director Deferred Compensation Plan financial

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

economic equivalent financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

FAQ

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

What did Badger Meter (BMI) director Xia Liu report in this Form 4?

Xia Liu reported receiving 131.280 phantom stock units as compensation. These units are tied to Badger Meter’s stock value and were granted as part of her annual Audit and Compliance Committee Chair fee under the company’s Director Deferred Compensation Plan.

How were Xia Liu’s Badger Meter (BMI) phantom stock units valued?

The 131.280 phantom stock units were valued at $152.35 per unit. This price reflects Badger Meter’s 3/31/2026 closing stock price, as required by the Director Deferred Compensation Plan for computing the number of units granted for the $20,000 committee chair fee.

What is the total phantom stock balance for Xia Liu at Badger Meter (BMI)?

After this grant, Xia Liu holds 4,524.707 phantom stock units. Each phantom unit is economically equivalent to one share of Badger Meter common stock, providing deferred, stock-linked compensation that will be paid in cash when her service as a director ends.

Is Xia Liu’s Badger Meter (BMI) Form 4 transaction a market purchase or sale?

The filing shows a grant coded as “A,” meaning a compensation-related acquisition, not an open-market trade. The 131.280 phantom stock units were awarded as part of her Audit and Compliance Committee Chair fee and credited to a deferred compensation account, with no shares bought or sold in the market.

When will Xia Liu’s Badger Meter (BMI) phantom stock units be paid out?

According to the filing, the phantom stock units become payable in cash when Xia Liu’s service as a director ends. Until that termination event, the units remain in her Director Deferred Compensation Plan account, tracking the economic value of Badger Meter common stock.

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

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Accepted by SEC EDGAR 05/04/2026 - 04:10 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^*

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)
05/01/2026

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)	05/01/2026		A(2)		131.28		(1)	(1)	BMI Common Stock	131.28	$152.35	4,524.707	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 annual Audit and Compliance Committee Chair Fee in the amount of $20,000. The phantom stock units were computed at $152.35, the 3/31/2026 closing price of the Company's stock, as required by the plan.

	/s/ William R.A. Bergum, Attorney-in-Fact for Liu Xia	05/04/2026
	** 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)