Badger Meter (BMI) director Todd Adams reports Q1 2026 phantom stock grant

Rhea-AI Filing Summary

Badger Meter, Inc. director equity compensation update: Director Todd A. Adams reported receiving phantom stock units linked to Badger Meter common stock as part of his 2026 first-quarter board retainer. On 01/01/2026, he acquired 108.94 phantom stock units at a reference price of $174.41 per unit, matching the 12/31/25 closing price of the company’s common stock as required by the Director Deferred Compensation Plan.

Each phantom stock unit is economically equivalent to one share of Badger Meter common stock but will be paid out in cash when Mr. Adams’ board service ends. Following this transaction, he beneficially owned 15,995.773 derivative securities in the form of phantom stock units held directly.

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^*

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)
01/01/2026

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

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)	01/01/2026		A(2)		108.94		(1)	(1)	BMI Common Stock	108.94	$174.41	15,995.773	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 2026 Quarter 1 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $174.41, the 12/31/25 closing price of the Company's common stock as required by the plan.

	/s/ William R.A. Bergum, Attorney-in-Fact for Todd A. Adams	01/02/2026
	** 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.

FAQ

What insider transaction did Badger Meter (BMI) report for Todd A. Adams?

Badger Meter director Todd A. Adams reported acquiring 108.94 phantom stock units on 01/01/2026 as part of his 2026 Quarter 1 director retainer.

How much director compensation did the Badger Meter (BMI) phantom stock units represent?

The 108.94 phantom stock units were credited as payment for Mr. Adams’ $19,000 2026 Quarter 1 retainer for non-employee directors under the Director Deferred Compensation Plan.

How was the number of Badger Meter (BMI) phantom stock units calculated?

The phantom stock units were computed using the $174.41 closing price of Badger Meter common stock on 12/31/2025, as required by the company’s Director Deferred Compensation Plan.

What does each Badger Meter (BMI) phantom stock unit represent for the director?

Each phantom stock unit is the economic equivalent of one share of Badger Meter common stock and becomes payable in cash when Mr. Adams’ service as a director ends.

How many Badger Meter (BMI) phantom stock units does Todd A. Adams own after this transaction?

After the reported transaction, Mr. Adams beneficially owned 15,995.773 derivative securities in the form of phantom stock units, held in a direct ownership capacity.

Is the Badger Meter (BMI) Form 4 filing for Todd A. Adams an individual or joint filing?

The filing is indicated as a Form filed by One Reporting Person, covering only Todd A. Adams’ director compensation-related phantom stock units.