Badger Meter (NYSE: BMI) VP receives 369-share grant, 41 withheld for tax

Rhea-AI Filing Summary

Badger Meter VP-Global Operations Richard Htwe reported routine equity compensation activity. He received 369 shares of common stock on March 6, 2026 as a restricted stock grant under the 2021 Omnibus Incentive Plan, with the award vesting ratably over three years from the grant date. On the same day, 41 shares were disposed of to cover tax liabilities, based on a price of $148.85 per share, which is a tax-withholding transaction rather than an open-market sale. After these transactions, Htwe directly holds 5,903 shares of Badger Meter common stock.

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

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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).

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^*

Htwe Richard

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP-Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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
Common Stock	03/06/2026		F		41	D	$148.85	5,534	D
Common Stock	03/06/2026		A		369	A	(1)	5,903	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. Restricted stock granted March 6, 2026 to reporting person under the 2021 Omnibus Incentive Plan. The restricted stock vests ratably over three years from the grant date.

	/s/ William R.A. Bergum, Attorney-in-Fact for Richard Htwe	03/10/2026
	** 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 transactions did Badger Meter (BMI) report for Richard Htwe?

Badger Meter VP-Global Operations Richard Htwe reported a routine equity grant and related tax withholding. He received 369 restricted shares and 41 shares were withheld to satisfy tax obligations, with no open-market buying or selling disclosed.

How many Badger Meter (BMI) shares does Richard Htwe hold after this Form 4?

Following the reported transactions, Richard Htwe directly holds 5,903 shares of Badger Meter common stock. This reflects the new restricted stock grant of 369 shares and the tax-withholding disposition of 41 shares on March 6, 2026.

What are the terms of Richard Htwe’s restricted stock grant at Badger Meter (BMI)?

The filing states that 369 restricted shares were granted to Richard Htwe on March 6, 2026 under the 2021 Omnibus Incentive Plan. The restricted stock vests ratably over three years from the grant date, aligning compensation with ongoing service.

Was there an open-market sale of Badger Meter (BMI) shares by Richard Htwe?

The Form 4 describes a disposition of 41 shares coded as a tax-withholding transaction, not an open-market sale. These shares were delivered to satisfy tax liabilities associated with the restricted stock award, which is a common, non-discretionary mechanism.

How significant is Richard Htwe’s Badger Meter (BMI) Form 4 for investors?

The reported activity appears to be routine compensation-related. It includes a restricted stock award of 369 shares and 41 shares withheld for taxes, with no open-market purchases or sales. Such transactions typically reflect standard executive compensation practices.