Badger Meter director awarded phantom stock units

ADAMS TODD A. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

ADAMS TODD A. reported acquisition or exercise transactions in this Form 4 filing.

Badger Meter Inc. director Todd A. Adams received a grant of phantom stock units as part of his non-employee director compensation. He was awarded 128.050 phantom stock units for his 2026 Quarter 3 retainer, representing $19,000 in fees computed at $148.38, the June 30, 2026 closing price of the company’s common stock. Each phantom stock unit is economically equivalent to one share of common stock and will be paid in cash when he terminates service as a director. Following this grant, Adams holds 17,200.533 phantom stock units in total.

Insider Trade Summary

Grant/Award: 128.05 shares

Grant/Award 1 txn

Insider ADAMS TODD A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	128.05	$148.38	$19K

Holdings After Transaction: Phantom Stock Units — 17,200.533 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 Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account as payment for his 2026 Quarter 3 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $148.38, the 6/30/26 closing price of the Company's common stock as required by the plan.

Key Figures

Phantom stock units granted: 128.050 units Retainer amount: $19,000 Valuation price per unit: $148.38 per share +3 more

6 metrics

Phantom stock units granted 128.050 units 2026 Quarter 3 director retainer award

Retainer amount $19,000 2026 Quarter 3 non-employee director cash value

Valuation price per unit $148.38 per share June 30, 2026 closing price of common stock

Total phantom units after grant 17,200.533 units Holdings following reported transaction

Underlying security shares 128.050 shares Underlying BMI common stock equivalent for this grant

Conversion price $0.00 Phantom stock units have no separate exercise price

Key Terms

Phantom Stock Units, Director Deferred Compensation Plan, non-employee directors, economic equivalent, +1 more

5 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

"The phantom stock units were accrued in Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account as payment for his 2026 Quarter 3 retainer."

non-employee directors financial

"retainer paid to non-employee directors in the amount of $19,000."

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.

economic equivalent financial

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

phantom stock financial

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

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

FAQ

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

What did Badger Meter (BMI) director Todd A. Adams report in this Form 4?

Todd A. Adams reported receiving a grant of phantom stock units as director compensation. He was awarded 128.050 units for his 2026 Quarter 3 retainer, reflecting non-cash equity-linked pay tied to Badger Meter’s common stock value.

How many Badger Meter phantom stock units were granted to Todd A. Adams?

He was granted 128.050 phantom stock units. These units were credited to his Director Deferred Compensation Plan account and are economically equivalent to the same number of Badger Meter common shares, but will ultimately be settled in cash, not stock.

What dollar amount does Todd A. Adams’ Badger Meter phantom stock grant represent?

The grant represents $19,000 in director fees for 2026 Quarter 3. That amount was converted into 128.050 phantom stock units using a price of $148.38 per share, equal to the June 30, 2026 closing price of Badger Meter common stock.

At what price were Badger Meter phantom stock units computed for Todd A. Adams?

The phantom stock units were computed at $148.38 per unit. This price equals the June 30, 2026 closing price of Badger Meter’s common stock, as required by the company’s Director Deferred Compensation Plan for valuing quarterly retainers.

When will Todd A. Adams receive cash for his Badger Meter phantom stock units?

The phantom stock units become payable in cash when he terminates service as a director. Until that point, the units track the economic value of Badger Meter common stock but are maintained within the deferred compensation plan account.

How many Badger Meter phantom stock units does Todd A. Adams hold after this transaction?

After this grant, Adams holds 17,200.533 phantom stock units. This total includes the newly awarded 128.050 units and represents his accumulated director compensation that is linked to Badger Meter’s share price but paid in cash at service termination.

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

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Accepted by SEC EDGAR 07/02/2026 - 06:00 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^*

ADAMS TODD A.

(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)
07/01/2026

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)	07/01/2026		A(2)		128.05		(1)	(1)	BMI Common Stock	128.05	$148.38	17,200.533	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 3 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $148.38, the 6/30/26 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	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)