BADGER METER INC SEC Filings

Badger Meter Inc. officer reports no share ownership

Badger Meter Inc. VP-Engineering Edward F. Callahan filed an initial ownership report showing beneficial ownership of 0 shares of the company’s common stock as of January 23, 2026. The filing indicates these holdings are reported as directly owned.

The Vanguard Group reports beneficial ownership of 3,979,893 shares of Badger Meter Inc common stock, representing 13.5% of the class as of the reporting date. Vanguard has shared voting power over 245,880 shares and shared dispositive power over all 3,979,893 shares.

The filing states these securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Badger Meter. Vanguard’s clients, including registered investment companies and other managed accounts, have rights to dividends and sale proceeds, with no single client holding more than 5% of the class.

Badger Meter, Inc. filed a current report to share that it has released its financial results for the fourth quarter ended December 31, 2025. The company communicated these results through a press release dated January 28, 2026, which is included with the report as Exhibit 99.1.

Badger Meter Inc. reported insider holdings for officer Christina M. Tarantino in a Form 3. As of 01/01/2026, Tarantino, who serves as VP-Controller, beneficially owned 685 shares of Badger Meter common stock, held directly. This filing is an initial statement of beneficial ownership and does not reflect a new stock purchase or sale, but rather discloses her existing equity position in the company.

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.

Badger Meter Inc. director Xia Liu reported an automatic award of phantom stock units tied to her board compensation. On 01/01/2026, she accrued 108.94 phantom stock units under the Badger Meter, Inc. Director Deferred Compensation Plan as payment for her 2026 first-quarter retainer of $19,000 for non-employee directors. The units were valued using the Company’s 12/31/25 common stock closing price of $174.41 per share, as required by the plan.

Each phantom stock unit is the economic equivalent of one share of Badger Meter common stock and will be paid out in cash when Ms. Liu’s service as a director ends. Following this transaction, she beneficially owns 3,316.717 derivative securities in the form of phantom stock units held directly.

Badger Meter, Inc. announced several leadership changes and updated executive employment protections. Effective January 1, 2026, Robert A. Wrocklage will move from Senior Vice President – Chief Financial Officer to Executive Vice President – North America Municipal Utility, with a base salary of $550,000, a 2026 target bonus of 80% of salary and a long-term incentive target of $800,000. Daniel R. Weltzien will become Vice President – Chief Financial Officer and Treasurer with a $390,000 base salary, 65% target bonus and a $450,000 long-term incentive target. Kimberly K. Stoll and Christina M. Tarantino will also assume new roles with increased base salaries and incentive opportunities.

The company entered into amended and restated Key Executive Employment Agreements with its executive officers, including Chairman, President and CEO Kenneth C. Bockhorst. Following a change-in-control, a qualifying termination would trigger severance equal to three times annual cash compensation for the CEO and two times for other executive officers, plus continued benefits, additional retirement credits, outplacement services up to 15% of base salary and up to $5,000 in advisor costs. Executives receiving these benefits are subject to one-year non-compete, non-disparagement and confidentiality obligations.

Badger Meter, Inc. reported higher third‑quarter results. Net sales were $235.651M (up 13.1% year over year) and diluted EPS was $1.19. Gross margin reached 40.7%, and operating earnings were $46.084M (19.6% of sales). Utility water sales rose to $209.2M, driven by ultrasonic meters, water quality solutions, BEACON SaaS, and SmartCover.

For the first nine months, net sales were $695.957M (up 12.0%) and diluted EPS was $3.65. Gross margin improved to 41.5% and operating earnings were $140.372M (20.2% of sales). Cash from operations was $128.897M; cash and equivalents ended at $201.693M after deploying $184.0M for the SmartCover acquisition. Contract liabilities were $94.710M, reflecting future SaaS and service obligations. As of October 13, 2025, shares outstanding were 29,469,785.

Badger Meter, Inc. (BMI) filed an 8-K announcing its third-quarter 2025 results press release. The company stated it issued a press release covering financial results for the quarter ended September 30, 2025.

The press release is furnished as Exhibit 99.1. Badger Meter’s common stock trades on the New York Stock Exchange under the symbol BMI.