Badger Meter (NYSE: BMI) director gets $19,000 in phantom stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

Badger Meter Inc. director Xia Liu received a grant of phantom stock units as part of routine board compensation. She was awarded 124.710 phantom stock units, each economically equivalent to one share of BMI common stock and credited at a price of $152.35 per unit.

The grant represents payment of her 2026 second-quarter director retainer of $19,000, which was deferred into Badger Meter's Director Deferred Compensation Plan. After this award, Liu holds a total of 3,441.427 phantom stock units, which will be paid in cash when her board service ends.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Liu Xia

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	124.71	$152.35	$19K

Holdings After Transaction: Phantom Stock Units — 3,441.427 shares (Direct)

Footnotes (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. The phantom stock units were accrued in Ms. Liu's Badger Meter, Inc. Director Deferred Compensation Plan account as payment for her 2026 Quarter 2 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $152.35, the 3/31/26 closing price of the Company's common stock as required by the plan.

Key Figures

Phantom units granted: 124.710 units Grant price per unit: $152.35 per unit Retainer amount: $19,000 +2 more

5 metrics

Phantom units granted 124.710 units 2026 Q2 director retainer grant

Grant price per unit $152.35 per unit Based on 3/31/26 BMI closing price

Retainer amount $19,000 2026 Quarter 2 non‑employee director retainer

Total phantom units after grant 3,441.427 units Balance following reported transaction

Conversion price $0.00 Phantom units economically track stock, no exercise cost

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"

economic equivalent financial

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

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 06:00 PM

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)
04/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	04/01/2026		A⁽²⁾		124.71		⁽¹⁾	⁽¹⁾	BMI Common Stock	124.71	$152.35	3,441.427	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 2026 Quarter 2 retainer paid to non-employee directors in the amount of $19,000. The phantom stock units were computed at $152.35, the 3/31/26 closing price of the Company's common stock as required by the plan.

	/s/ William R.A. Bergum, Attorney-in-Fact for Xia Liu	04/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Xia Liu reported receiving 124.710 phantom stock units as routine director compensation. The units were credited at $152.35 each, reflecting her 2026 second-quarter retainer of $19,000 deferred into Badger Meter’s Director Deferred Compensation Plan.

How many phantom stock units did Xia Liu receive from Badger Meter (BMI)?

Xia Liu received 124.710 phantom stock units tied to Badger Meter common stock. These units were valued at $152.35 each, representing her 2026 Q2 non-employee director retainer of $19,000 under the company’s deferred compensation plan.

What is the value basis for Xia Liu’s Badger Meter (BMI) phantom stock units?

The phantom stock units were computed using a $152.35 price per share. That figure reflects Badger Meter’s common stock closing price on March 31, 2026, as required by the Director Deferred Compensation Plan for calculating retainer deferrals.

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

Each phantom stock unit will be settled in cash when Xia Liu’s service as a Badger Meter director ends. The units track the economic value of one BMI common share but do not pay out until her board service terminates.

How many phantom stock units does Xia Liu hold after this Badger Meter (BMI) grant?

Following this grant, Xia Liu holds a total of 3,441.427 phantom stock units. This balance includes the newly awarded 124.710 units credited for her 2026 second-quarter director retainer under the deferred compensation plan.