Form 4: Badger Meter Director Acquires Phantom Stock Units

Badger Meter Inc. Director Todd A. Adams acquired additional phantom stock units as part of his Q4 2025 compensation.

Summary

• Todd A. Adams, a Director of Badger Meter Inc. (BMI), acquired 89.62 phantom stock units on October 1, 2025.
• These units were accrued as payment for his 2025 Quarter 4 retainer, totaling $16,000, for non-employee directors.
• The phantom stock units were valued at $178.54 per unit, based on the closing price of the company's common stock on September 30, 2025.
• An additional 102.446 phantom stock units were acquired through routine dividend equivalent payments on previously granted units.
• Following these transactions, Mr. Adams beneficially owns a total of 15,886.833 phantom stock units.
• Each phantom stock unit is the economic equivalent of one share of common stock and becomes payable in cash upon Mr. Adams' termination of service as a director.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It's a routine compensation event, which is expected and reflects ongoing director involvement and alignment with shareholder interests, without indicating any significant new developments or concerns.

Positives

• The acquisition of phantom stock units aligns the director's interests with those of shareholders, as the value of these units is tied to the company's common stock performance.
• The transaction represents routine compensation for a non-employee director, indicating stable corporate governance practices.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the nature of the phantom stock units becoming payable upon termination of service.

Management Comments

• Phantom stock units were accrued in Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account as payment for his 2025 Quarter 4 retainer of $16,000.
• The phantom stock units were computed at $178.54, the September 30, 2025, closing price of the Company's common stock as required by the plan.
• Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable in cash upon the reporting person's termination of service as a director.

Industry Context

Director compensation often includes equity-based awards like phantom stock units to align the interests of board members with long-term shareholder value. This is a common practice across various industries, particularly in established public companies.

Comparison to Industry Standards

• The use of phantom stock units for director compensation is a standard practice in corporate governance, comparable to compensation structures seen in companies like Xylem Inc. or Roper Technologies, which also operate in the industrial technology and water utility sectors.
• The valuation method, using the closing stock price on a specific date, is a transparent and widely accepted approach for determining the value of equity-based compensation.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock units by a director generally signals continued alignment of management interests with shareholder value, as the director's compensation is tied to the company's stock performance.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-planned acquisition of phantom stock units by a director as part of their compensation. It does not indicate any material change in the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. It primarily serves to confirm ongoing director alignment with shareholder interests, supporting a 'hold' recommendation for investors already positioned in BMI.

Keywords

Badger Meter, BMI, Todd A. Adams, Director Compensation, Phantom Stock Units, Insider Transaction, SEC Form 4, Equity Compensation