Form 4: Badger Meter Director Boosts Phantom Stock Holdings

Badger Meter Director Todd A. Adams acquired 108.94 phantom stock units on January 1, 2026, as part of his Q1 2026 director retainer, increasing his beneficial ownership to 15,995.773 units.

Summary

• Todd A. Adams, a Director of Badger Meter Inc. (BMI), acquired 108.94 phantom stock units.
• The transaction occurred on January 1, 2026.
• These units were accrued as payment for his 2026 Quarter 1 retainer, totaling $19,000, for non-employee directors.
• The phantom stock units were computed at a price of $174.41 per unit, based on the Company's common stock closing price on December 31, 2025.
• 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.
• Following this transaction, Mr. Adams beneficially owns 15,995.773 phantom stock units.

Sentiment

Score: 5

Explanation: This is a routine insider transaction related to director compensation and does not indicate any significant positive or negative operational or financial news for the company. It's a neutral event.

Positives

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

Negatives

• No negative aspects are directly indicated by this routine insider transaction filing.

Risks

• No specific risks are mentioned in this Form 4 filing, which primarily reports an insider transaction.

Future Outlook

The phantom stock units acquired by Director Todd A. Adams are scheduled to become payable in cash upon his termination of service as a director, linking future compensation to his tenure.

Management Comments

• 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 Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account as payment for his 2026 Quarter 1 retainer paid to non-employee directors in the amount of $19,000.
• The phantom stock units were computed at $174.41, the 12/31/25 closing price of the Company's common stock as required by the plan.

Industry Context

This filing represents a routine insider transaction related to director compensation, a common practice across publicly traded companies to align the interests of non-employee directors with shareholders. The use of phantom stock units is a standard method for deferred equity-based compensation.

Comparison to Industry Standards

• The use of phantom stock units for director compensation is a common practice among U.S. public companies, similar to how companies like Xylem Inc. or Roper Technologies might compensate their non-employee directors to align long-term interests without immediate share issuance.
• The structure, where units are payable in cash upon termination of service, is a standard deferred compensation mechanism, often seen in mature companies to retain experienced board members.

Related Party Transactions

• The acquisition of phantom stock units by Director Todd A. Adams as part of his compensation plan constitutes a routine related-party transaction, as it involves a director and the company.

Stakeholder Impact

• Shareholders: Minor positive impact due to increased alignment of director's interests with shareholder value through equity-linked compensation.
• Employees: No direct impact.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Next Steps

• Continued service of Todd A. Adams as a Director of Badger Meter Inc.
• Future accruals of phantom stock units or other compensation as per the Director Deferred Compensation Plan.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction where a director received phantom stock units as part of their compensation. Such transactions are standard practice for aligning director and shareholder interests and typically do not signal significant operational changes or financial performance shifts that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate, as the filing provides no new information to alter the fundamental investment thesis for Badger Meter Inc.

Keywords

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