Stoll Kimberly K 4

4 · BADGER METER INC · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

Badger Meter (BMI) VP Kimberly Stoll Receives Stock Award

What Happened

Kimberly K. Stoll, VP–Customer Service & GM SmartCover at Badger Meter (BMI), acquired shares via awards on February 12, 2026. The Form 4 reports two acquisitions: 159.27 shares at $174.41 each (total reported value $27,778) and 1,391 shares listed as ESSOP unitized share equivalents (no dollar value provided in the filing). These were awards/plan acquisitions (not open-market buys or sales).

Key Details

Transaction date: 2026-02-12; Form 4 filed: 2026-02-17 (filed late relative to the typical 2-business-day Form 4 deadline).
Items reported:
- 159.27 shares acquired @ $174.41 (value $27,778).
- 1,391 shares acquired as ESSOP unitized share equivalents (value N/A).
Shares owned after transaction: not disclosed in the filing.
Notable footnotes:
- ESSOP share equivalents (F1/F2) represent 401(k) contributions and company match accumulated during 2025/early-2026; year-end price used to compute unit equivalents.
- PSUs from a March 3, 2023 grant were earned for the 2023–2025 performance period and approved by the Compensation Committee on Feb 12, 2026; those PSUs convert 1-for-1 to common stock and vest on March 3, 2026 (F3–F5).
Filing timeliness: late filing (filed 5 days after the transaction), which reduces near-term transparency for investors.

Context

These entries are awards/plan acquisitions rather than purchases or sales; they reflect compensation/benefit-plan activity (including earned performance stock units and 401(k) share equivalents), not an open-market investment decision. PSUs earned for 2023–2025 remain subject to vesting conditions (continued employment through the March 3, 2026 vest date).

Form 4

Period: 2026-02-12

VP-Cust Serv & GM SmartCover

Transactions

Award
Common Stock
[F1][F2]
2026-02-12$174.41/sh+159.27$27,778→ 6,500.97 total(indirect: ESSOP)
Award
Common Stock
[F3][F5][F4]
2026-02-12+1,391→ 5,038 total

Footnotes (5)

[F1]Represents share equivalents of Badger Meter stock accumulated during 2025 and early 2026 in the participant's unitized 401(k) component of the ESSOP, including contributions and match.
[F2]Year end stock price for Badger Meter Common Stock used to calculate the ESSOP unitized share equivalents.
[F3]On March 3, 2023, the Reporting Person was granted Performance Stock Units ("PSUs"), the amount of which was subject to the achievement of certain performance criteria for the 2023-2025 performance period. The shares reported represent the number of PSUs that were earned as a result of the achievement of such performance criteria and approved by the Compensation and Human Resources Committee of the Board on February 12, 2026. The earned value of these shares is now subject to vesting, which will occur on March 3, 2026.
[F4]Represents the number of shares of common stock issued upon the vesting of PSUs granted on March 3, 2023 for the 2023-2025 performance period, based on the third anniversary of the grant date subject to both performance achievement approval and continued employment through such date.
[F5]PSUs convert into common stock on a one-for-one basis

Signature

/s/ William R.A. Bergum, Attorney-in-Fact for Kimberly K. Stoll|2026-02-17

1 file