ADAMS TODD A. 4

What Happened Todd A. Adams, a director of Badger Meter, received an award of 952 phantom shares on April 27, 2026. The filing reports a per-share valuation of $122.96 for a total reported value of $117,058. This transaction is an award/grant (transaction code A), not an open‑market purchase or sale.

Key Details

• Transaction date: 2026-04-27; Form 4 filed 2026-04-29 (timely within required reporting window).
• Reported price/value: 952 shares @ $122.96 = $117,058.
• Shares owned after transaction: not reported in the filing.
• Transaction type/code: Grant/Award (A); these are derivative "phantom" shares (see footnote).
• Footnote summaries:
  • F1: Each phantom share is the economic equivalent of one common share and becomes payable in cash upon the director’s termination of service (no immediate stock issued).
  • F2: Grant made under the 2021 Omnibus Incentive Plan; non-employee directors receive an annual grant sized at $125,000 (rounded down to whole shares using a 10‑day average closing price).

Context: This is a routine director compensation grant (derivative phantom stock) rather than a market buy or sale. Because these are phantom shares payable in cash on termination, they do not immediately convey voting rights or actual shares and should be interpreted as standard compensation rather than a direct equity purchase.