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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 2/6/24 |
| Issuer: |
| Issuer CIK: 9092 |
| Issuer Name: BADGER METER INC |
| Issuer Trading Symbol: BMI |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1694589 |
| | Owner Name: Wrocklage Robert |
| Reporting Owner Address: |
| | Owner Street 1: 4545 W. BROWN DEER ROAD |
| | Owner Street 2: |
| | Owner City: MILWAUKEE |
| | Owner State: WI |
| | Owner ZIP Code: 53223 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: SVP-CFO |
| Aff 10b5 One? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/6/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,527 |
| | | Transaction Price Per Share: |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| Footnote ID: F2 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 16,973 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/6/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,268 |
| | | Transaction Price Per Share: |
| Value: 162.92 |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 15,705 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: On March 5, 2021, the Reporting Person was granted Performance Stock Units ("PSUs"), the amount of which was subject to the achievement of certain performance criteria for the 2021-2023 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 6, 2024. The shares were inadvertently not reported at the time of achievement approval. |
| Footnote - F2: Represents the number of shares of common stock issued upon the vesting of PSUs granted on March 5, 2021 for the 2021-2023 performance period, based on the third anniversary of the grant date subject to both performance achievement approval and continued employment through such date. |
| Footnote - F3: PSUs convert into common stock on a one-for-one basis |
| Footnote - F4: The price in Column 4 is a weighted average price. Prices actually received ranged from $162.25 to $164.00. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price for all transactions reported in this Form 4. |
| Owner Signature: |
| Signature Name: /s/ William R.A. Bergum, Attorney-in-Fact for Robert A. Wrocklage |
| Signature Date: 3/7/24 |
