BADGER METER INC — Director's Dealing 2021

May 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2021-05-03

Reporting Person: ADAMS TODD A. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-03	Phantom Stock Units	$	A	635	Acquired		BMI Common Stock (635)	Direct
2021-05-03	Phantom Stock Units	$	A	64.468	Acquired		BMI Common Stock (64.468)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$38.55	2027-05-05	BMI Common Stock (2627)	2627	Direct

Footnotes

F1: 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.

F2: Shares granted pursuant to the 2021 Omnibus Incentive Plan as approved by shareholders on April 30, 2021. Non-employee directors are given an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting. This year's grant is equal to $60,000 as rounded down to the nearest whole share based on a 10-day average closing price of the Company's Common stock.

F3: The phantom stock units were accrued in Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account as payment for his annual Compensation Committee Chair fee in the amount of $6,000. The phantom stock units were computed at $93.07, the 3/29/2021 closing price of the Company's stock, as required by the plan.