SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. )*
 

BADGER METER INC

(Name of Issuer)
 

COMMON STOCK

(Title of Class of Securities)
 

056525108

(CUSIP Number)
 

September 30, 2024

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 5 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 

056525108 13G Page 2 of 5 Pages

 

1

NAME OF REPORTING PERSON

STATE STREET CORPORATION

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-2456637

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

MA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,349,786

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,465,264

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,465,264.00

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

HC

         

 

 

 

056525108 13G Page 3 of 5 Pages

 

Item 1(a). NAME OF ISSUER
   
  BADGER METER INC

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  4545 WEST BROWN DEER ROAD PO BOX 245036 MILWAUKEE WI 53223 UNITED STATES

 

Item 2(a). NAME OF PERSON FILING
   
 

STATE STREET CORPORATION

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  ONE CONGRESS STREET, SUITE 1, BOSTON MA 02114, UNITED STATES

 

Item 2(c). CITIZENSHIP
   
  MA

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  COMMON STOCK

 

Item 2(e). CUSIP NUMBER
   
  056525108

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§240.13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

STATE STREET CORPORATION (a) Broker or dealer registered under Section 15 of the Act;
  (b) Bank as defined in Section 3(a)(6) of the Act;
  (c) Insurance company as defined in Section 3(a)(19) of the Act;
  (d) Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

  (g) X

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

  (h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
  (k) Group, in accordance with §240.13d-1(b)(1)(ii)(K).
  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

 

056525108 13G Page 4 of 5 Pages

 

Item 4. OWNERSHIP
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a) Amount beneficially owned: 1,465,264.00  
  (b) Percent of class: 5.0%  
  (c) Number of shares as to which the person has:    
         
    (i) Sole power to vote or to direct the vote: 0
    (ii) Shared power to vote or to direct the vote 1,349,786
    (iii) Sole power to dispose or to direct the disposition of 0
    (iv) Shared power to dispose or to direct the disposition of 1,465,264
         
  Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
  ý
  Instruction: Dissolution of a group requires a response to this item.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  NOT APPLICABLE

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  SSGA FUNDS MANAGEMENT, INC. (IA) STATE STREET GLOBAL ADVISORS EUROPE LIMITED (IA) STATE STREET GLOBAL ADVISORS LIMITED (IA) STATE STREET GLOBAL ADVISORS TRUST COMPANY (IA) STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED (IA) STATE STREET GLOBAL ADVISORS, LTD. (IA)

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  NOT APPLICABLE

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  NOT APPLICABLE

 

Item 10. CERTIFICATION

 

  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11
   

 

 

 

056525108 13G Page 5 of 5 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: October 14, 2024

 

   
     
     
    ELIZABETH SCHAEFER, SENIOR VICE PRESIDENT, CHIEF ACCOUNTING OFFICER
     
     

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

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