Itron (ITRI) SVP Donald L. Reeves III reports 20,017-share grant

Rhea-AI Filing Summary

ITRON, INC. senior vice president of Outcomes Donald L. Reeves III reported acquiring company common stock through equity awards, rather than open-market purchases. On February 18, 2026, he received two grants: one for 6,527 shares and another for 13,490 shares, both at a price of $0.00 per share.

One-third of one award vests on the first anniversary of the grant date, with the remaining two-thirds vesting in equal quarterly installments over the following 24 months. The other award represents shares earned under a performance-based restricted stock unit program for the 2023–2025 performance period.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Reeves Donald L. III

(Last) (First) (Middle)

2111 N. MOLTER ROAD

(Street)

LIBERTY LAKE WA 99019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ITRON, INC. [ ITRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Outcomes

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		A		6,527(1)	A	$0	25,069	D
Common Stock	02/18/2026		A		13,490(2)	A	$0	38,559	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. One-third of this award vests on the first-year anniversary of the date of grant, and the remaining two-thirds of the?award will vest?in equal?quarterly?installments?over 24 months thereafter.

2. Represents shares earned under a performance-based restricted stock unit award for the 2023-2025 performance period.

	/s/ Christopher E. Ware, attorney-in-fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Itron (ITRI) report for Donald L. Reeves III?

Itron reported that SVP, Outcomes Donald L. Reeves III acquired common stock via two equity awards. The Form 4 shows grants of 6,527 shares and 13,490 shares, both recorded at a price of $0.00 per share, reflecting compensation rather than open-market buying.

How many Itron (ITRI) shares did Donald L. Reeves III receive in the latest Form 4?

Donald L. Reeves III received two stock awards totaling 20,017 Itron shares. One grant covered 6,527 shares and the other 13,490 shares. Both were reported as acquisitions at no cash cost per share, consistent with stock-based compensation grants or performance-based awards.

What is the vesting schedule for Donald L. Reeves III’s new Itron (ITRI) stock award?

One of the stock awards to Donald L. Reeves III vests over three years. One-third vests on the first anniversary of the grant date, while the remaining two-thirds vest in equal quarterly installments during the following 24 months, aligning incentives with multi-year performance and retention.

What type of performance award did Itron (ITRI) grant to Donald L. Reeves III?

Part of the reported shares come from a performance-based restricted stock unit award. The filing states these shares were earned for the 2023–2025 performance period, meaning the number of shares delivered reflects outcomes achieved over that defined three-year timeframe.

Did Donald L. Reeves III buy or sell Itron (ITRI) shares on the open market?

The Form 4 does not show any open-market buys or sells. Instead, it reports acquisitions coded as “A” for awards or other acquisitions at $0.00 per share, indicating stock-based compensation and performance-based vesting rather than discretionary trading in Itron shares.