Itron (ITRI) SVP sells 1,074 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Itron, Inc. senior vice president of Networked Solutions John F. Marcolini reported an open-market sale of 1,074 shares of common stock at an average price of $100.1664 per share on February 20, 2026. According to the disclosure, these shares were automatically sold to cover tax withholding obligations arising from the vesting of a restricted stock unit award. After this tax-related sale, Marcolini directly owns 25,838 shares of Itron common stock.

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

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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^*

Marcolini John F.

(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, Networked Solutions

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		S		1,074(1)	D	$100.1664	25,838	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. Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

	/s/ Christopher E. Ware, attorney-in-fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 John F. Marcolini?

Itron reported that John F. Marcolini sold 1,074 shares of common stock. The sale occurred on February 20, 2026, and was described as an open-market or private transaction tied to tax withholding on a restricted stock unit vesting.

Why did John F. Marcolini sell 1,074 Itron (ITRI) shares?

The 1,074 shares were automatically sold to cover tax withholding obligations. These obligations arose from the vesting of a restricted stock unit award, meaning the transaction was tax-related rather than a purely discretionary share sale.

At what price were John F. Marcolini’s Itron (ITRI) shares sold?

The reported sale price was an average of $100.1664 per share. This price applied to the 1,074 Itron common shares sold in the open-market or private transaction disclosed for February 20, 2026.

How many Itron (ITRI) shares does John F. Marcolini hold after the sale?

After the tax-related sale, John F. Marcolini directly owns 25,838 Itron common shares. This post-transaction holding reflects his remaining direct ownership following the 1,074 shares sold to satisfy tax withholding obligations.

What is John F. Marcolini’s role at Itron (ITRI) in this Form 4 filing?

John F. Marcolini is identified as an officer of Itron, serving as senior vice president, Networked Solutions. His position is disclosed in the filing alongside details of the tax-related open-market sale of common stock.

Does the Itron (ITRI) Form 4 classify the transaction as a buy or sell?

The Form 4 classifies the transaction as a sell. It uses transaction code “S” for a sale in an open-market or private transaction, with the filing’s summary showing a net-sell direction of 1,074 shares.