Itron (ITRI) SVP sells 6,948 shares to cover tax withholding

Rhea-AI Filing Summary

ITRON, INC. executive John F. Marcolini, SVP of Networked Solutions, reported an automatic sale of 6,948 shares of common stock on February 19, 2026. The shares were sold in an open-market transaction at $99.5385 per share to cover tax withholding obligations tied to the vesting of a performance-based restricted stock unit award. After this transaction, Marcolini directly owned 26,912 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)
02/19/2026

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	02/19/2026		S		6,948(1)	D	$99.5385	26,912	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 performance-based 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.
* 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 John F. Marcolini?

John F. Marcolini, SVP of Networked Solutions at Itron, reported an automatic sale of 6,948 shares of common stock. The transaction occurred on February 19, 2026, and was disclosed as an open-market sale in a Form 4 filing.

Why were John F. Marcolini’s Itron (ITRI) shares sold in this Form 4?

The 6,948 Itron shares were sold automatically to cover tax withholding obligations from the vesting of a performance-based restricted stock unit award. The filing’s footnote explains that the sale was for tax withholding rather than a discretionary open-market liquidation.

At what price were the 6,948 Itron (ITRI) shares sold in Marcolini’s Form 4?

The reported 6,948 Itron common shares were sold at an average price of $99.5385 per share. This price is disclosed directly in the Form 4 transaction details for the February 19, 2026 open-market sale.

How many Itron (ITRI) shares does John F. Marcolini hold after this transaction?

Following the sale of 6,948 shares, John F. Marcolini directly owns 26,912 shares of Itron common stock. This post-transaction ownership amount is specifically listed in the Form 4 under total shares following the transaction.

What role does John F. Marcolini hold at Itron (ITRI) in this Form 4?

John F. Marcolini is identified as an officer of Itron with the title “SVP, Networked Solutions.” This role description appears in the reporting person section of the Form 4, confirming his senior executive position at the company.

Was the Itron (ITRI) insider sale a direct or indirect holding transaction?

The Form 4 classifies the 6,948-share sale as a direct ownership transaction. The transaction is marked with ownership code “D” and the nature of ownership field is blank, indicating direct personal holdings rather than indirect entity or trust ownership.