Itron (ITRI) grants stock awards to senior VP Marcolini

Rhea-AI Filing Summary

Itron, Inc. senior vice president John F. Marcolini reported acquiring company stock through equity awards rather than open-market purchases. He received 6,527 shares of common stock as a time-based award that vests one-third after one year, with the remaining two-thirds vesting quarterly over the following 24 months. He also received 13,490 shares earned under a performance-based restricted stock unit award tied to the 2023–2025 performance period, bringing his direct holdings to 33,860 shares after these transactions.

Insights

Equity Compensation Analyst

Routine stock awards increase executive’s direct ownership.

The transactions show John F. Marcolini, SVP of Networked Solutions at Itron, acquiring common shares through compensation awards, not cash purchases. One grant of 6,527 shares vests partly after one year, then in quarterly installments over the next 24 months.

A separate 13,490-share award reflects shares earned under a performance-based restricted stock unit program for the 2023–2025 period, indicating prior performance targets were met. These equity awards raise his direct holdings to 33,860 shares, aligning a portion of his compensation with long-term shareholder outcomes.

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^*

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)
02/18/2026

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	20,370	D
Common Stock	02/18/2026		A		13,490(2)	A	$0	33,860	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Itron (ITRI) executive John F. Marcolini report in this Form 4?

John F. Marcolini reported acquiring Itron common stock through equity awards, not market purchases. He received 6,527 time-based shares and 13,490 performance-based shares, increasing his direct ownership to 33,860 shares after these transactions.

How many Itron shares did John F. Marcolini acquire in the latest filing?

He acquired 6,527 common shares from a time-based award and 13,490 shares earned under a performance-based restricted stock unit award, for a total of 20,017 additional shares, bringing his direct holdings to 33,860 shares afterward.

Were John F. Marcolini’s Itron stock transactions buys or grants?

The transactions were grants and award acquisitions, not open-market buys. Both entries use transaction code “A” for grant or other acquisition, with a reported price of $0.0000 per share, reflecting equity compensation rather than cash purchases.

What is the vesting schedule for John F. Marcolini’s new Itron stock award?

For the 6,527-share award, one-third vests on the first anniversary of the grant date. The remaining two-thirds vest in equal quarterly installments over the following 24 months, spreading the vesting over a multi-year period tied to continued service.

What performance period applies to Marcolini’s Itron performance-based shares?

The 13,490 shares were earned under a performance-based restricted stock unit award covering the 2023–2025 performance period. This indicates the shares relate to company or individual performance targets measured over that multi-year timeframe.

How many Itron shares does John F. Marcolini directly own after these awards?

After the two award-related acquisitions, John F. Marcolini directly owns 33,860 Itron common shares. The Form 4 lists this figure as his total direct holdings following the second transaction on the reported grant date.