ITRON (ITRI) SVP receives 18,892-share equity awards in Form 4 filing

Rhea-AI Filing Summary

ITRON, INC. senior vice president Patrick Justin K reported acquiring company stock through two equity awards. On the reported date, he received 6,527 shares at no cost as part of a grant that vests over time, with one-third vesting after one year and the remaining two-thirds vesting in equal quarterly installments over the following 24 months. He also acquired 12,365 shares earned under a performance-based restricted stock unit award tied to the 2023–2025 performance period. Following these awards, his directly held common stock position increased as reflected in the updated ownership totals.

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^*

Patrick Justin K

(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, Device 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	26,909	D
Common Stock	02/18/2026		A		12,365(2)	A	$0	39,274	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.
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FAQ

What insider transaction did ITRON (ITRI) report for Patrick Justin K?

ITRON reported that SVP Patrick Justin K acquired company common stock through two equity awards. These included a time-based stock grant and shares earned from a performance-based restricted stock unit award covering the 2023–2025 performance period, both at no purchase price.

How many ITRON (ITRI) shares did the executive acquire in this Form 4?

The executive acquired a total of 18,892 ITRON common shares through two awards. One grant covered 6,527 time-vested shares, and another provided 12,365 shares earned from a performance-based restricted stock unit award for the 2023–2025 performance period.

Were the ITRON (ITRI) shares purchased on the market or granted as compensation?

The reported ITRON shares were granted as equity compensation, not bought on the open market. Both awards were recorded at a price of $0.00 per share, reflecting stock-based grants and earned performance-based restricted stock units rather than cash purchases.

What are the vesting terms for the new ITRON (ITRI) stock award?

One stock award vests one-third on the first anniversary of the grant date. The remaining two-thirds vest in equal quarterly installments over the following 24 months, creating a multi-year vesting schedule that aligns ongoing share delivery with continued service at ITRON.

What performance period applies to the ITRON (ITRI) performance-based RSU award?

The performance-based restricted stock unit award relates to ITRON’s 2023–2025 performance period. The Form 4 indicates the 12,365 shares reported were earned based on that multi-year performance cycle and have now been delivered as common stock to the reporting executive.

Does this ITRON (ITRI) Form 4 indicate any insider stock sales?

This Form 4 does not report any insider sales; it only shows acquisitions. All transactions are coded as awards or other acquisitions, reflecting stock grants and performance-based RSU share deliveries that increased the executive’s direct ownership in ITRON common stock.