Itron (ITRI) CEO Thomas Deitrich awarded 170K+ in stock grants

Rhea-AI Filing Summary

ITRON, INC. President & CEO Thomas Deitrich reported acquiring company shares through equity compensation awards. He received 26,511 shares of common stock in a time-based award, with one-third vesting on the first anniversary of the grant date and the remaining two-thirds vesting in equal quarterly installments over the following 24 months. He also acquired 143,730 shares earned under a performance-based restricted stock unit award tied to the 2023–2025 performance period. Following these awards, his reported direct and indirect holdings include both directly owned shares and 25,000 shares held by a trust.

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^*

Deitrich Thomas

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		26,511(1)	A	$0	287,499	D
Common Stock	02/18/2026		A		143,730(2)	A	$0	431,229	D
Common Stock								25,000	I	By Trust

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 equity awards did Itron (ITRI) CEO Thomas Deitrich receive?

Thomas Deitrich received two equity awards in Itron common stock. One was 26,511 time-based shares, and another 143,730 shares were earned under a performance-based restricted stock unit award covering the 2023–2025 performance period.

How do the new Itron (ITRI) CEO stock awards vest over time?

Of the 26,511 time-based shares, 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, creating a multi-year retention and performance alignment schedule.

What is the nature of the performance-based shares awarded to Itron (ITRI) CEO?

The 143,730-share award represents shares earned under a performance-based restricted stock unit grant. These shares relate to Itron’s 2023–2025 performance period, indicating that the award was contingent on achieving pre-set performance goals over that timeframe.

Does the Itron (ITRI) CEO hold any shares indirectly through a trust?

Yes. In addition to directly held shares, a reported 25,000 Itron common shares are held indirectly “By Trust.” This indicates a separate ownership line item associated with a trust, alongside his directly owned holdings.

Did the Itron (ITRI) CEO buy or sell shares on the open market?

The reported activity reflects stock grants and earned performance-based awards, not open-market purchases or sales. The transactions were coded as awards or other acquisitions at a stated price of zero dollars per share, consistent with equity compensation.

How many Itron (ITRI) shares does the CEO report holding after these awards?

After the reported awards, Thomas Deitrich’s direct holdings increased as reflected in totals of 287,499 and 431,229 shares on separate direct positions, plus 25,000 shares held indirectly by a trust, according to the ownership lines in the report.