Itron (NASDAQ: ITRI) SVP granted time-based and performance stock

Rhea-AI Filing Summary

Itron, Inc. reported that senior vice president and general counsel Christopher E. Ware acquired common stock through equity awards. On the reported date, he received 6,276 shares as a stock award that vests over time, with one-third vesting after one year and the remaining two-thirds in equal quarterly installments over the following 24 months. He also acquired 11,242 shares earned under a performance-based restricted stock unit award tied to the 2023–2025 performance period. Both awards were recorded at a price of $0.00 per share and are held as direct ownership.

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^*

Ware Christopher E.

(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, GC & Corp. Secretary

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		6,276(1)	A	$0	25,050	D
Common Stock	02/18/2026		A		11,242(2)	A	$0	36,292	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	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).
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FAQ

What insider transaction did Itron (ITRI) report for Christopher E. Ware?

Itron reported that Christopher E. Ware acquired common stock through two equity awards. One was a time-based stock award, and the other was stock earned from a performance-based restricted stock unit covering the 2023–2025 performance period.

How many Itron (ITRI) shares did Christopher E. Ware receive in each award?

Christopher E. Ware received 6,276 shares of common stock in one grant and 11,242 shares in a second grant. Both transactions were recorded as acquisitions at a stated price of $0.00 per share.

What is the vesting schedule for Christopher E. Ware’s new Itron (ITRI) stock award?

For one award, one-third of the granted shares vests on the first anniversary of the grant date. The remaining two-thirds vests in equal quarterly installments over the following 24 months, creating a multi-year retention schedule.

What performance period applies to the Itron (ITRI) performance-based stock earned by Christopher E. Ware?

The performance-based restricted stock unit award that resulted in shares being earned for Christopher E. Ware covered the 2023–2025 performance period. Shares reported represent amounts earned based on that defined multi-year performance timeframe.

Are Christopher E. Ware’s newly acquired Itron (ITRI) shares held directly or indirectly?

The reported transactions show that Christopher E. Ware holds the newly acquired common stock directly. The filing identifies the ownership type as direct, with no separate entity or indirect ownership structure noted in the disclosure.