Itron (ITRI) CFO Joan Hooper acquires 52,043 shares in stock awards

Rhea-AI Filing Summary

ITRON, INC. senior vice president and chief financial officer Joan S. Hooper reported two stock awards of common shares on February 18, 2026. She acquired 16,066 shares at no cash cost as a grant or award. Footnotes state 8,033 of these shares vested immediately, with 8,033 vesting one-third on the first anniversary of the grant date and the remaining two-thirds in equal quarterly installments over the following 24 months. She also acquired 35,977 shares at no cash cost, representing shares earned under a performance-based restricted stock unit award for the 2023–2025 performance period.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hooper Joan S

(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 & CFO

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		16,066(1)	A	$0	103,512	D
Common Stock	02/18/2026		A		35,977(2)	A	$0	139,489	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. 8,033 shares subject to this award were fully vested on the date of grant. The remaining 8,033 shares will vest one-third on the first-year anniversary of the date of grant, and the remaining two-thirds 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 insider transactions did Itron (ITRI) report for Joan S. Hooper?

Joan S. Hooper, SVP & CFO of Itron, reported acquiring two blocks of common stock. She received 16,066 shares as a grant and 35,977 shares earned under a performance-based restricted stock unit award covering the 2023–2025 performance period.

How many Itron (ITRI) shares did the CFO acquire in the latest Form 4?

The CFO acquired a total of 52,043 common shares across two entries: 16,066 shares from a grant and 35,977 shares from a performance-based restricted stock unit award, both reported with a price per share of $0.0000.

What are the vesting terms of Joan Hooper’s 16,066-share Itron (ITRI) award?

Of the 16,066 shares, 8,033 vested immediately on the grant date. The remaining 8,033 shares vest one-third on the first anniversary of the grant date, with the remaining two-thirds vesting in equal quarterly installments over the following 24 months.

What is the nature of the 35,977 Itron (ITRI) shares reported in the Form 4?

The 35,977 shares of common stock represent shares earned under a performance-based restricted stock unit award for the 2023–2025 performance period, as described in the footnotes, and were reported as acquired at a price of $0.0000 per share.

Did Joan Hooper pay cash for the Itron (ITRI) shares reported in this Form 4?

The filing shows both transactions with a price per share of $0.0000. This indicates the 16,066-share grant and the 35,977 performance-based shares were granted or earned awards, rather than open-market purchases involving cash consideration per share.

How many Itron (ITRI) shares does the Form 4 show Joan Hooper holding after these awards?

One line shows total holdings of 103,512 shares following the 16,066-share grant. Another line shows 139,489 shares following the 35,977-share performance-based award, both listed as direct ownership of Itron common stock.