Insider Trading February 23, 2026

Itron Controller Sells Shares to Cover RSU Taxes as Company Pursues $600M Convertible Note Offering

VP David Marshall Wright disposes of a small stake; Itron reports strong Q4 2025 results and moves to raise convertible capital

By Hana Yamamoto ITRI
Itron Controller Sells Shares to Cover RSU Taxes as Company Pursues $600M Convertible Note Offering
ITRI

David Marshall Wright, Itron's vice president and corporate controller, sold a block of shares to satisfy tax withholding tied to a restricted stock unit vesting. The transaction reduced a portion of his holdings but left him with 9,124 shares. Separately, Itron announced a private offering of convertible senior notes and reported quarterly results that beat expectations, prompting analyst upgrades and a higher price target from Oppenheimer.

Key Points

  • Itron VP and corporate controller David Marshall Wright sold 264 shares on February 20, 2026, at $100.1664 per share, totaling $26,443.
  • The sale was executed solely to cover tax withholding for a vested restricted stock unit; Wright still directly owns 9,124 shares following the transaction.
  • Itron announced a private offering of $600 million in convertible senior notes due 2032, with an option for an extra $90 million, and reported Q4 2025 results that beat analyst expectations, prompting upgrades from Oppenheimer and Baird.

David Marshall Wright, who serves as vice president, corporate controller and chief accounting officer at Itron, INC. (NASDAQ:ITRI), executed a sale of 264 shares of the company's common stock on February 20, 2026. The shares changed hands at a price of $100.1664 each, producing total proceeds of $26,443.

The company disclosed that the disposition was carried out to meet tax withholding obligations associated with the vesting of a restricted stock unit award. After the sale, Wright retained direct ownership of 9,124 Itron shares.

Itron, a company with a market capitalization of $4.26 billion, is noted to have a "GREAT" financial health score under InvestingPro metrics.


In related corporate developments, Itron revealed plans for a private offering of $600 million in convertible senior notes due 2032. The offering includes an option for initial purchasers to acquire an additional $90 million in notes.

These financing plans come alongside the company’s fourth-quarter 2025 financial results, which outperformed analyst forecasts. Itron reported earnings per share of $2.46, surpassing the expected $2.19. Revenue for the quarter reached $572 million, above the forecasted $561.48 million.

Following the quarterly beat, Oppenheimer raised its price target on Itron shares to $133 while maintaining an Outperform rating. Baird moved its rating to Outperform from Neutral, citing opportunities around utility grid modernization as a rationale for the upgrade. The commentary from these firms, together with the financial prints and the convertible note announcement, are described as reflecting a positive outlook for Itron as analysts assess the company's prospects in the evolving energy sector.


This report consolidates the insider transaction details and the company’s recent strategic and financial updates. The insider sale was explicitly tied to tax obligations stemming from an equity award vesting, and the corporate actions include both capital markets activity and analyst reassessments in response to quarterly results.

Risks

  • Convertible note issuance - The private offering of $600 million in convertible senior notes (plus a $90 million option) represents a material financing activity that may affect the company’s capital structure and investor perception in the debt and equity markets.
  • Interpretation of insider selling - Although disclosed as a tax-withholding sale tied to RSU vesting, insider transactions can be viewed variously by market participants, creating uncertainty for investor sentiment in the short term.
  • Market reaction to financing and results - While quarterly earnings and revenue exceeded forecasts and analysts adjusted ratings upward, market response to the convertible offering and analyst changes could introduce volatility in the utilities and energy technology sectors.

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