Insider Trading February 23, 2026

Itron Senior VP Sells Shares to Cover RSU Taxes as Company Reports Strong Q4 and Plans Note Offering

Patrick Justin K disposed of 4,930 shares; Itron posts better-than-expected Q4 2025 results and files for a $600M convertible note offering

By Ajmal Hussain ITRI
Itron Senior VP Sells Shares to Cover RSU Taxes as Company Reports Strong Q4 and Plans Note Offering
ITRI

Itron Inc. Senior Vice President, Device Solutions, Patrick Justin K sold 4,930 shares on February 19, 2026 to satisfy tax withholding obligations tied to a performance-based restricted stock unit award. The transaction totaled $490,724 and leaves him with 34,344 shares. The sale accounts for less than 0.01% of Itron's $4.41 billion market capitalization. Separately, Itron has announced plans for a private offering of $600 million in convertible senior notes due 2032, with an option to sell an additional $90 million to initial purchasers. Fiscal fourth-quarter 2025 results beat estimates on both earnings and revenue, prompting analyst upgrades and upward price target revisions.

Key Points

  • Senior Vice President, Device Solutions Patrick Justin K sold 4,930 Itron shares on February 19, 2026 for $99.5385 per share, totaling $490,724, and now directly owns 34,344 shares.
  • Itron plans a private offering of $600 million in convertible senior notes due 2032, with an option for an additional $90 million to initial purchasers; the offering is part of the company's announced capital plans.
  • Fiscal Q4 2025 results beat expectations - EPS of $2.46 versus $2.19 forecast and revenue of $572 million versus $561.48 million projected - prompting Oppenheimer and Baird to raise ratings or targets, with management's fiscal 2026 guidance cited as exceeding market expectations.

Senior Vice President, Device Solutions at Itron Inc., Patrick Justin K, executed a sale of 4,930 shares of the company's common stock on February 19, 2026. The shares were disposed of at a per-share price of $99.5385, producing gross proceeds of $490,724. Following the disposition, Patrick directly holds 34,344 shares of Itron.

The filing notes the sale represented less than 0.01% of Itron's market capitalization, which stands at $4.41 billion. The company disclosed that the transaction was completed to satisfy tax withholding obligations associated with the vesting of a performance-based restricted stock unit award.


In parallel corporate developments, Itron said it intends to commence a private offering of $600 million in convertible senior notes due 2032. The company also indicated it may grant initial purchasers the option to purchase an additional $90 million of notes during a specified period.

Financially, Itron reported strong fourth-quarter fiscal 2025 results. The company posted earnings per share of $2.46, above a consensus forecast of $2.19. Revenue for the quarter came in at $572 million versus a projected $561.48 million. Management's fiscal 2026 guidance was described as exceeding market expectations, and that outlook has been cited as a contributor to positive investor sentiment.

Analyst reaction to the quarter and guidance included a price-target increase and rating action. Oppenheimer raised its Itron price target to $133 while maintaining an Outperform rating, pointing to the company's strong results and margin progress. Baird moved its rating to Outperform from Neutral, noting a multi-year opportunity related to utility grid modernization efforts.

Taken together, the insider sale, convertible note proposal, and stronger-than-expected quarterly results form the current factual backdrop for Itron. The insider sale was explicitly tied to tax obligations from RSU vesting, and the company has publicly announced its convertible note offering plans and reported the quarter's financial metrics and ensuing analyst revisions.

Risks

  • The insider sale was conducted to cover tax withholding obligations tied to a performance-based restricted stock unit award - an operational detail affecting executive compensation and insider transaction flows in corporate governance.
  • Itron has signaled its intention to commence a private offering of convertible senior notes, including a potential additional $90 million allotment - the outcome and terms of that offering are not finalized in the disclosure and represent a capital-markets event with implications for corporate financing.

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