Insider Trading February 23, 2026

Itron SVP Disposes $107,578 in Shares to Satisfy RSU Tax Withholding

Transaction follows strong quarterly results and analyst upgrades as company outlines convertible note offering

By Avery Klein ITRI
Itron SVP Disposes $107,578 in Shares to Satisfy RSU Tax Withholding
ITRI

John F. Marcolini, senior vice president of Networked Solutions at Itron Inc., sold 1,074 shares on February 20, 2026 to cover tax-withholding on a restricted stock unit vesting. The sale, executed at $100.17 per share for $107,578, leaves Marcolini with 25,838 directly held shares. The move comes amid an upbeat corporate backdrop that included Q4 2025 results that exceeded estimates, multiple analyst upgrades and a planned convertible note offering.

Key Points

  • Itron SVP John F. Marcolini sold 1,074 shares on Feb. 20, 2026 at $100.17 per share, totaling $107,578, to cover tax withholding related to RSU vesting; he now directly owns 25,838 shares.
  • Itron reported Q4 2025 EPS of $2.46 versus $2.19 expected and revenue of $572 million versus $561.48 million expected; the company issued fiscal 2026 guidance above market expectations.
  • Analysts raised targets and ratings after results - Oppenheimer lifted its price target to $133 (Outperform) and Baird upgraded to Outperform with a $128 target - and the company announced a planned $600 million convertible senior note offering (plus $90 million option).

John F. Marcolini, Itron Inc.'s (NASDAQ: ITRI) senior vice president for Networked Solutions, executed a sale of 1,074 common shares on February 20, 2026, according to a Form 4 filing with the Securities and Exchange Commission. The shares were transacted at $100.17 each, producing total proceeds of $107,578.

The filing specifies that the disposition was made to satisfy tax withholding obligations tied to the vesting of a restricted stock unit award. After the sale, Marcolini retains direct ownership of 25,838 Itron shares.

At the time of the Form 4 transaction, Itron shares were priced at the reported sale level, but the stock has since moved to $95.21. Despite that intraday decline from the sale price, the share price recorded a 6.6% gain over the past week.

Valuation metrics cited in public commentary place Itron at a price-to-earnings ratio of 14.68 and a PEG ratio of 0.58. InvestingPro analysis included in the company commentary characterizes Itron as appearing undervalued at current levels, and notes that comprehensive Pro Research Reports covering Itron and more than 1,400 other U.S. equities are available for investors seeking deeper analysis.


Recent corporate results and market reactions provide context for the insider transaction. Itron reported fourth-quarter 2025 earnings per share of $2.46, ahead of the consensus estimate of $2.19. Revenue for the quarter was $572 million, above the forecast of $561.48 million.

Following the quarter, Oppenheimer raised its price target on Itron from $125 to $133 while maintaining an Outperform rating. The firm’s action followed Itron's issuance of fiscal 2026 guidance that topped market expectations. Separately, Baird upgraded Itron from Neutral to Outperform and increased its price target from $118 to $128, citing what it described as a material opportunity in utility grid modernization.

In addition to operational and analyst developments, Itron announced plans to offer $600 million in convertible senior notes due 2032 to qualified institutional buyers, with an option for initial purchasers to acquire up to an additional $90 million in notes. The company framed these actions along with its recent results as evidence of strong financial performance and strategic initiatives.


These sequential items - an insider sale to meet tax obligations, outperformance on quarterly results, analyst upgrades, improved guidance and a convertible note offering - collectively outline the current investor narrative on Itron. The facts reported in regulatory filings and company disclosures provide the basis for market reactions and analyst reassessments.

Risks

  • Share-price volatility is evident: the insider sale occurred at $100.17 per share and the stock later traded at $95.21, though it showed a 6.6% gain over the past week - a pattern that may affect investor sentiment in the technology and utilities-related markets.
  • The planned convertible senior note offering of $600 million (with a $90 million option) introduces capital-structure and financing execution risk that could influence market perceptions and affects fixed-income and equity investors.
  • Elevated expectations following earnings beats, raised guidance and analyst upgrades create execution risk: future quarterly results that fall short of the raised benchmarks could prompt negative revisions, impacting investors in grid modernization and utility infrastructure technology sectors.

More from Insider Trading

Samsara Legal Chief Sells $125,611 in Class A Shares as Stock Nears 52-Week Low Feb 23, 2026 Entegris General Counsel Disposes of $207K in Shares, Retains Significant Stake After PSU Settlement Feb 23, 2026 Entegris Strategy Chief Sells Shares as Stock Nears 52-Week Peak Feb 23, 2026 Five Star Bancorp SVP Sells $47,160 in Stock; Q4 2025 Results Mixed Feb 23, 2026 Ridgepost Capital Director Purchases $86,500 in Newly Tickered RPC Stock Feb 23, 2026