Insider transaction details
John F. Marcolini, senior vice president for Networked Solutions at Itron Inc, executed a sale of 6,948 shares of the company's common stock on February 19, 2026, at a price of $99.5385 per share. The proceeds from the transaction totaled $691,593. According to a Form 4 filed with the Securities and Exchange Commission, the disposition reduced Marcolini's direct ownership in Itron to 26,912 shares. The filing states the shares were sold to cover tax withholding obligations related to the vesting of a performance-based restricted stock unit award.
Market context at time of sale
The sale price of $99.5385 was recorded while Itron shares were trading at $97.66 and the company carried a market capitalization of $4.4 billion. Separately, an analysis referenced in company filings indicates the stock was trading at a price-to-earnings ratio of 14.95.
Quarterly results and guidance
Itron reported fourth-quarter 2025 earnings that exceeded analyst expectations, delivering earnings per share of $2.46 versus a consensus forecast of $2.19. Revenue for the quarter was $572 million, ahead of the $561.48 million analysts had anticipated. Following the quarterly release, the company issued fiscal 2026 guidance that also surpassed market expectations.
Analyst reaction and price target movement
Following the earnings and guidance, Baird revised its rating on the stock to Outperform from Neutral, citing a multi-year opportunity in utility grid modernization. Oppenheimer raised its price target on Itron shares to $133 from $125 while maintaining an Outperform rating.
Debt offering announcement
In a separate corporate financing move, Itron announced a private offering of $600 million in convertible senior notes due 2032 and said it would grant the initial purchasers an option to buy up to an additional $90 million in notes. The company specified that key terms of the offering - including the interest rate and the initial conversion rate - will be determined at the time of pricing.
What this collection of developments shows
The combination of an insider sale to satisfy tax obligations tied to vested awards, a quarterly performance that outpaced forecasts, analyst upgrades and a significant convertible debt offering frames a busy financial period for Itron. The company has reported stronger-than-expected results and is pursuing additional financing, while certain specifics of that financing remain to be set at pricing.
Key points
- John F. Marcolini sold 6,948 shares on February 19, 2026, for $99.5385 per share, totaling $691,593, to cover tax withholding tied to vested performance-based restricted stock units; his direct holdings now total 26,912 shares.
- Itron beat fourth-quarter 2025 EPS and revenue estimates and issued fiscal 2026 guidance above market expectations; the stock was cited at a P/E of 14.95 in an analysis referenced by filings.
- The company announced a private offering of $600 million in convertible senior notes due 2032, with an option for an additional $90 million; interest rate and initial conversion rate will be set at pricing. Market participants and corporate finance desks are the most directly affected by this development.
Risks and uncertainties
- The convertible note offering's key economic terms - including interest rate and initial conversion rate - have not been determined and will be set at pricing, creating uncertainty around potential dilution and financing costs for equity and bond investors.
- Details on how the convertible offering will ultimately affect Itron's capital structure and investor returns are not available until pricing; this leaves corporate finance and capital markets participants without full visibility on dilution or leverage impacts.