Insider Trading February 26, 2026

Itron Senior VP Sells 560 Shares to Meet RSU Tax Withholding; Company Posts Strong Q4 Results

Transaction covered tax obligations tied to RSU vesting as Itron reports earnings beat, credit moves and analyst upgrades

By Caleb Monroe ITRI
Itron Senior VP Sells 560 Shares to Meet RSU Tax Withholding; Company Posts Strong Q4 Results
ITRI

John F. Marcolini, senior vice president of Networked Solutions at Itron, sold 560 shares of common stock on February 24, 2026, to satisfy tax withholding from a restricted stock unit vesting. The sale generated $53,096. Recent company results and capital markets activity include a fourth-quarter 2025 earnings beat, analyst upgrades and a $700 million convertible notes offering.

Key Points

  • John F. Marcolini sold 560 Itron shares on February 24, 2026, at $94.81 per share to cover tax withholding from RSU vesting, totaling $53,096.
  • Itron reported Q4 2025 EPS of $2.46 on revenue of $572 million, both above consensus, prompting a higher price target from Oppenheimer and an upgrade from Baird.
  • The company priced a $700 million convertible senior notes offering due 2032 (up from $600 million), at 0.00% interest, with an option to sell an additional $105 million in notes.

John F. Marcolini, who serves as senior vice president of Networked Solutions at Itron, INC. (NASDAQ:ITRI), disposed of 560 shares of the company's common stock on February 24, 2026, according to a Form 4 filed with the Securities and Exchange Commission. The shares were sold at $94.81 apiece, producing a total gross transaction value of $53,096.

The filing states the disposition was carried out to satisfy tax withholding obligations that arose when a restricted stock unit award vested. After completing this sale, Marcolini directly holds 25,278 shares of Itron.

Since the transaction, Itron's share price has risen to $96.43, with the company's market capitalization reported at $4.33 billion.


Operational and market context

Itron's recent corporate results and capital-market moves provide additional context around the insider sale. The company reported fourth-quarter 2025 earnings that outperformed consensus expectations, delivering earnings per share of $2.46 versus an expected $2.19. Revenue for the quarter came in at $572 million compared with a forecast of $561.48 million.

Following those results, Oppenheimer raised its price target for Itron shares to $133, while Baird upgraded the stock from Neutral to Outperform, highlighting the company’s multi-year opportunity in utility grid modernization. Financial maneuvers during this period also included the pricing of a $700 million convertible senior notes offering due 2032, increased from an initially planned $600 million. The offering carries a 0.00% interest rate and includes an option for initial purchasers to buy an additional $105 million in notes.

On valuation metrics, InvestingPro analysis cited in the filing indicates the company is trading at a price-to-earnings ratio of 14.84 and a PEG ratio of 0.57. The platform’s Financial Health score for Itron is reported as "GOOD."


What the filing shows

  • Insider: John F. Marcolini, SVP, Networked Solutions
  • Transaction: Sale of 560 shares on February 24, 2026
  • Sale price: $94.81 per share
  • Total value: $53,096
  • Post-sale direct ownership: 25,278 shares

The filing explicitly notes the purpose of the sale was to meet tax withholding obligations tied to RSU vesting rather than an open-market reassessment of company prospects.


Disclosure:

Risks

  • The insider sale was executed to satisfy tax withholding tied to an RSU vesting - while common, such transactions can reduce insider holdings in the short term and may affect perception among shareholders - impacts equity markets and investor sentiment.
  • The convertible notes issuance increases the company's debt-related commitments and could influence capital structure and dilution depending on conversion activity - impacts debt markets and shareholder equity.
  • Analyst revisions and price-target changes reflect evolving expectations but do not eliminate uncertainty around future operating performance and margin progress - impacts analyst coverage and stock valuation.

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