Deitrich Thomas 4

What Happened
Deitrich Thomas, President & CEO and a director of Itron, was granted two stock awards on 2026-02-18 totaling 170,241 restricted stock units (RSUs): 26,511 RSUs and 143,730 RSUs. Both grants are recorded at $0.00 per share (awards, not purchases or sales), so no cash changed hands. These are compensation awards rather than open-market trades.

Key Details

• Transaction date: 2026-02-18; Form 4 filed: 2026-02-20.
• Grants: 26,511 RSUs (A) and 143,730 RSUs (A); price per share shown as $0.00.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnote F1: One-third of this award vests on the first-year anniversary of the grant; the remaining two-thirds vest in equal quarterly installments over the following 24 months.
• Footnote F2: The larger award (143,730) represents shares earned under a performance-based RSU award for the 2023–2025 performance period.
• No indication in this filing of a sale, tax withholding, or 10b5-1 plan.

Context
RSU grants are common executive compensation and typically subject to time- and/or performance-based vesting, so they do not represent an immediate change in market exposure. The performance-based portion will only convert to shares if applicable performance goals for 2023–2025 are met and then according to the vesting schedule. This filing is a routine disclosure of compensation awards rather than an insider purchase or sale.