Director Drury gets 555 Itron (ITRI) shares in deferred grant award

Rhea-AI Filing Summary

Itron, Inc. reported an amended insider filing showing a routine equity grant to a board member. On 01/02/2026, an independent director, Mr. Drury, was granted 555 shares of Itron common stock at a stated price of $0 as part of the quarterly stock compensation that independent members of the board receive for their service. After this grant, he beneficially owned 1,143 common shares in direct form.

The filing explains that Mr. Drury deferred receipt of these shares under Itron's Executive Deferred Compensation Plan, meaning the shares are credited but delivery is postponed according to the plan’s terms. The amendment clarifies that 26 shares were previously omitted due to an arithmetic error, and are now included in the reported ownership figure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Drury Scott D.

(Last) (First) (Middle)

2111 N. MOLTER ROAD

(Street)

LIBERTY LAKE WA 99019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ITRON, INC. [ ITRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2026		A		555(1)	A	$0	1,143(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the grant of common stock independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service. Mr. Drury deferred receipt of these shares pursuant to Itron's Executive Deferred Compensation Plan.

2. This amendment is being filed to include 26 shares inadvertently omitted due to an arithmetic error.

	/s/ Christopher E. Ware, attorney-in-fact	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Itron (ITRI) report for Mr. Drury?

The company reported that independent director Mr. Drury received a grant of 555 shares of Itron common stock on 01/02/2026 as part of his regular board compensation.

How many Itron (ITRI) shares does Mr. Drury beneficially own after this grant?

Following the reported transaction, Mr. Drury beneficially owned 1,143 shares of Itron common stock in direct ownership.

Why was this Itron (ITRI) Form 4 amended?

The amendment states it was filed to include 26 shares that were inadvertently omitted in the original report due to an arithmetic error, updating the total beneficial ownership.

What is the nature of the stock grant to Itron (ITRI) independent directors?

The filing notes that the reported shares reflect quarterly common stock grants that independent members of Itron's board receive as part of their annual compensation for board service.

Did Mr. Drury receive the Itron (ITRI) shares immediately?

No. The filing explains that Mr. Drury deferred receipt of the granted shares under Itron's Executive Deferred Compensation Plan, so delivery is postponed according to that plan.

What transaction price was reported for the Itron (ITRI) stock grant?

The grant of 555 shares of Itron common stock was reported at a price of $0, consistent with stock issued as compensation rather than an open-market purchase.