Itron (ITRI) CAO Wright sells 57 shares to cover RSU tax withholding

Rhea-AI Filing Summary

ITRON, INC. executive David Marshall Wright, VP, Corp. Controller & CAO, reported an automatic sale of common stock tied to equity compensation. On the reported date, 57 shares of common stock were sold at an average price of $79.5976 per share to cover tax withholding obligations from the vesting of a restricted stock unit award. Following this tax-related sale, Wright directly owns 8,879 shares of Itron common stock.

Insider Trade Summary

Net Seller: 57 shares ($4,537)

Net Sell 1 txn

Insider Wright David Marshall

Role VP, Corp. Controller & CAO

Sold 57 shs ($5K)

Type	Security	Shares	Price	Value
Sale	Common Stock	57	$79.5976	$5K

Holdings After Transaction: Common Stock — 8,879 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 57 shares Sale price per share: $79.5976 per share Shares owned after transaction: 8,879 shares +1 more

4 metrics

Shares sold 57 shares Common Stock sold to cover tax withholding on RSU vesting

Sale price per share $79.5976 per share Average sale price for the 57 common shares

Shares owned after transaction 8,879 shares Direct Itron common stock holdings following the sale

Net insider share change -57 shares Net-sell direction from transaction summary

Key Terms

restricted stock unit award, tax withholding obligations, open-market sale, non-derivative

4 terms

restricted stock unit award financial

"vesting of a restricted stock unit award."

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

tax withholding obligations financial

"shares automatically sold to cover tax withholding obligations associated with the vesting"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

non-derivative financial

""transaction_type": "non-derivative""

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Wright David Marshall

(Last) (First) (Middle)

2111 N. MOLTER ROAD

(Street)

LIBERTY LAKE WASHINGTON 99019

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Corp. Controller & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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

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

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

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	05/20/2026		S		57(1)	D	$79.5976	8,879	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. Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

	/s/ Christopher E. Ware, attorney-in-fact	05/21/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Itron (ITRI) report for David Marshall Wright?

Itron reported that executive David Marshall Wright had 57 common shares automatically sold. The sale occurred to cover tax withholding obligations related to the vesting of a restricted stock unit award, rather than as a discretionary open-market trade.

How many Itron (ITRI) shares were sold and at what price in this Form 4?

The Form 4 shows a sale of 57 Itron common shares at an average price of $79.5976 per share. The filing classifies this as an open-market sale, with a footnote explaining it was done to satisfy tax withholding obligations on vesting RSUs.

How many Itron (ITRI) shares does David Marshall Wright hold after this transaction?

After the reported transaction, David Marshall Wright directly owns 8,879 Itron common shares. This context from the Form 4 shows the 57 shares sold for tax withholding represent only a small portion of his overall direct shareholding.

Was the Itron (ITRI) insider sale a discretionary trade or for tax withholding?

The sale was for tax withholding. A footnote explains the 57 Itron shares were automatically sold to cover tax obligations tied to the vesting of a restricted stock unit award, indicating it was a routine, compensation-related transaction rather than a discretionary market decision.

What role does David Marshall Wright hold at Itron (ITRI) in this Form 4?

David Marshall Wright is identified as an officer of Itron, serving as VP, Corporate Controller and Chief Accounting Officer. The Form 4 attributes the reported tax-related sale and the resulting direct ownership of 8,879 common shares to him in this capacity.