Itron SVP & CFO tax-withholding sale leaves 87,446 ITRI shares held

Rhea-AI Filing Summary

Itron, Inc. (ITRI) disclosed that its Senior Vice President and Chief Financial Officer reported a small stock sale on a Form 4. On 11/24/2025, the officer sold 948 shares of Itron common stock at a price of $96.5061 per share. After this transaction, the officer beneficially owned 87,446 shares of Itron common stock. The filing explains that the shares were automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award, meaning the transaction was for tax purposes rather than an open-market discretionary sale.

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^*

Hooper Joan S

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

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

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	11/24/2025		S		948(1)	D	$96.5061	87,446	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	11/25/2025
	** 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 on this Form 4?

Itron reported that its SVP & CFO sold 948 shares of common stock on 11/24/2025 at a price of $96.5061 per share.

Why did the Itron (ITRI) executive sell 948 shares of stock?

The filing states the 948 shares were automatically sold to cover tax withholding obligations tied to the vesting of a restricted stock unit award.

How many Itron (ITRI) shares does the reporting person own after the transaction?

After the reported sale, the Itron SVP & CFO beneficially owned 87,446 shares of Itron common stock.

What is the role of the insider involved in this Itron (ITRI) Form 4 filing?

The reporting person is an officer of Itron, serving as Senior Vice President & Chief Financial Officer (SVP & CFO).

Was this Itron (ITRI) insider transaction a direct or indirect holding?

The Form 4 shows the transaction and resulting 87,446 shares as held under direct (D) ownership by the reporting person.

Does this Itron (ITRI) Form 4 involve any derivative securities or options?

The provided Form 4 excerpt lists activity only in common stock and shows no transactions in derivative securities in Table II.