Itron (ITRI) CEO disposes 56,095 shares for tax withholding

Rhea-AI Filing Summary

Itron, Inc. President & CEO Thomas Deitrich reported a sale of 56,095 shares of common stock on February 19, 2026. The shares were automatically sold to cover tax withholding obligations tied to the vesting of a performance-based restricted stock unit award, according to the footnote.

These shares were sold at an average price of $99.5385 per share. After this tax-related sale, Deitrich directly holds 375,134 shares of Itron common stock and indirectly holds 25,000 shares through a trust.

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^*

Deitrich Thomas

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		S		56,095(1)	D	$99.5385	375,134	D
Common Stock								25,000	I	By Trust

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 performance-based restricted stock unit award.

	/s/ Christopher E. Ware, attorney-in-fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Itron (ITRI) CEO Thomas Deitrich report in this Form 4 filing?

Thomas Deitrich reported a sale of 56,095 Itron common shares on February 19, 2026. The shares were sold automatically to cover tax withholding obligations from a performance-based restricted stock unit vesting.

Was the Itron (ITRI) CEO’s share sale a discretionary transaction?

The sale was not discretionary; it was automatically executed to cover tax withholding obligations. The filing states the shares were sold in connection with the vesting of a performance-based restricted stock unit award.

At what price were the Itron (ITRI) shares sold by the CEO?

The 56,095 Itron shares were sold at an average price of $99.5385 per share. This price reflects the transaction reported on February 19, 2026, as part of the tax withholding sale related to RSU vesting.

How many Itron (ITRI) shares does the CEO hold after this transaction?

After the transaction, Thomas Deitrich holds 375,134 shares directly of Itron common stock. He also has an indirect holding of 25,000 shares through a trust, as disclosed in the filing.

What type of award triggered the Itron (ITRI) CEO’s tax-related share sale?

The sale was linked to the vesting of a performance-based restricted stock unit award. Shares were automatically sold to satisfy tax withholding requirements arising from that equity award vesting event.

How many total shares did the Itron (ITRI) CEO sell in this Form 4?

Thomas Deitrich sold 56,095 shares of Itron common stock in this reported transaction. The filing characterizes the sale as an automatic tax withholding event rather than a voluntary open-market liquidation.