Itron (ITRI) SVP Ware sells shares automatically to cover tax withholding

Rhea-AI Filing Summary

Itron, Inc. senior executive Christopher E. Ware reported an automatic share sale tied to tax withholding. On this Form 4, he disposed of 4,486 shares of common stock at an average price of $99.5385 per share to cover tax obligations from a vesting performance-based restricted stock unit award. After this transaction, he directly held 31,806 Itron shares.

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^*

Ware Christopher E.

(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, GC & Corp. Secretary

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		4,486(1)	D	$99.5385	31,806	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 performance-based restricted stock unit award.

	/s/ Christopher E. Ware	02/23/2026
	** 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 Christopher E. Ware?

Christopher E. Ware reported an automatic sale of 4,486 Itron shares. The shares were sold at an average price of $99.5385 per share to satisfy tax withholding obligations from a vesting performance-based restricted stock unit award.

Was the Itron (ITRI) insider sale by Christopher E. Ware discretionary?

The sale was not a discretionary trade; it was automatic. Shares were sold specifically to cover tax withholding obligations related to the vesting of a performance-based restricted stock unit award, as disclosed in the Form 4 footnote.

How many Itron (ITRI) shares does Christopher E. Ware hold after the reported sale?

After the reported tax-related sale, Christopher E. Ware directly holds 31,806 shares of Itron common stock. This balance reflects his holdings immediately following the automatic disposition of 4,486 shares used to cover associated tax withholding obligations.

At what price were Christopher E. Ware’s Itron (ITRI) shares sold in the Form 4 filing?

The 4,486 Itron shares were sold at an average price of $99.5385 per share. This transaction was described as an automatic sale to satisfy tax withholding obligations tied to a vesting performance-based restricted stock unit award.

What is the role of Christopher E. Ware at Itron (ITRI) mentioned in the Form 4?

Christopher E. Ware serves as Itron’s Senior Vice President, General Counsel, and Corporate Secretary. The Form 4 shows his automatic sale of shares to cover tax withholding obligations arising from the vesting of a performance-based restricted stock unit award.