Tax sale: Itron (ITRI) SVP covers RSU withholding with 560 shares

Rhea-AI Filing Summary

ITRON, INC. senior vice president John F. Marcolini reported an automatic sale of 560 shares of common stock to cover tax withholding on a restricted stock unit vesting. The shares were sold at an average price of $94.8147 per share, leaving him with 25,278 shares directly owned.

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^*

Marcolini John F.

(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, Networked Solutions

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		S		560(1)	D	$94.8147	25,278	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	02/26/2026
	** 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).
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FAQ

What insider transaction did Itron (ITRI) report in this Form 4?

The Form 4 reports that senior vice president John F. Marcolini had 560 Itron common shares sold. The transaction was disclosed as an open-market sale used to satisfy tax withholding obligations from a restricted stock unit vesting.

How many Itron (ITRI) shares were sold by John F. Marcolini and at what price?

John F. Marcolini reported the sale of 560 Itron common shares. The shares were sold at an average price of $94.8147 per share, according to the Form 4 transaction details for the non-derivative common stock sale.

Why were John F. Marcolini’s Itron (ITRI) shares sold in this transaction?

The shares were automatically sold to cover tax withholding obligations tied to a restricted stock unit vesting. This means the sale was related to tax requirements on equity compensation rather than a discretionary open-market sale for investment purposes.

How many Itron (ITRI) shares does John F. Marcolini hold after the reported sale?

After the 560-share sale, John F. Marcolini directly owns 25,278 Itron common shares. This post-transaction holding reflects his remaining direct ownership reported in the Form 4 following the tax withholding-related sale.

What position does John F. Marcolini hold at Itron (ITRI)?

John F. Marcolini is reported as an officer of Itron with the title "SVP, Networked Solutions." This indicates he serves as senior vice president overseeing the Networked Solutions segment while also being a reporting person for insider transactions.

Was the Itron (ITRI) insider sale a direct or indirect transaction?

The transaction is reported as directly owned stock with ownership type coded as "D." This indicates the shares were held directly in John F. Marcolini’s name, not through an indirect entity such as a trust, partnership, or family account.