Itron (ITRI) CFO sells 442 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Itron, Inc. senior vice president and CFO Joan S. Hooper reported an open-market sale of 442 shares of common stock on May 26, 2026 at an average price of $84.3667 per share. According to the filing, these shares were automatically sold to cover tax withholding obligations tied to the vesting of a restricted stock unit award.

After this tax-related sale, Hooper directly holds 117,478 shares of Itron common stock.

Insider Trade Summary

Net Seller: 442 shares

Net Sell 1 txn

Insider Hooper Joan S

Role SVP & CFO

Sold 442 shs ($37K)

Type	Security	Shares	Price	Value
Sale	Common Stock	442	$84.3667	$37K

Holdings After Transaction: Common Stock — 117,478 shares (Direct)

Footnotes (1)

1. F1. Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

Key Figures

Shares sold: 442 shares Sale price per share: $84.3667 per share Shares held after transaction: 117,478 shares

3 metrics

Shares sold 442 shares Open-market sale on May 26, 2026

Sale price per share $84.3667 per share Average sale price for 442 shares

Shares held after transaction 117,478 shares Direct ownership after May 26, 2026 sale

Key Terms

restricted stock unit, tax withholding obligations, open-market sale

3 terms

restricted stock unit financial

"associated with the vesting of a restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax withholding obligations financial

"shares automatically sold to cover tax withholding obligations"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/27/2026 - 05:36 PM Learn about SEC filing dates

FAQ

What insider transaction did Itron (ITRI) report for CFO Joan S. Hooper?

Itron reported that CFO Joan S. Hooper sold 442 shares of common stock. The shares were automatically sold to cover tax withholding obligations related to a restricted stock unit vesting event on May 26, 2026.

At what price were the 442 Itron (ITRI) shares sold by the CFO?

The 442 Itron shares tied to CFO Joan S. Hooper’s tax withholding were sold at an average price of $84.3667 per share. This reflects an open-market transaction disclosed in the Form 4 insider trading report.

Why did Itron (ITRI) CFO Joan S. Hooper sell 442 shares?

The 442 shares were automatically sold to satisfy tax withholding obligations from the vesting of a restricted stock unit award. This type of transaction is a routine mechanism to cover taxes rather than a discretionary investment decision.

How many Itron (ITRI) shares does the CFO hold after the reported sale?

Following the tax-related sale, CFO Joan S. Hooper directly holds 117,478 shares of Itron common stock. This post-transaction ownership figure is disclosed in the Form 4 and reflects her remaining equity stake after the withholding sale.

What type of security was involved in the Itron (ITRI) CFO’s Form 4 filing?

The Form 4 filing involves Itron common stock linked to a restricted stock unit award. Shares were sold to cover tax withholding when the restricted stock units vested, and the transaction was reported as an open-market 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

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^*

Hooper Joan S

(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)
	SVP & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		S		442(1)	D	$84.3667	117,478	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	05/27/2026
	** 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)