Itron (NASDAQ: ITRI) CFO’s 355-share sale tied to RSU tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ITRON, INC. SVP & CFO Joan S. Hooper reported a small share sale tied to equity compensation taxes. On the reported date, 355 shares of common stock were automatically sold at an average price of $79.5976 per share to cover tax withholding obligations from a restricted stock unit vesting.

After this transaction, Hooper directly holds 117,920 shares of Itron common stock, indicating she retains a substantial equity position while settling tax liabilities linked to her stock-based compensation.

Insider Trade Summary

Net Seller: 355 shares ($28,257)

Net Sell 1 txn

Insider Hooper Joan S

Role SVP & CFO

Sold 355 shs ($28K)

Type	Security	Shares	Price	Value
Sale	Common Stock	355	$79.5976	$28K

Holdings After Transaction: Common Stock — 117,920 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 355 shares Sale price: $79.5976 per share Shares held after: 117,920 shares +1 more

4 metrics

Shares sold 355 shares Automatic sale to cover tax withholding on RSU vesting

Sale price $79.5976 per share Average price for 355 shares sold

Shares held after 117,920 shares Direct common stock ownership after transaction

Net shares sold 355 shares Net change in common stock from this Form 4

Key Terms

restricted stock unit award, tax withholding obligations, open-market sale, Form 4

4 terms

restricted stock unit award financial

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

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

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.

Form 4 regulatory

"The filing shows 355 shares of Itron common stock were sold."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 02:46 PM

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)
05/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/20/2026		S		355⁽¹⁾	D	$79.5976	117,920	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	05/21/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Itron reported that SVP & CFO Joan S. Hooper had 355 shares of common stock sold. The sale was automatic and linked to covering tax withholding obligations from a restricted stock unit award vesting.

Was the Itron (ITRI) insider sale by Joan S. Hooper an open-market decision?

The sale was not a discretionary open-market trade. The 355 shares were sold automatically to cover tax withholding obligations associated with the vesting of a restricted stock unit award granted to Joan S. Hooper.

How many Itron (ITRI) shares were sold in this insider transaction?

The filing shows 355 shares of Itron common stock were sold. These shares were disposed of at an average price of $79.5976 per share to satisfy tax withholding triggered by a restricted stock unit vesting event.

What is Joan S. Hooper’s Itron (ITRI) shareholding after the reported transaction?

Following the tax-related sale, Joan S. Hooper directly holds 117,920 shares of Itron common stock. This post-transaction balance reflects her remaining equity position after settling tax withholding from the restricted stock unit vesting.

What price was received for the Itron (ITRI) shares sold in this Form 4?

The 355 Itron shares were sold at an average price of $79.5976 per share. This price is reported in the Form 4 and applies specifically to the automatic sale covering tax withholding obligations from a restricted stock unit award.

Does the Itron (ITRI) Form 4 mention restricted stock units for Joan S. Hooper?

Yes. A footnote explains that the sold shares relate to tax withholding obligations tied to the vesting of a restricted stock unit award, clarifying that the transaction is connected to equity compensation rather than a discretionary portfolio adjustment.