[Form 4] Itron Inc Insider Trading Activity

Rhea-AI Filing Summary

Itron, Inc. (ITRI) filed a Form 4 disclosing that independent director Santiago Perez received 377 shares of common stock on 07/01/2025. The shares were granted at a price of $0 as part of the company’s regular quarterly equity compensation for non-employee directors. Following the grant, Perez’s direct beneficial ownership increased to 10,355 shares. No derivative securities were involved and there were no dispositions. The filing was signed by attorney-in-fact Christopher E. Ware on 07/02/2025.

Insights

Corporate Governance Analyst

TL;DR: Routine quarterly equity grant; immaterial to float or governance risk.

The 377-share award represents a standard non-cash retainer for outside directors, aligning board interests with shareholders. With an outstanding share count above 40 million, the incremental dilution is negligible. No red flags such as accelerated vesting, option repricing, or large insider sales are present. Governance best practices appear intact because the grant follows a disclosed compensation policy and is reported within the two-business-day SEC window.

Portfolio Manager

TL;DR: Insignificant insider acquisition; no portfolio action warranted.

Perez’s holding rose by roughly 4% to 10,355 shares, but the absolute size (≈ $0.8 million at a $75 share price) is immaterial relative to Itron’s market cap. Because the shares were issued as board compensation rather than an open-market buy, the signal strength is low. The filing does not alter earnings outlook, cash flow, or capital allocation. Therefore, the event is categorized as informational with neutral impact on valuation.

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
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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^*

Perez Santiago

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A		377(1)	A	$0	10,355	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. Reflects the grant of common stock independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service.

	/s/ Christopher E. Ware, attorney-in-fact	07/02/2025
	** 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.

FAQ

What transaction did Santiago Perez report in ITRI's latest Form 4?

He received 377 shares of Itron common stock as a quarterly board compensation grant on 07/01/2025.

How many Itron shares does Perez own after the grant?

His direct beneficial ownership increased to 10,355 shares.

Was the acquisition an open-market purchase?

No. The filing states the shares were granted at $0 as part of standard director compensation.

Does the Form 4 reference a Rule 10b5-1 trading plan?

The form includes a checkbox for Rule 10b5-1(c), but it is not marked as selected.

When was the Form 4 signed and filed?

The document was signed on 07/02/2025 by attorney-in-fact Christopher E. Ware.