Itron (ITRI) CFO Joan Hooper sells 1,426 shares for RSU tax withholding

Rhea-AI Filing Summary

Itron, Inc. SVP & CFO Joan S. Hooper reported an open-market sale of 1,426 shares of common stock on February 20, 2026 at an average price of $100.1664 per share. According to the footnote, these shares were automatically sold to cover tax withholding obligations tied to a restricted stock unit vesting. After this transaction, she directly owned 122,770 shares of Itron common stock.

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^*

Hooper Joan S

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		S		1,426(1)	D	$100.1664	122,770	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	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Itron reported that SVP & CFO Joan S. Hooper sold 1,426 shares of common stock on February 20, 2026. The sale was connected to tax withholding for a restricted stock unit vesting, not a discretionary portfolio trade.

At what price were Joan S. Hooper’s Itron (ITRI) shares sold?

The 1,426 Itron shares were sold at an average price of $100.1664 per share. This price reflects the open-market sale used specifically to satisfy tax withholding obligations from a restricted stock unit award vesting event.

Why did Itron’s CFO Joan S. Hooper sell 1,426 ITRI shares?

The filing states the 1,426 shares were automatically sold to cover tax withholding obligations from the vesting of a restricted stock unit award. This indicates a tax-related transaction rather than a discretionary decision to reduce overall Itron share exposure.

How many Itron (ITRI) shares does Joan S. Hooper own after the reported sale?

After the sale, Joan S. Hooper directly owned 122,770 shares of Itron common stock. This post-transaction holding level is disclosed in the Form 4 and reflects her remaining direct equity stake following the tax-related share disposition.

Is the Itron (ITRI) insider sale by Joan S. Hooper considered open-market?

Yes, the transaction is coded as an open-market sale of common stock. However, the footnote clarifies it was executed automatically to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

What role does Joan S. Hooper hold at Itron (ITRI) in this Form 4 filing?

Joan S. Hooper is identified as Itron’s Senior Vice President and Chief Financial Officer. Her status as an executive officer requires reporting equity transactions, such as this tax-related stock sale, on Form 4 under SEC insider reporting rules.