ITRI Form 4: Itron CEO tax-withholding sale, 285,988 shares remain

Rhea-AI Filing Summary

Itron, Inc. (ITRI) reported an insider transaction by its President & CEO, who is also a director. On 11/24/2025, the executive sold 1,750 shares of common stock in a transaction coded "S" at a price of $96.5061 per share. According to the footnote, these shares were automatically sold to cover tax withholding obligations tied to the vesting of a restricted stock unit award, meaning the sale was associated with equity compensation rather than an open‑market liquidation.

After this transaction, the executive beneficially owned 260,988 shares of Itron common stock directly and an additional 25,000 shares indirectly through a trust, indicating a substantial remaining stake in the company.

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

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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^*

Deitrich Thomas

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

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	11/24/2025		S		1,750(1)	D	$96.5061	260,988	D
Common Stock								25,000	I	By Trust

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	11/25/2025
	** 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 insider transaction did Itron (ITRI) report in this Form 4?

Itron reported that its President & CEO, who is also a director, sold 1,750 shares of common stock on 11/24/2025 in a transaction coded "S" at $96.5061 per share.

Why were the 1,750 Itron (ITRI) shares sold by the CEO?

The filing states that the 1,750 shares were automatically sold to cover tax withholding obligations related to the vesting of a restricted stock unit award.

How many Itron (ITRI) shares does the reporting person own after the transaction?

Following the reported transaction, the executive beneficially owned 260,988 shares of Itron common stock directly and 25,000 shares indirectly through a trust.

What is the role of the reporting person in Itron (ITRI)?

The reporting person is both a Director and an Officer of Itron, serving as its President & CEO.

Was this Itron (ITRI) Form 4 filed by more than one reporting person?

No. The form indicates it was filed by one reporting person, not a group filing.

Does the Itron (ITRI) Form 4 mention Rule 10b5-1 trading plans?

The form includes a checkbox for indicating if a transaction was made under a Rule 10b5-1(c) trading plan, but the provided content does not show that box as selected.