Itron (ITRI) SVP Donald Reeves sells 1,055 shares under 10b5-1 plan

Rhea-AI Filing Summary

ITRON, INC. senior vice president Donald L. Reeves III reported an open-market sale of 1,055 shares of common stock at an average price of $96.25 per share on February 23, 2026. The transaction was executed under a Rule 10b5-1 trading plan adopted on September 11, 2025, and he held 31,014 shares afterward.

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).

X

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^*

Reeves Donald L. III

(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, Outcomes

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		S		1,055(1)	D	$96.25	31,014	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 number of shares sold under a Rule 10b5-1 Trading Plan adopted by Mr. Reeves on September 11, 2025.

	/s/ Christopher E. Ware, attorney-in-fact	02/25/2026
	** 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.

FAQ

What insider transaction did ITRI executive Donald L. Reeves III report?

Donald L. Reeves III reported selling 1,055 shares of ITRON, INC. common stock. The sale occurred on February 23, 2026, as an open-market transaction under a pre-arranged Rule 10b5-1 trading plan adopted on September 11, 2025.

At what price did Donald L. Reeves III sell ITRI shares in this Form 4?

He sold the 1,055 ITRON, INC. shares at an average price of $96.25 per share. This was an open-market sale reported as a non-derivative transaction in common stock on the Form 4 insider filing.

How many ITRON, INC. shares does Donald L. Reeves III hold after the reported sale?

After the transaction, Donald L. Reeves III beneficially owned 31,014 shares of ITRON, INC. common stock. This post-transaction balance reflects his remaining direct holdings following the sale of 1,055 shares reported in the Form 4.

What role does Donald L. Reeves III hold at ITRON, INC.?

Donald L. Reeves III serves as Senior Vice President, Outcomes, at ITRON, INC. His position is disclosed in the Form 4, which reports his insider status as an officer rather than a director or ten percent beneficial owner.

Was the ITRI insider sale by Donald L. Reeves III under a Rule 10b5-1 plan?

Yes. The 1,055-share sale was executed under a Rule 10b5-1 trading plan adopted by Donald L. Reeves III on September 11, 2025. Such plans allow pre-scheduled trades, helping insiders systematically sell shares over time.