[Form 4] Itron Inc Insider Trading Activity

Rhea-AI Filing Summary

Patrick Justin K, identified as SVP, Device Solutions and an officer of ITRON, INC. (ITRI), reported a sale of 388 shares of common stock on 08/25/2025 at a price of $125.3071 per share, resulting in 20,761 shares beneficially owned following the transaction. The Form 4 specifies the sale code as S and explains the shares were automatically sold to cover tax withholding obligations tied to the vesting of a restricted stock unit award. The filing was signed by attorney-in-fact Christopher E. Ware on 08/26/2025.

Positive

• Sale explicitly attributed to tax withholding for RSU vesting, indicating a routine administrative transaction rather than an unexplained insider divestiture
• Post-transaction beneficial ownership of 20,761 shares remains documented, showing continued reported holdings after the withholding sale

Negative

• Disposition of 388 shares reduced the reporting person’s direct holdings
• Insider sale reported (even if for tax withholding), which investors may note when aggregating insider activity

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale related to RSU vesting; no evidence here of discretionary insider selling beyond withholding.

The filing shows a single transaction: an automatic disposition of 388 shares to satisfy tax withholding for vested restricted stock units. The report indicates continued significant ownership (20,761 shares) following the sale. Because the filing explicitly attributes the sale to tax withholding, this is a routine compensation-related transaction rather than a voluntary cash-raising insider sale, based solely on the provided explanation.

Securities Analyst

TL;DR: Small, explicit RSU tax-withholding sale; transaction size is minor relative to typical insider positions.

The transaction code 'S' and the explanatory note clarify the sale purpose. The price of record is $125.3071 per share and the post-transaction beneficial ownership is 20,761 shares. From a reporting standpoint, the Form 4 is complete for this event and documents the administrative nature of the disposition tied to compensation vesting.

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^*

Patrick Justin K

(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, Device Solutions

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		S		388(1)	D	$125.3071	20,761	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	08/26/2025
	** 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 Patrick Justin K report on the ITRI Form 4?

He reported a sale of 388 shares of Itron common stock on 08/25/2025 at $125.3071 per share.

Why were the 388 shares sold according to the filing?

The Form 4 states the shares were automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

How many ITRI shares did Patrick Justin K own after the sale?

The filing reports 20,761 shares beneficially owned following the reported transaction.

What role does the reporting person hold at Itron (ITRI)?

The Form 4 identifies him as SVP, Device Solutions and files as an Officer of the issuer.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by attorney-in-fact Christopher E. Ware on 08/26/2025.