Itron (ITRI) SVP sells 216 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Itron, Inc. senior vice president of Device Solutions Patrick Justin K reported a small share disposition related to equity compensation. On this Form 4, he sold 216 shares of Common Stock at an average price of $84.3667 per share. According to the footnote, these shares were automatically sold to cover tax withholding obligations arising from the vesting of a restricted stock unit award, rather than a discretionary portfolio sale. After this transaction, he directly holds 32,709 shares of Itron common stock.

Insider Trade Summary

Net Seller: 216 shares ($18,223)

Net Sell 1 txn

Insider Patrick Justin K

Role SVP, Device Solutions

Sold 216 shs ($18K)

Type	Security	Shares	Price	Value
Sale	Common Stock	216	$84.3667	$18K

Holdings After Transaction: Common Stock — 32,709 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 216 shares Sale price: $84.3667 per share Shares held after transaction: 32,709 shares

3 metrics

Shares sold 216 shares Automatic sale to cover tax withholding on RSU vesting

Sale price $84.3667 per share Average price for the 216 shares sold

Shares held after transaction 32,709 shares Direct ownership following the reported Form 4 transaction

Key Terms

restricted stock unit, tax withholding obligations, Common Stock, Form 4

4 terms

restricted stock unit financial

"associated with the vesting of a restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax withholding obligations financial

"shares automatically sold to cover tax withholding obligations associated"

Common Stock financial

"Represents shares of Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 regulatory

"On this Form 4, he sold 216 shares of Common Stock"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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).

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 WASHINGTON 99019

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/26/2026		S		216(1)	D	$84.3667	32,709	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	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Itron (ITRI) executive Patrick Justin K report in this Form 4?

He reported the sale of 216 shares of Itron common stock. The filing states the shares were sold automatically to cover tax withholding tied to restricted stock unit vesting, leaving him with 32,709 shares held directly.

How many Itron (ITRI) shares did Patrick Justin K sell and at what price?

He sold 216 shares of Itron common stock at an average price of $84.3667 per share. The transaction was recorded as a sale but specifically to satisfy tax withholding obligations from a restricted stock unit award vesting.

Why were Itron (ITRI) shares sold in Patrick Justin K’s Form 4 filing?

The filing explains the 216 shares were automatically sold to cover tax withholding obligations. These obligations arose when a restricted stock unit award vested, indicating the transaction was compensation-related rather than a discretionary open-market sale decision.

How many Itron (ITRI) shares does Patrick Justin K hold after this transaction?

Following the transaction, he directly holds 32,709 shares of Itron common stock. This remaining position, disclosed in the Form 4, shows the tax-related sale affected only a small portion of his overall equity holdings in the company.

What role does Patrick Justin K hold at Itron (ITRI) according to the filing?

The Form 4 identifies Patrick Justin K as an officer of Itron, serving as Senior Vice President, Device Solutions. This title indicates he is a key executive responsible for the company’s device-focused business area and associated operations.

Is the Itron (ITRI) Form 4 sale by Patrick Justin K considered routine?

The filing characterizes the 216-share sale as automatic to cover tax withholding on restricted stock unit vesting. Such tax-related transactions are typically viewed as routine compensation administration rather than signaling a change in the executive’s outlook on the stock.