Itron (ITRI) SVP Ware disposes 763 shares to cover RSU tax

Rhea-AI Filing Summary

ITRON, INC. executive Christopher E. Ware, SVP, General Counsel and Corporate Secretary, reported an automatic disposition of common stock tied to equity compensation. On this Form 4, 763 shares of common stock were sold at an average price of $100.1664 per share to cover tax withholding obligations from the vesting of a restricted stock unit award. After this withholding-related sale, Ware directly holds 31,043 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^*

Ware Christopher E.

(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, GC & Corp. Secretary

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		763(1)	D	$100.1664	31,043	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	02/23/2026
	** 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).
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FAQ

What insider transaction did Itron (ITRI) report for Christopher E. Ware?

Itron reported that Christopher E. Ware had 763 shares of common stock automatically sold. The sale covered tax withholding obligations related to the vesting of a restricted stock unit award, rather than being a discretionary open-market sale for investment purposes.

How many Itron (ITRI) shares were sold in Christopher Ware’s latest Form 4?

The Form 4 shows 763 Itron common shares were sold. These shares were disposed of at an average price of about $100.1664 each specifically to satisfy tax withholding triggered by a restricted stock unit vesting event.

Was Christopher Ware’s Itron (ITRI) stock sale a routine tax withholding transaction?

Yes. A footnote explains the 763 shares were automatically sold to cover tax withholding on a restricted stock unit vesting. Such transactions are typically administrative and linked to equity compensation, not an elective change in the insider’s investment position.

How many Itron (ITRI) shares does Christopher Ware hold after this Form 4 transaction?

After the withholding-related sale, Christopher Ware directly owns 31,043 Itron common shares. This figure reflects his remaining direct holdings following the automatic disposition of 763 shares used to satisfy associated tax obligations.

What role does Christopher E. Ware hold at Itron (ITRI)?

Christopher E. Ware serves as Senior Vice President, General Counsel and Corporate Secretary at Itron. His Form 4 filing reflects equity compensation activity and related tax withholding tied to his position as a senior executive at the company.