Is the ITRI insider sale related to a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as a plan transaction (aff_10b5_one is false). The footnote instead explains that the sale was to cover tax withholding obligations from restricted stock unit vesting.

Itron (ITRI) exec’s tax-withholding sale leaves 32,275 shares

Q: What insider transaction did ITRI disclose for Patrick Justin K?

ITRON, INC. disclosed that SVP, Device Solutions Patrick Justin K reported the sale of 222 shares of common stock on 2026-08-24 at $98.79 per share, in a transaction linked to the vesting of a restricted stock unit award.

Q: Why were shares of ITRON, INC. (ITRI) sold in this Form 4 filing?

The filing states the 222 shares of ITRON, INC. common stock were automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award for SVP, Device Solutions Patrick Justin K.

Q: How many ITRI shares does Patrick Justin K hold after this reported sale?

After the reported transaction, SVP, Device Solutions Patrick Justin K directly holds 32,275 shares of ITRON, INC. common stock, as disclosed in the Form 4.

Q: What was the sale price for the ITRON, INC. (ITRI) shares in this Form 4?

The 222 shares of ITRON, INC. common stock were sold at a price of $98.79 per share, described as a sale in the open market or a private transaction.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Itron, Inc. (ITRI) reported that Patrick Justin K, its SVP, Device Solutions, reported a transaction in the company’s common stock. On 2026-08-24, 222 shares of common stock were sold at a price of $98.79 per share. According to the filing, these shares were automatically sold to cover tax withholding obligations arising from the vesting of a restricted stock unit award. Following this sale, the reporting person directly holds 32,275 shares of Itron common stock.

Insider Trade Summary

Net Seller: 222 shares

Net Sell 1 txn

Insider Patrick Justin K

Role SVP, Device Solutions

Sold 222 shs ($22K)

Type	Security	Shares	Price	Value
Sale	Common Stock ^F1	222	$98.79	$22K

Holdings After Transaction: Common Stock — 32,275 shares (Direct)

Footnotes (1)

F1. Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

Key Figures

Shares sold: 222 shares Sale price per share: $98.79 per share Shares held after transaction: 32,275 shares

3 metrics

Shares sold 222 shares Common Stock sold on 2026-08-24

Sale price per share $98.79 per share Price for the 222 shares of Common Stock sold

Shares held after transaction 32,275 shares Direct holdings of Patrick Justin K following the sale

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

"sold to cover tax withholding obligations associated with the vesting"

Common Stock financial

"security_title: "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

"INSIDER FILING DATA (Form 4)"

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.

FAQ

What insider transaction did ITRI disclose for Patrick Justin K?

ITRON, INC. disclosed that SVP, Device Solutions Patrick Justin K reported the sale of 222 shares of common stock on 2026-08-24 at $98.79 per share, in a transaction linked to the vesting of a restricted stock unit award.

Why were shares of ITRON, INC. (ITRI) sold in this Form 4 filing?

The filing states the 222 shares of ITRON, INC. common stock were automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award for SVP, Device Solutions Patrick Justin K.

How many ITRI shares does Patrick Justin K hold after this reported sale?

After the reported transaction, SVP, Device Solutions Patrick Justin K directly holds 32,275 shares of ITRON, INC. common stock, as disclosed in the Form 4.

What was the sale price for the ITRON, INC. (ITRI) shares in this Form 4?

The 222 shares of ITRON, INC. common stock were sold at a price of $98.79 per share, described as a sale in the open market or a private transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 04:33 PM Accepted by SEC EDGAR 08/25/2026 - 04:32 PM

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)
08/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/24/2026		S		222⁽¹⁾	D	$98.79	32,275	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	08/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR