Itron (NASDAQ: ITRI) CFO sells 455 shares for RSU tax withholding

Rhea-AI Filing Summary

ITRON, INC. (ITRI) reported that SVP & CFO Joan S. Hooper sold 455 shares of Common Stock on 2026-08-24 at $98.79 per share. According to the notes, these shares were automatically sold to cover tax withholding obligations from the vesting of a restricted stock unit award. After the sale, she directly held 118,440 shares.

Insider Trade Summary

Net Seller: 455 shares

Net Sell 1 txn

Insider Hooper Joan S

Role SVP & CFO

Sold 455 shs ($45K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	455	$98.79	$45K

Holdings After Transaction: Common Stock — 118,440 shares (Direct)

Footnotes (1)

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: 455 shares Sale price per share: $98.79 per share Shares held after transaction: 118,440 shares

3 metrics

Shares sold 455 shares Common Stock transaction on 2026-08-24

Sale price per share $98.79 per share Price for 455 shares of Common Stock sold on 2026-08-24

Shares held after transaction 118,440 shares Directly owned Common Stock after the 2026-08-24 sale

Key Terms

restricted stock unit award, tax withholding obligations, Common Stock

3 terms

restricted stock unit award financial

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

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

tax withholding obligations financial

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

Common Stock financial

"455 shares of Common Stock on 2026-08-24 at $98.79 per share"

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.

FAQ

What insider transaction did ITRON, INC. (ITRI) disclose for Joan S. Hooper?

ITRON, INC. disclosed that SVP & CFO Joan S. Hooper sold 455 shares of Common Stock on 2026-08-24 at $98.79 per share, in a transaction reported as a sale in the open market or a private transaction.

Why were shares of ITRI sold by Joan S. Hooper in this Form 4?

The filing states that the 455 shares sold by Joan S. Hooper were automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award, rather than being a discretionary sale of investment holdings.

How many ITRI shares does Joan S. Hooper hold after this reported sale?

After the reported sale to cover tax withholding, Joan S. Hooper directly held 118,440 shares of ITRON, INC. Common Stock, as stated in the Form 4 data.

Was the ITRI insider transaction under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is marked false, indicating that the reported transaction was not affirmed as being made under a Rule 10b5-1 trading plan.

What was the sale price per share in Joan S. Hooper’s ITRI transaction?

The Form 4 reports that Joan S. Hooper’s sale of ITRON, INC. Common Stock was executed at a price of $98.79 per share for the 455 shares sold on 2026-08-24.

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Available on EDGAR 08/25/2026 - 04:27 PM Accepted by SEC EDGAR 08/25/2026 - 04:27 PM Learn about SEC filing dates

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^*

Hooper Joan S

(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 & CFO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/24/2026		S		455(1)	D	$98.79	118,440	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	08/25/2026
	** 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)