Itron SVP Pulatie-Hahn disposes 110 shares; tax-withholding RSU sale

Rhea-AI Filing Summary

Itron, Inc. (ITRI) insider transaction: Laurie Ann Pulatie-Hahn, Senior Vice President, HR, reported a sale of 110 shares of ITRON common stock on 08/25/2025 at an average price of $125.3071 per share. After the sale, she beneficially owns 22,109 shares directly. The filing states the 110 shares were automatically sold to cover tax withholding tied to the vesting of a restricted stock unit award. The Form 4 was submitted and signed by an attorney-in-fact on 08/26/2025.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale by an officer; not a signal of executive-led monetization.

The reported disposal of 110 shares was executed as an automatic sale to satisfy tax obligations from RSU vesting, per the filers explanation. This type of transaction is common following equity compensation vesting and typically reflects payroll-related mechanics rather than a discretionary decision to liquidate holdings. The officer retains a substantial direct stake of 22,109 shares, which suggests ongoing alignment with shareholders rather than an exit.

Securities Analyst

TL;DR: Small, non-material sale at $125.3071 per share; market impact is negligible.

Quantitatively, the sale of 110 shares at $125.3071 equals roughly $13,783 in proceeds, which is immaterial relative to typical market volumes and the officers remaining direct holdings. Because the filing explicitly attributes the sale to tax withholding on vested RSUs, it does not constitute an open-market disposition reflecting a change in view on the companys prospects. Investors generally treat such reported transactions as administrative.

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^*

Pulatie-Hahn Laurie Ann

(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, HR

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		110(1)	D	$125.3071	22,109	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 did ITRI insider Laurie Ann Pulatie-Hahn report on Form 4?

She reported the sale of 110 shares of ITRON common stock on 08/25/2025 at $125.3071 per share, leaving 22,109 shares beneficially owned.

Why were the 110 ITRI shares sold according to the filing?

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

Does this Form 4 indicate a significant change in insider ownership for ITRI?

No. The sale was small (110 shares) and described as a tax-withholding sale; the reporting person still directly owns 22,109 shares.

When was the Form 4 for this transaction signed and filed?

The signature by attorney-in-fact Christopher E. Ware is dated 08/26/2025, reflecting the filing of the Form 4 reporting the 08/25/2025 transaction.