Itron (ITRI) SVP auto-sells 181 shares for RSU tax withholding

Rhea-AI Filing Summary

Itron, Inc. senior vice president of HR Laurie Ann Pulatie-Hahn reported a small share sale tied to equity compensation. On May 20, she sold 181 shares of common stock at an average price of $79.5976 per share.

According to the footnote, these shares were automatically sold to cover tax withholding obligations from the vesting of a restricted stock unit award, rather than a discretionary open-market sale. After this transaction, she directly owns 32,469 Itron shares.

Insider Trade Summary

Net Seller: 181 shares ($14,407)

Net Sell 1 txn

Insider Pulatie-Hahn Laurie Ann

Role SVP, HR

Sold 181 shs ($14K)

Type	Security	Shares	Price	Value
Sale	Common Stock	181	$79.5976	$14K

Holdings After Transaction: Common Stock — 32,469 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 181 shares Sale price: $79.5976 per share Post-transaction holdings: 32,469 shares

3 metrics

Shares sold 181 shares Common stock sold on May 20, 2026

Sale price $79.5976 per share Average price for 181 shares sold

Post-transaction holdings 32,469 shares Common stock directly owned after sale

Key Terms

restricted stock unit award, tax withholding obligations, open-market sale, Form 4

4 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

"shares automatically sold to cover tax withholding obligations"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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.

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^*

Pulatie-Hahn Laurie Ann

(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, HR

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

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	05/20/2026		S		181(1)	D	$79.5976	32,469	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	05/21/2026
	** 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 Laurie Ann Pulatie-Hahn report in this Form 4?

Laurie Ann Pulatie-Hahn reported selling 181 Itron common shares. The shares were automatically sold at $79.5976 each to cover tax withholding from a restricted stock unit vesting, reflecting a routine compensation-related transaction rather than a large discretionary share sale.

How many Itron (ITRI) shares did the executive sell and at what price?

She sold 181 Itron common shares at an average price of $79.5976. The transaction was executed automatically to satisfy tax withholding obligations related to the vesting of a restricted stock unit award, according to the Form 4 footnote disclosure.

Why were Laurie Ann Pulatie-Hahn’s Itron (ITRI) shares sold in this transaction?

The shares were sold to cover tax withholding obligations from a restricted stock unit vesting. The Form 4 footnote explains the 181 shares of Itron common stock were automatically sold for this purpose, indicating a routine administrative step tied to equity compensation.

How many Itron (ITRI) shares does Laurie Ann Pulatie-Hahn hold after the sale?

Following the transaction, she directly holds 32,469 Itron common shares. This post-transaction holding figure in the Form 4 helps show the sale was small relative to her remaining position and was related to tax withholding on vested equity.

Was the Itron (ITRI) insider transaction an open-market sale or tax-related?

The transaction is coded as a sale but described as tax-related in the footnote. It states the 181 shares were automatically sold to cover tax withholding on a restricted stock unit vesting, distinguishing it from a discretionary open-market liquidation.