Itron (ITRI) SVP Pulatie-Hahn auto-sells 3,755 shares to cover taxes

Rhea-AI Filing Summary

Itron, Inc. senior vice president of human resources Laurie Ann Pulatie-Hahn reported an automatic sale of 3,755 shares of common stock on February 19, 2026 at an average price of $99.5385 per share. The shares were sold solely to cover tax withholding on a vested performance-based restricted stock unit award, and she retained 33,679 shares afterward.

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)
02/19/2026

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	02/19/2026		S		3,755(1)	D	$99.5385	33,679	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 performance-based restricted stock unit award.

	/s/ Christopher E. Ware, attorney-in-fact	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 Laurie Ann Pulatie-Hahn?

Laurie Ann Pulatie-Hahn reported an automatic sale of 3,755 Itron shares. The sale occurred on February 19, 2026, and was used exclusively to cover tax withholding on a vested performance-based restricted stock unit award.

At what price were the Itron (ITRI) shares sold in this Form 4 filing?

The 3,755 Itron shares were sold at an average price of $99.5385 per share. This transaction was characterized as an open-market sale executed to satisfy tax withholding obligations tied to a performance-based restricted stock unit vesting.

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

After the transaction, Laurie Ann Pulatie-Hahn directly held 33,679 Itron common shares. The filing indicates that only 3,755 shares were sold and that the sale was made to cover tax withholding associated with a vesting equity award.

Why were Laurie Ann Pulatie-Hahn’s Itron (ITRI) shares sold according to the Form 4 footnote?

The footnote explains the shares were automatically sold to cover tax withholding obligations. These obligations arose from the vesting of a performance-based restricted stock unit award, meaning the transaction was related to compensation, not a discretionary share sale.

What role does Laurie Ann Pulatie-Hahn hold at Itron (ITRI) in this Form 4?

Laurie Ann Pulatie-Hahn is identified as Itron’s Senior Vice President of Human Resources. The Form 4 reports her equity-related tax withholding sale, reflecting standard executive compensation practices tied to performance-based restricted stock unit vesting.