Itron (ITRI) CEO Deitrich sells 760 shares to cover RSU tax obligations

Rhea-AI Filing Summary

ITRON, INC. President & CEO Thomas Deitrich reported an automatic sale of 760 shares of common stock at $79.5976 per share to cover tax withholding obligations tied to a restricted stock unit vesting. After this transaction, he directly holds 369,541 shares and indirectly holds 25,000 shares through a trust.

Insider Trade Summary

Net Seller: 760 shares ($60,494)

Net Sell 2 txns

Insider Deitrich Thomas

Role President & CEO

Sold 760 shs ($60K)

Type	Security	Shares	Price	Value
Sale	Common Stock	760	$79.5976	$60K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 369,541 shares (Direct, null); Common Stock — 25,000 shares (Indirect, By Trust)

Footnotes (1)

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Key Figures

Shares sold: 760 shares Sale price: $79.5976 per share Direct holdings after transaction: 369,541 shares +2 more

5 metrics

Shares sold 760 shares Automatic sale on 2026-05-20 to cover tax withholding

Sale price $79.5976 per share Price for 760 shares sold on 2026-05-20

Direct holdings after transaction 369,541 shares Direct Itron common stock held after 2026-05-20 sale

Indirect holdings via trust 25,000 shares Itron common stock held indirectly by trust as of 2026-05-20

Net shares sold 760 shares Net-sell direction from transaction summary

Key Terms

restricted stock unit, tax withholding obligations, open-market sale, indirect ownership

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

"shares automatically sold to cover tax withholding obligations associated"

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.

indirect ownership financial

"direct_or_indirect": "I","nature_of_ownership": "By Trust""

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^*

Deitrich Thomas

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		760(1)	D	$79.5976	369,541	D
Common Stock								25,000	I	By Trust

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 insider transaction did Itron (ITRI) CEO Thomas Deitrich report?

Thomas Deitrich reported an automatic sale of 760 Itron shares. The shares were sold at $79.5976 each to cover tax withholding obligations related to a restricted stock unit vesting, rather than as a discretionary open-market sale.

How many Itron (ITRI) shares were sold and at what price?

The filing shows 760 Itron common shares were sold at $79.5976 per share. According to a footnote, these shares were automatically sold to satisfy tax withholding obligations from a restricted stock unit award vesting.

How many Itron (ITRI) shares does Thomas Deitrich hold after this filing?

After the reported transaction, Thomas Deitrich directly holds 369,541 Itron common shares. He also has an indirect holding of 25,000 shares held by a trust, as reflected in the same Form 4 filing.

Was the Itron (ITRI) CEO’s share sale a discretionary open-market trade?

The Form 4 codes the transaction as a sale but notes it was to cover tax withholding obligations. The footnote explains the 760 shares were automatically sold when a restricted stock unit award vested, indicating a tax-related, non-discretionary sale.

What does the trust holding in the Itron (ITRI) Form 4 represent?

The filing lists 25,000 Itron common shares held indirectly by Thomas Deitrich through a trust. This entry is reported as a holding, indicating continuing indirect ownership separate from his 369,541 directly held shares after the tax-related sale.