Itron VP sells 58 shares to cover tax withholding

Rhea-AI Filing Summary

ITRON, INC. (ITRI) reported an insider transaction by David Marshall Wright, VP, Corp. Controller & CAO. On 2026-08-20, he sold 58 shares of common stock at $97.8259 per share. According to the disclosure, these shares were automatically sold to cover tax withholding on a vesting restricted stock unit award, leaving him with 8,747 shares held directly.

Insider Trade Summary

Net Seller: 58 shares

Net Sell 1 txn

Insider Wright David Marshall

Role VP, Corp. Controller & CAO

Sold 58 shs ($6K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	58	$97.8259	$6K

Holdings After Transaction: Common Stock — 8,747 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: 58 shares Sale price per share: $97.8259 per share Shares owned after transaction: 8,747 shares

3 metrics

Shares sold 58 shares Common Stock sold on 2026-08-20

Sale price per share $97.8259 per share Price for the 58 Common Stock shares sold

Shares owned after transaction 8,747 shares Total direct Common Stock holdings following the transaction

Key Terms

restricted stock unit award, tax withholding obligations, non-derivative

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"

non-derivative financial

"transaction is reported as a sale of non-derivative common stock"

FAQ

Who from ITRI reported an insider transaction in this Form 4?

The reporting person is David Marshall Wright, who serves as VP, Corp. Controller & CAO of ITRON, INC. The filing details his disposition of company common stock and his remaining direct holdings after the transaction.

How many ITRI shares did David Marshall Wright sell and at what price?

David Marshall Wright sold 58 shares of ITRON, INC. common stock at a price of $97.8259 per share on 2026-08-20. The transaction is reported as a sale of non-derivative common stock.

Why were the ITRI shares sold in this Form 4 transaction?

The filing states that the 58 ITRON, INC. shares were automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award, indicating the sale was related to tax obligations rather than a discretionary market sale.

How many ITRI shares does David Marshall Wright hold after the transaction?

Following the sale, David Marshall Wright directly holds 8,747 shares of ITRON, INC. common stock. This post-transaction ownership figure is reported in the Form 4 as total shares following the transaction.

Was the ITRI Form 4 sale made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not selected (aff_10b5_one is false), indicating the transaction is not affirmed as made pursuant to a Rule 10b5-1 trading plan. The sale is instead described as covering tax withholding on RSU vesting.

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Available on EDGAR 08/24/2026 - 11:04 AM Accepted by SEC EDGAR 08/24/2026 - 11:04 AM 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^*

Wright David Marshall

(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)
	VP, Corp. Controller & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

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	08/20/2026		S		58(1)	D	$97.8259	8,747	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	08/24/2026
	** 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)