Itron (ITRI) SVP Reeves sells 5,419 shares to cover equity award taxes

Rhea-AI Filing Summary

ITRON, INC. senior vice president Donald L. Reeves III reported an automatic sale of common stock to cover taxes from a vesting equity award. On this Form 4, he sold 5,419 shares of common stock in an open-market transaction at an average price of $99.5385 per share. The filing notes that these shares were sold to satisfy tax withholding obligations tied to a performance-based restricted stock unit award, rather than as a discretionary sale. After this transaction, Reeves directly holds 33,140 shares of Itron common stock.

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^*

Reeves Donald L. III

(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, Outcomes

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		5,419(1)	D	$99.5385	33,140	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 Donald L. Reeves III?

Itron reported that SVP Donald L. Reeves III sold 5,419 shares of common stock. The transaction was an automatic sale to cover tax withholding from a vesting performance-based restricted stock unit award, rather than a discretionary open-market sale for investment purposes.

How many Itron (ITRI) shares did Donald L. Reeves III sell and at what price?

Donald L. Reeves III sold 5,419 Itron common shares at an average price of $99.5385 per share. This transaction was disclosed as an open-market sale conducted to satisfy tax withholding obligations on a vesting equity award.

Does Donald L. Reeves III still hold Itron (ITRI) shares after this Form 4 sale?

Yes. After the tax-related sale of 5,419 shares, Donald L. Reeves III directly holds 33,140 shares of Itron common stock. This post-transaction ownership figure is disclosed in the Form 4 as his remaining direct holding position.

Was the Itron (ITRI) insider sale by Donald L. Reeves III discretionary?

The sale was not described as discretionary. The footnote explains the 5,419 shares were automatically sold to cover tax withholding obligations from the vesting of a performance-based restricted stock unit award, indicating a tax-driven transaction rather than a voluntary portfolio adjustment.

What role does Donald L. Reeves III hold at Itron (ITRI) in this Form 4?

In this Form 4, Donald L. Reeves III is identified as an officer of Itron with the title "SVP, Outcomes." His position as a senior vice president makes him a reporting person required to disclose transactions in Itron common stock.