Was the Itron (ITRI) insider sale related to a trading decision or tax withholding?

The sale was related to tax withholding. The Form 4 footnote states the 195 shares were automatically sold to cover tax obligations from the vesting of a restricted stock unit award, rather than reflecting a discretionary trading decision by the executive.

Itron SVP sells 195 shares for tax withholding

Itron, Inc. reported an insider transaction by SVP, GC & Corporate Secretary Christopher E. Ware.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

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Form Type

Rhea-AI Filing Summary

Itron, Inc. reported an insider transaction by SVP, GC & Corporate Secretary Christopher E. Ware. He sold 195 shares of common stock on May 26, 2026 at an average price of $84.3667 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. After this transaction, he directly holds 30,311 shares of Itron common stock.

Insider Trade Summary

Net Seller: 195 shares

Net Sell 1 txn

Insider Ware Christopher E.

Role SVP, GC & Corp. Secretary

Sold 195 shs ($16K)

Type	Security	Shares	Price	Value
Sale	Common Stock	195	$84.3667	$16K

Holdings After Transaction: Common Stock — 30,311 shares (Direct)

Footnotes (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: 195 shares Sale price per share: $84.3667 per share Shares owned after transaction: 30,311 shares

3 metrics

Shares sold 195 shares Open-market sale on May 26, 2026

Sale price per share $84.3667 per share Average sale price for 195 shares

Shares owned after transaction 30,311 shares Direct holdings following reported sale

Key Terms

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

3 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"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Itron (ITRI) report for Christopher E. Ware?

Christopher E. Ware, Itron’s SVP, GC & Corporate Secretary, sold 195 shares of common stock. The shares were sold in connection with tax withholding on a vesting restricted stock unit award, rather than a discretionary open-market sale.

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

The 195 Itron common shares were sold at an average price of $84.3667 per share. This transaction was reported as an open-market sale but was undertaken automatically to satisfy tax withholding obligations tied to restricted stock unit vesting.

How many Itron (ITRI) shares does Christopher E. Ware own after this transaction?

Following the sale of 195 shares for tax withholding, Christopher E. Ware directly owns 30,311 Itron common shares. This indicates the reported transaction affects only a small portion of his overall direct holdings in the company.

Who is the insider involved in the recent Itron (ITRI) Form 4 filing?

The insider is Christopher E. Ware, who serves as Senior Vice President, General Counsel and Corporate Secretary at Itron. The Form 4 details his small share sale connected to covering tax withholding from a restricted stock unit vesting event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 05:52 PM EDT

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^*

Ware Christopher E.

(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, GC & Corp. Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2026		S		195⁽¹⁾	D	$84.3667	30,311	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	05/27/2026
	** 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)

Source: View Original Filing on SEC EDGAR