Itron (ITRI) SVP Marcolini auto-sells 267 shares to cover RSU tax

Rhea-AI Filing Summary

ITRON, INC. senior vice president John F. Marcolini reported a small, automatic share sale tied to equity compensation. On the transaction date, 267 shares of common stock were sold at an average price of $79.5976 per share to cover tax withholding obligations from a vested restricted stock unit award. After this tax-related sale, Marcolini directly owned 25,011 shares, indicating he retained the vast majority of his holdings and that the transaction was routine rather than a discretionary reduction in ownership.

Insider Trade Summary

Net Seller: 267 shares ($21,253)

Net Sell 1 txn

Insider Marcolini John F.

Role SVP, Networked Solutions

Sold 267 shs ($21K)

Type	Security	Shares	Price	Value
Sale	Common Stock	267	$79.5976	$21K

Holdings After Transaction: Common Stock — 25,011 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 267 shares Sale price: $79.5976 per share Shares owned after transaction: 25,011 shares

3 metrics

Shares sold 267 shares Automatic sale to cover tax withholding on RSU vesting

Sale price $79.5976 per share Average price for the 267-share tax-related sale

Shares owned after transaction 25,011 shares Direct holdings of John F. Marcolini following the sale

Key Terms

restricted stock unit, tax withholding obligations, open-market sale, Form 4

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"

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

Marcolini John F.

(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, Networked Solutions

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		267(1)	D	$79.5976	25,011	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	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) report for John F. Marcolini?

Itron reported that SVP John F. Marcolini had 267 shares of common stock sold automatically to cover tax withholding tied to a restricted stock unit vesting. This was a routine compensation-related event, not a discretionary open-market sale of his broader holdings.

How many Itron (ITRI) shares were involved in Marcolini’s Form 4 filing?

The filing shows 267 shares of Itron common stock were sold. According to the footnote, these shares were automatically sold to satisfy tax withholding obligations from a restricted stock unit award vesting, rather than reflecting an elective portfolio decision.

At what price were John F. Marcolini’s Itron (ITRI) shares sold?

The 267 Itron shares reported in the transaction were sold at an average price of $79.5976 per share. This price reflects the execution level for the automatic tax-withholding sale associated with the vesting of a restricted stock unit award.

How many Itron (ITRI) shares does Marcolini hold after this transaction?

Following the tax-related sale, John F. Marcolini directly owned 25,011 Itron common shares. This post-transaction holding indicates that the 267-share sale was small relative to his overall position and was limited to covering tax obligations on equity compensation.

Was the Itron (ITRI) insider sale by Marcolini discretionary or tax-related?

The filing specifies the sale was tax-related. A footnote explains the 267 shares were automatically sold to cover tax withholding obligations arising from the vesting of a restricted stock unit award, characterizing the event as a routine compensation mechanism rather than a discretionary sale.