Itron (ITRI) CEO Deitrich auto-sells 3,061 shares for RSU tax withholding

Rhea-AI Filing Summary

ITRON, INC. President & CEO Thomas Deitrich reported an automatic sale of common stock tied to equity compensation. On February 20, 2026, 3,061 shares were sold at an average price of $100.1664 per share to cover tax withholding obligations from the vesting of a restricted stock unit award. After this transaction, he held 372,073 shares directly and 25,000 shares indirectly through a trust.

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^*

Deitrich Thomas

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		S		3,061(1)	D	$100.1664	372,073	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	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 did Itron (ITRI) CEO Thomas Deitrich report in this Form 4?

Thomas Deitrich reported an automatic sale of 3,061 Itron common shares. The shares were sold at an average price of $100.1664 to satisfy tax withholding obligations from a vesting restricted stock unit award, rather than as a discretionary open-market sale.

How many Itron (ITRI) shares did the CEO sell and at what price?

The CEO reported selling 3,061 Itron common shares at an average price of $100.1664. This transaction was executed to cover tax withholding related to a restricted stock unit vesting, according to the disclosed explanatory footnote.

Why were the Itron (ITRI) shares sold in this CEO Form 4 filing?

The shares were sold automatically to cover tax withholding obligations from a restricted stock unit award vesting. This means the transaction was linked to equity compensation tax requirements, not reported as a discretionary open-market sale by the CEO.

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

After the transaction, Thomas Deitrich held 372,073 Itron common shares directly. He also had an additional 25,000 shares reported as indirectly owned through a trust, reflecting his combined reported beneficial ownership post-transaction.

What indirect Itron (ITRI) share ownership is reported for the CEO?

The filing reports 25,000 Itron common shares held indirectly by Thomas Deitrich through a trust. This indirect position is separate from his direct holdings and is disclosed under indirect ownership with the notation "By Trust."

Does this Itron (ITRI) Form 4 show any insider share purchases?

No insider share purchases are reported in this Form 4. The filing shows a single automatic sale of 3,061 shares for tax withholding purposes and an updated disclosure of 25,000 indirectly owned shares held by a trust.