[Form 4] ITRON, INC. Insider Trading Activity

Rhea-AI Filing Summary

ITRON, INC. SVP & CFO Joan S. Hooper reported an automatic sale of 962 shares of common stock. The shares were sold on February 24, 2026 at an average price of $94.8147 per share to cover tax withholding obligations tied to the vesting of a restricted stock unit award.

After this tax-related sale, Hooper directly owns 121,808 shares of Itron common stock. The transaction was reported as an open-market sale but is described as being solely for tax withholding purposes rather than a discretionary share sale.

Insider Trade Summary

Net Seller: 962 shares ($91,212)

Net Sell 1 txn

Insider Hooper Joan S

Role SVP & CFO

Sold 962 shs ($91K)

Type	Security	Shares	Price	Value
Sale	Common Stock	962	$94.8147	$91K

Holdings After Transaction: Common Stock — 121,808 shares (Direct)

Footnotes (1)

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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^*

Hooper Joan S

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		S		962(1)	D	$94.8147	121,808	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	02/26/2026
	** 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.

FAQ

What did Itron (ITRI) CFO Joan Hooper report in this Form 4 filing?

Joan S. Hooper reported an automatic sale of 962 Itron common shares. The shares were sold to satisfy tax withholding obligations from a restricted stock unit vesting, and she continues to directly hold 121,808 Itron shares after the transaction.

Was the Itron (ITRI) CFO’s stock sale a discretionary transaction?

The transaction was not discretionary in the traditional sense; it covered tax withholding. The 962 shares were automatically sold in connection with the vesting of a restricted stock unit award, as disclosed in the footnote to the Form 4 filing.

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

Joan S. Hooper sold 962 shares of Itron common stock at an average price of $94.8147 per share. The sale occurred on February 24, 2026, and was executed to cover tax withholding obligations related to vested restricted stock units.

How many Itron (ITRI) shares does the CFO own after this Form 4 transaction?

Following the sale, Joan S. Hooper directly owns 121,808 shares of Itron common stock. This post-transaction ownership figure is reported in the Form 4 and reflects her remaining direct holdings after the 962-share tax-related sale.

What is the purpose of the share sale disclosed by Itron (ITRI) CFO in the Form 4?

The sale was made to cover tax withholding obligations arising from the vesting of a restricted stock unit award. The Form 4 footnote clarifies that the 962 shares were automatically sold for this tax purpose, rather than as a discretionary portfolio decision.

What transaction code is used in the Itron (ITRI) CFO’s Form 4 and what does it mean?

The Form 4 uses transaction code “S,” indicating a sale of common stock. Although coded as a sale, the footnote explains the transaction represents shares automatically sold to satisfy tax withholding obligations from restricted stock unit vesting.