Itron (ITRI) automatic exec sale of 76 shares covers RSU taxes

Rhea-AI Filing Summary

ITRON, INC. (ITRI) reported an insider transaction by David Marshall Wright, VP, Corp. Controller & CAO. On August 24, 2026, he sold 76 shares of common stock at $98.79 per share. According to the company’s disclosure, these shares were automatically sold to cover tax withholding obligations from a restricted stock unit vesting, leaving him with 8,671 shares held directly.

Insider Trade Summary

Net Seller: 76 shares

Net Sell 1 txn

Insider Wright David Marshall

Role VP, Corp. Controller & CAO

Sold 76 shs ($8K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	76	$98.79	$8K

Holdings After Transaction: Common Stock — 8,671 shares (Direct)

Footnotes (1)

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: 76 shares Sale price per share: $98.79 per share Shares owned after transaction: 8,671 shares +1 more

4 metrics

Shares sold 76 shares Common stock sold on August 24, 2026 to cover tax withholding

Sale price per share $98.79 per share Price reported for the 76 shares of common stock sold

Shares owned after transaction 8,671 shares Directly held common stock following the August 24, 2026 sale

Net buy/sell shares -76 shares Net effect of reported insider trading activity in this filing

Key Terms

restricted stock unit, tax withholding obligations, sale in open market or private transaction

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

"sold to cover tax withholding obligations associated with the vesting"

sale in open market or private transaction financial

"transaction_code_description: Sale in open market or private transaction"

FAQ

What insider transaction did ITRI report for David Marshall Wright?

ITRON, INC. disclosed that David Marshall Wright sold 76 shares of common stock on August 24, 2026, at $98.79 per share. The company states the sale was an automatic transaction to cover tax withholding obligations from a vested restricted stock unit award.

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

The sale was linked to tax withholding. ITRON, INC. states the 76 shares sold on August 24, 2026, were automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

How many ITRI shares does David Marshall Wright hold after this transaction?

After the August 24, 2026 sale, David Marshall Wright holds 8,671 shares of ITRON, INC. common stock directly. This figure is reported as the total number of shares beneficially owned following the transaction.

What was the price of the ITRI shares sold in this Form 4 filing?

The 76 shares of ITRON, INC. common stock sold by David Marshall Wright on August 24, 2026 were reported at a price of $98.79 per share, described as a sale in an open market or private transaction.

Does the Form 4 indicate a Rule 10b5-1 trading plan for this ITRI insider sale?

The filing does not indicate use of a Rule 10b5-1 trading plan. The 10b5-1 affirmation checkbox is reported as false, and the footnote instead explains the sale as an automatic tax withholding transaction tied to RSU vesting.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 04:42 PM Accepted by SEC EDGAR 08/25/2026 - 04:41 PM Learn about SEC filing dates

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^*

Wright David Marshall

(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)
	VP, Corp. Controller & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

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	08/24/2026		S		76(1)	D	$98.79	8,671	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	08/25/2026
	** 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)