Itron (ITRI) CEO disposes 1,772 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Itron, Inc. President & CEO Thomas Deitrich reported an automatic sale of 1,772 shares of common stock on February 24, 2026, at an average price of $94.8147 per share. According to the footnote, these shares were sold to cover tax withholding obligations from a restricted stock unit vesting. After this transaction, he directly holds 370,301 shares and indirectly holds 25,000 shares 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)
02/24/2026

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		1,772(1)	D	$94.8147	370,301	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	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 insider transaction did Itron (ITRI) report for CEO Thomas Deitrich?

Itron reported that CEO Thomas Deitrich had 1,772 shares of common stock automatically sold on February 24, 2026. The shares were sold at an average price of $94.8147 to cover tax withholding obligations related to a restricted stock unit vesting.

Was the Itron (ITRI) CEO’s Form 4 transaction a discretionary sale?

The transaction was not a discretionary open-market sale. The filing states the 1,772 shares were automatically sold to satisfy tax withholding obligations triggered by the vesting of a restricted stock unit award, a common administrative process for equity compensation.

How many Itron (ITRI) shares does CEO Thomas Deitrich hold after this filing?

After the reported transaction, Thomas Deitrich directly holds 370,301 shares of Itron common stock. The Form 4 also shows an additional 25,000 shares held indirectly through a trust, indicating a substantial continuing equity stake in the company.

At what price were the Itron (ITRI) CEO’s shares sold in the Form 4?

The 1,772 Itron common shares were sold at an average price of $94.8147 per share. This sale was specifically to cover tax withholding obligations arising from the vesting of a restricted stock unit award, according to the Form 4 footnote.

What does the trust ownership in the Itron (ITRI) Form 4 indicate?

The Form 4 shows 25,000 Itron shares held indirectly with the nature of ownership listed as “By Trust.” This means a trust associated with Thomas Deitrich holds those shares, in addition to his directly owned 370,301 shares after the reported transaction.

Why were restricted stock units mentioned in the Itron (ITRI) insider filing?

The filing notes that the 1,772 shares were sold to cover tax withholding obligations from the vesting of a restricted stock unit award. This indicates the transaction was mechanically tied to equity compensation rather than a standalone investment decision to sell shares.