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  4. [Form 4] ITRON, INC. Insider Trading Activity

Itron CFO exercises 5,823 options, sells 4,406 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

For ITRON, INC. (ITRI), SVP & CFO Joan S. Hooper reported a set of option exercises and related share sales on August 20, 2026. She exercised stock options for a total of 5,823 shares of Common Stock at strike prices of $68.45 and $69.30 per share. On the same date, she sold 365 shares at $97.8259 per share to automatically cover tax withholding from a restricted stock unit vesting, and sold an additional 4,041 shares at $98.95 per share in open market transactions to satisfy the purchase price on the option exercises.

Positive

  • None.

Negative

  • None.
Insider Hooper Joan S
Role SVP & CFO
Sold 4,406 shs ($436K)
Approx. gross sale proceeds $436K
Approx. exercise cost $400K
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F3 1,443 $0.00 $0.00
Exercise Stock Option (Right to Buy) F2 4,380 $0.00 $0.00
Sale Common Stock F1 365 $97.8259 $36K
Exercise Common Stock F2 4,380 $68.45 $300K
Exercise Common Stock F3 1,443 $69.30 $100K
Sale Common Stock F4 4,041 $98.95 $400K
Holdings After Transaction: Stock Option (Right to Buy) — 15,750 contracts (Direct); Common Stock — 118,895 shares (Direct)
Footnotes (4)
  1. F1. Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.
  2. F2. This option became fully vested on June 20, 2020.
  3. F3. This option became fully vested on February 22, 2021.
  4. F4. The Reporting Person sold shares of Common Stock in open market transactions to satisfy payment of the purchase price on the stock option exercises reported in this Form 4.
Options Exercised at $68.45 4,380 shares at $68.45 per share Stock option exercise into Common Stock on August 20, 2026
Options Exercised at $69.30 1,443 shares at $69.30 per share Stock option exercise into Common Stock on August 20, 2026
Sale to Cover Taxes 365 shares at $97.8259 per share Automatic sale to cover tax withholding on RSU vesting
Sale to Pay Option Exercise Price 4,041 shares at $98.95 per share Open market sale to satisfy purchase price on stock option exercises
Total Shares Sold 4,406 shares Combined sales of 365 and 4,041 Common Stock shares on August 20, 2026
Total Shares from Options Exercised 5,823 shares Sum of Common Stock shares received from both option exercises
Stock Option (Right to Buy) financial
"security_title: Stock Option (Right to Buy)"
restricted stock unit award financial
"vesting of a restricted stock unit award"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
tax withholding obligations financial
"sold to cover tax withholding obligations associated"
open market transactions financial
"sold shares of Common Stock in open market transactions"
Open market transactions are the buying and selling of a company’s shares or other securities conducted on public exchanges or through the wider market rather than through private deals or negotiated placements. They matter to investors because these trades change supply and demand in real time—like shoppers affecting a store’s inventory—and so can move prices, signal management or investor sentiment, affect liquidity, and alter ownership stakes that influence future returns and risk.

FAQ

What transactions did ITRI CFO Joan S. Hooper report on this Form 4?
Joan S. Hooper reported exercising stock options for 5,823 shares of ITRON, INC. Common Stock and selling a total of 4,406 shares on August 20, 2026, including sales tied to tax withholding and paying the purchase price of the exercised options.

How many ITRI shares did the CFO exercise from stock options and at what prices?
She exercised options for 4,380 shares at a strike price of $68.45 per share and 1,443 shares at a strike price of $69.30 per share, converting these options into an equal number of ITRON, INC. Common Stock shares.

How many ITRI shares did the CFO sell and at what prices?
She sold 365 shares of Common Stock at $97.8259 per share and 4,041 shares at $98.95 per share on August 20, 2026, for a total of 4,406 shares sold.

Why were 365 ITRI shares sold by the CFO according to the filing?
The 365 shares sold were automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award held by Joan S. Hooper.

Why did the CFO sell 4,041 ITRI shares in open market transactions?
The filing states that the 4,041 shares of Common Stock were sold in open market transactions to satisfy payment of the purchase price on the stock option exercises reported in this Form 4.

Were Joan S. Hooper’s ITRI transactions made under a Rule 10b5-1 trading plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not checked, and the footnotes do not describe a Rule 10b5-1 plan, so the transactions are not reported as being made under such a trading plan.

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SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/20/2026S365(1)D$97.8259117,113D
Common Stock08/20/2026M4,380(2)A$68.45121,493D
Common Stock08/20/2026M1,443(3)A$69.3122,936D
Common Stock08/20/2026S4,041(4)D$98.95118,895D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$69.308/20/2026M1,443 (3)02/22/2028Common Stock1,443$08,615D
Stock Option (Right to Buy)$68.4508/20/2026M4,380 (2)06/20/2027Common Stock4,380$07,135D
Explanation of Responses:
1. Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award.
2. This option became fully vested on June 20, 2020.
3. This option became fully vested on February 22, 2021.
4. The Reporting Person sold shares of Common Stock in open market transactions to satisfy payment of the purchase price on the stock option exercises reported in this Form 4.
/s/ Christopher E. Ware, attorney-in-fact08/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR