Itron CEO reports 862-share tax-related stock sale

Rhea-AI Filing Summary

ITRON, INC. President & CEO Thomas Deitrich reported a small disposition of company stock tied to equity compensation. On May 26, 2026, 862 shares of common stock were sold at $84.3667 per share to cover tax withholding obligations from a vesting restricted stock unit award, according to the footnote. This was not a discretionary open-market sale for portfolio reasons but a mechanistic tax payment. After the transaction, Deitrich directly owned 368,679 common shares, and a separate indirect holding entry shows 25,000 shares held by a trust. The filing therefore reflects a routine, small tax-related share disposition while the CEO maintains a substantial continuing equity stake in Itron.

Insider Trade Summary

Net Seller: 862 shares

Net Sell 2 txns

Insider Deitrich Thomas

Role President & CEO

Sold 862 shs ($73K)

Type	Security	Shares	Price	Value
Sale	Common Stock	862	$84.3667	$73K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 368,679 shares (Direct); Common Stock — 25,000 shares (Indirect, By Trust)

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 for tax withholding: 862 shares Sale price per share: $84.3667 per share Direct holdings after transaction: 368,679 shares +2 more

5 metrics

Shares sold for tax withholding 862 shares Common Stock, transaction on May 26, 2026

Sale price per share $84.3667 per share Automatic sale to cover RSU tax withholding

Direct holdings after transaction 368,679 shares Common Stock directly owned by CEO after sale

Indirect trust holdings 25,000 shares Common Stock held indirectly by trust

Net shares sold 862 shares Net-sell direction per transaction summary

Key Terms

restricted stock unit award, tax withholding obligations, Common Stock, indirect

4 terms

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 with the vesting"

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

indirect financial

""ownership_type": "indirect""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Itron (ITRI) report for CEO Thomas Deitrich?

Itron reported that CEO Thomas Deitrich had 862 common shares sold on May 26, 2026. The filing notes these shares were sold automatically to satisfy tax withholding obligations from a vesting restricted stock unit award, rather than a discretionary portfolio sale.

Was the Itron (ITRI) CEO’s Form 4 transaction an open-market sale?

The Form 4 lists the transaction with a sale code, but the footnote explains the 862 shares were automatically sold to cover tax withholding on RSU vesting. This characterizes the event as a routine tax-related disposition, not a discretionary open-market stock sale.

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

The reported transaction for CEO Thomas Deitrich shows 862 common shares sold at an average price of $84.3667 per share. These shares were disposed of to cover tax withholding obligations related to the vesting of a restricted stock unit award.

How many Itron (ITRI) shares does the CEO hold after this Form 4 transaction?

Following the reported tax-related disposition, CEO Thomas Deitrich directly owned 368,679 shares of Itron common stock. A separate holding entry also shows 25,000 shares held indirectly by a trust, indicating a continued substantial equity position in the company.

Does the Itron (ITRI) Form 4 indicate any derivative or option exercises?

The insider report for CEO Thomas Deitrich shows no derivative transactions or option exercises. The transaction summary lists zero derivative exercises, with activity limited to the 862-share tax-withholding sale and a separate holding entry for shares owned indirectly by a trust.

What is the nature of the indirect Itron (ITRI) holdings reported for the CEO?

The Form 4 includes a holding entry showing 25,000 Itron common shares owned indirectly with a nature of ownership described as “By Trust”. This indicates an additional trust-held stake separate from CEO Thomas Deitrich’s directly owned 368,679 shares after the transaction.

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

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Accepted by SEC EDGAR 05/27/2026 - 05:34 PM EDT 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^*

Deitrich Thomas

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		S		862(1)	D	$84.3667	368,679	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	05/27/2026
	** 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)