[Form 4] Itron Inc Insider Trading Activity

Rhea-AI Filing Summary

Joan S. Hooper, SVP & CFO of Itron, Inc. (ITRI), reported a routine sale of 970 shares of common stock on 08/25/2025 at a price of $125.3071 per share. The filing states the shares were sold automatically to cover tax withholding obligations tied to the vesting of a restricted stock unit award. After the transaction, Ms. Hooper beneficially owns 88,394 shares directly. The Form 4 was signed by an attorney-in-fact on 08/26/2025. No other transactions, derivative positions, or additional material disclosures are included in this filing.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale of vested RSUs by a senior officer; not material to company fundamentals.

The reported transaction is a common administrative sale to satisfy tax withholding from vested restricted stock units and does not indicate discretionary insider selling for liquidity or signaling purposes. The number of shares sold (970) is small relative to the reported post-transaction beneficial ownership (88,394 shares), suggesting limited impact on ownership concentration or governance. No derivative transactions, additional disposals, or changes in role are disclosed, and the filing contains the standard explanatory note and signature by attorney-in-fact.

Securities Analyst

TL;DR: Transaction is administrative and routine; no new information about company performance or outlook.

The sale price of $125.3071 per share and the precise share count reflect an automated tax-withholding mechanism tied to RSU vesting. Such filings are regular for executives receiving equity compensation and typically carry no informational content about company operations, forecasts, or insider sentiment beyond confirming the existence and vesting of an award. No material change to insider holdings or control is evident from this single-line disclosure.

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

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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^*

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)
08/25/2025

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	08/25/2025		S		970(1)	D	$125.3071	88,394	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	08/26/2025
	** 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 Joan S. Hooper (ITRI) report on Form 4?

She reported the sale of 970 shares of Itron common stock on 08/25/2025 to cover tax withholding from vested restricted stock units.

How many ITRI shares does Joan Hooper own after the sale?

88,394 shares of Itron common stock are reported as beneficially owned following the transaction.

At what price were the ITRI shares sold?

$125.3071 per share is disclosed as the sale price for the 970 shares sold on 08/25/2025.

Was this sale part of a trading plan or due to tax withholding?

The filing states the shares were sold to cover tax withholding obligations associated with vesting of a restricted stock unit award.

Does the Form 4 show any derivative transactions by Joan Hooper?

No. The filing includes only a non-derivative sale of common stock and no derivative positions are reported.