Itron (ITRI) SVP Reeves sells 1,071 shares for tax withholding

Rhea-AI Filing Summary

ITRON, INC. senior vice president Donald L. Reeves III reported an automatic sale of common stock tied to tax withholding. On the transaction date, he sold 1,071 shares of common stock in an open-market transaction at an average price of $100.1664 per share. According to the filing, the shares were sold to cover tax withholding obligations from the vesting of a restricted stock unit award, rather than as a discretionary sale. After this transaction, Reeves beneficially owned 32,069 shares of Itron common stock directly.

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^*

Reeves Donald L. III

(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, Outcomes

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		S		1,071(1)	D	$100.1664	32,069	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	02/23/2026
	** 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.

FAQ

What insider transaction did Itron (ITRI) report for Donald L. Reeves III?

Itron reported that Donald L. Reeves III sold 1,071 shares of common stock. The transaction was linked to tax withholding for a restricted stock unit vesting, rather than a discretionary open-market sale.

At what price did Donald L. Reeves III sell Itron (ITRI) shares?

The reported sale was executed at an average price of $100.1664 per Itron share. This reflects the price at which 1,071 shares of common stock were sold to satisfy tax withholding obligations.

How many Itron (ITRI) shares does Donald L. Reeves III own after this Form 4 transaction?

After the reported sale, Donald L. Reeves III beneficially owned 32,069 Itron common shares. The filing lists these shares as held directly following the 1,071-share sale for tax withholding purposes.

Was the Itron (ITRI) insider sale by Donald L. Reeves III discretionary?

The filing states the shares were automatically sold to cover tax withholding obligations. This indicates the 1,071-share sale was connected to restricted stock unit vesting rather than a purely discretionary open-market sale decision.

What role does Donald L. Reeves III hold at Itron (ITRI)?

Donald L. Reeves III is identified as an officer of Itron with the title “SVP, Outcomes.” His Form 4 filing reflects transactions in Itron common stock related to his equity compensation.