Itron CEO sells 887 shares to cover RSU taxes

Rhea-AI Filing Summary

ITRON, INC. (ITRI) reported an insider transaction by President & CEO Thomas Deitrich. On 2026-08-24, he executed an open-market sale of 887 shares of common stock at $98.79 per share. The shares were automatically sold to cover tax withholding on vesting of a restricted stock unit award. After this transaction, he held 367,009 shares directly and 25,000 shares indirectly through a trust.

Insider Trade Summary

Net Seller: 887 shares

Net Sell 2 txns

Insider Deitrich Thomas

Role President & CEO

Sold 887 shs ($88K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	887	$98.79	$88K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 367,009 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: 887 shares Sale price per share: $98.79 per share Direct holdings after transaction: 367,009 shares +1 more

4 metrics

Shares sold 887 shares Sale of ITRON, INC. common stock on 2026-08-24

Sale price per share $98.79 per share Open-market or private sale on 2026-08-24

Direct holdings after transaction 367,009 shares Common stock directly owned by Thomas Deitrich after sale

Indirect holdings by trust 25,000 shares Common stock held indirectly by trust after reported transactions

Key Terms

restricted stock unit award, tax withholding obligations, indirect

3 terms

restricted stock unit award financial

"associated with the 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"

indirect financial

"total_shares_following_transaction 25000.0000, direct_or_indirect I"

FAQ

What insider transaction did ITRI report for Thomas Deitrich?

ITRON, INC. reported that President & CEO Thomas Deitrich sold 887 shares of common stock on 2026-08-24 at $98.79 per share, in a transaction classified as a sale in the open market or a private transaction.

Why were Thomas Deitrich’s ITRI shares sold in this Form 4?

The 887 shares of ITRON, INC. common stock were automatically sold to cover tax withholding obligations arising from the vesting of a restricted stock unit award, according to the transaction footnote.

How many ITRI shares does Thomas Deitrich hold after this transaction?

Following the reported transaction, Thomas Deitrich held 367,009 ITRON, INC. common shares directly and an additional 25,000 shares indirectly through a trust.

Was the ITRI insider transaction under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the footnote does not state that the sale was made pursuant to a Rule 10b5-1 trading plan.

What is the net effect of the reported ITRI insider trades on share count?

The transaction summary shows a net-sell direction of 887 shares, reflecting the single sale transaction reported for ITRON, INC. common stock by Thomas Deitrich on 2026-08-24.

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

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Available on EDGAR 08/25/2026 - 04:25 PM Accepted by SEC EDGAR 08/25/2026 - 04:24 PM 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)
08/24/2026

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	08/24/2026		S		887(1)	D	$98.79	367,009	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	08/25/2026
	** 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)