Itron CEO sells 783 shares in tax-withholding trade

Rhea-AI Filing Summary

ITRON, INC. (ITRI) reported an insider transaction by President & CEO Thomas Deitrich. On 2026-08-20, he sold 783 shares of common stock at $97.8259 per share, with the filing stating these shares were automatically sold to cover tax withholding obligations from a restricted stock unit vesting. Following the sale, he directly held 367,896 common shares and indirectly held 25,000 shares through a trust.

Insider Trade Summary

Net Seller: 783 shares

Net Sell 2 txns

Insider Deitrich Thomas

Role President & CEO

Sold 783 shs ($77K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	783	$97.8259	$77K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 367,896 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: 783 shares of Common Stock Sale price per share: $97.8259 per share Direct holdings after transaction: 367,896 shares of Common Stock +2 more

5 metrics

Shares sold 783 shares of Common Stock Sale on 2026-08-20 to cover tax withholding

Sale price per share $97.8259 per share Common Stock sale on 2026-08-20

Direct holdings after transaction 367,896 shares of Common Stock Direct ownership following 2026-08-20 sale

Indirect holdings by trust 25,000 shares of Common Stock Indirect ownership listed as "By Trust" on 2026-08-20

Net shares sold 783 shares Net-sell direction in transaction summary

Key Terms

restricted stock unit, tax withholding obligations, indirect, By Trust

4 terms

restricted stock unit financial

"associated with the vesting of a restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax withholding obligations financial

"sold to cover tax withholding obligations associated with the vesting"

indirect financial

"Indirect ownership listed as "By Trust" on 2026-08-20"

By Trust financial

"nature_of_ownership: "By Trust" for 25,000 shares"

FAQ

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

What did ITRI President & CEO Thomas Deitrich report in this Form 4?

He reported a sale of 783 shares of ITRON, INC. common stock on 2026-08-20 at $97.8259 per share, described as an automatic sale to cover tax withholding obligations tied to a restricted stock unit vesting.

Was the ITRI Form 4 sale by Thomas Deitrich part of a 10b5-1 plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not selected, and the only footnote states the shares were automatically sold to cover tax withholding obligations from an RSU vesting.

How many ITRI shares did Thomas Deitrich hold after this reported sale?

After the reported sale, Thomas Deitrich held 367,896 ITRON, INC. common shares directly and 25,000 shares indirectly, noted as held “By Trust.”

What is the nature of the 783-share sale reported for ITRI’s CEO?

The filing states the 783 shares were automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award, rather than as a discretionary open-market sale for portfolio reasons.

How large is the reported ITRI stock sale relative to Thomas Deitrich’s holdings?

He sold 783 shares while directly holding 367,896 shares afterward, plus 25,000 shares indirectly via a trust, indicating the sale represents a small portion of his reported total holdings.

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

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Available on EDGAR 08/24/2026 - 10:45 AM EDT Accepted by SEC EDGAR 08/24/2026 - 10:45 AM 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)
08/20/2026

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	08/20/2026		S		783(1)	D	$97.8259	367,896	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	08/24/2026
	** 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)