Itron (ITRI) VP sells 188 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Itron, Inc. executive David Marshall Wright, VP, Corporate Controller and Chief Accounting Officer, had 188 shares of common stock automatically sold on February 24, 2026 to cover tax withholding from a restricted stock unit vesting at an average price of $94.8147 per share. Following this tax-related sale, he beneficially owns 8,936 shares of Itron common stock.

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

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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^*

Wright David Marshall

(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)
	VP, Corp. Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		S		188(1)	D	$94.8147	8,936	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	02/26/2026
	** 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).
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FAQ

What insider transaction did Itron (ITRI) report for David Marshall Wright?

Itron reported that executive David Marshall Wright had 188 shares of common stock automatically sold. The sale occurred on February 24, 2026, and was tied to tax withholding obligations from the vesting of a restricted stock unit award, according to the filing footnote.

Was the Itron (ITRI) insider sale by David Marshall Wright discretionary or tax-related?

The sale was tax-related rather than discretionary. The footnote explains the 188 shares were automatically sold to cover tax withholding obligations connected to the vesting of a restricted stock unit award, indicating an administrative transaction rather than an open-market investment decision.

How many Itron (ITRI) shares did David Marshall Wright sell and at what price?

David Marshall Wright had 188 shares of Itron common stock sold at an average price of $94.8147 per share. This transaction is classified as a sale of non-derivative common stock and is associated with tax withholding on a restricted stock unit vesting event.

How many Itron (ITRI) shares does David Marshall Wright hold after this transaction?

After the tax-related sale of 188 shares, David Marshall Wright beneficially owns 8,936 shares of Itron common stock. This post-transaction holding reflects his remaining direct ownership following the automatic disposition to satisfy tax withholding requirements on the vesting award.

What role does David Marshall Wright hold at Itron (ITRI) in this insider filing?

David Marshall Wright is identified as an officer of Itron, serving as Vice President, Corporate Controller and Chief Accounting Officer. His position classifies him as a reporting person required to disclose changes in his beneficial ownership of Itron common stock under insider reporting rules.