Itron (ITRI) director receives 580-share equity grant as board pay

Rhea-AI Filing Summary

JAEHNERT FRANK M reported acquisition or exercise transactions in this Form 4 filing.

Itron, Inc. director Frank M. Jaehnert received a grant of 580 shares of common stock as part of his board compensation. The award was made at a stated price of $0.00 per share, reflecting a non-cash stock grant rather than an open-market purchase. Following this grant, he directly holds 22,497 shares of Itron common stock. According to the disclosure, Mr. Jaehnert deferred receipt of these shares under Itron's Executive Deferred Compensation Plan, making this a routine, compensation-related equity award for an independent board member.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider JAEHNERT FRANK M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	580	$0.00	--

Holdings After Transaction: Common Stock — 22,497 shares (Direct)

Footnotes (1)

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Key Figures

Stock grant: 580 shares Grant price: $0.00 per share Shares held after grant: 22,497 shares +1 more

4 metrics

Stock grant 580 shares Common stock award on April 1, 2026

Grant price $0.00 per share Compensation-related equity grant, non-cash

Shares held after grant 22,497 shares Total direct holdings following the transaction

Acquire transactions 1 transaction Non-derivative grant/award acquisition reported

Key Terms

grant of common stock, independent members of Itron's board of directors, annual compensation for board service, Executive Deferred Compensation Plan

4 terms

grant of common stock financial

"Reflects the grant of common stock independent members of Itron's board of directors receive quarterly"

independent members of Itron's board of directors financial

"independent members of Itron's board of directors receive quarterly as part of their annual compensation"

annual compensation for board service financial

"receive quarterly as part of their annual compensation for board service"

Executive Deferred Compensation Plan financial

"Mr. Jaehnert deferred receipt of these shares pursuant to Itron's Executive Deferred Compensation Plan"

Form 4 Insider Transactions: What Each Field Means →

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^*

JAEHNERT FRANK M

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		A		580(1)	A	$0	22,497	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. Reflects the grant of common stock independent members of Itron's board of directors receive quarterly as part of their annual compensation for board service. Mr. Jaehnert deferred receipt of these shares pursuant to Itron's Executive Deferred Compensation Plan.

	/s/ Christopher E. Ware, attorney-in-fact	04/02/2026
	** 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)

FAQ

What insider transaction did Itron (ITRI) report for Frank M. Jaehnert?

Itron reported that director Frank M. Jaehnert received a grant of 580 shares of common stock. The award is part of his regular board compensation and was recorded at a price of $0.00 per share as a non-cash equity grant.

Is Frank M. Jaehnert’s Itron (ITRI) stock transaction a purchase or compensation grant?

The transaction is a compensation-related grant, not an open-market purchase. Jaehnert received 580 shares of Itron common stock as part of the quarterly equity component of his annual board compensation for serving as an independent director.

How many Itron (ITRI) shares does Frank M. Jaehnert hold after this Form 4 filing?

After the reported grant, Frank M. Jaehnert directly holds 22,497 shares of Itron common stock. This total includes the newly granted 580-share award and reflects his direct ownership position following the April 1, 2026 compensation transaction.

What is the significance of the $0.00 price in Frank M. Jaehnert’s Itron (ITRI) stock grant?

The $0.00 price indicates the shares were granted as compensation rather than bought in the market. It shows Jaehnert did not pay cash for the 580 shares; instead, they represent part of the stock-based portion of his director compensation package.

Did Frank M. Jaehnert defer his Itron (ITRI) stock grant under a company plan?

Yes. The filing notes that Jaehnert deferred receipt of the 580-share grant under Itron’s Executive Deferred Compensation Plan. This means the shares are credited to his deferred account in line with the plan’s terms instead of being immediately delivered.