[Form 4] Itron Inc Insider Trading Activity

Rhea-AI Filing Summary

Laurie Ann Pulatie-Hahn, SVP, HR at Itron, Inc. (ITRI) sold 78 shares of Itron common stock on 08/11/2025 at a reported price of $124.6465 per share. The filing states the shares were automatically sold to satisfy tax-withholding obligations arising from the vesting of a restricted stock unit award, indicating this was a withholding sale rather than a discretionary market sale.

After the reported transaction, Ms. Pulatie-Hahn beneficially owns 22,219 shares of Itron common stock in a direct ownership form. The Form 4 shows the transaction code and clarifies the sale was tied to tax withholding for vested RSUs, with no other derivative or additional transactions reported.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale of vested RSUs; reporting confirms direct ownership of 22,219 shares.

The Form 4 discloses a standard, automatic disposition of 78 shares to cover tax withholding on vested restricted stock units. The filing identifies the reporting person as an officer (SVP, HR) and shows the post-transaction direct holding of 22,219 shares. This type of transaction is common for executives receiving equity compensation and, as reported, contains the essential details trustees and compliance officers review: transaction date, number of shares, price, and explicit explanation that the sale was for tax withholding.

Securities Analyst

TL;DR: Small, mechanical sale tied to RSU vesting; no additional trades or derivatives were reported.

The disclosed sale of 78 shares at $124.6465 is presented as an automatic sale to satisfy tax obligations from RSU vesting. The report lists no derivative transactions and shows the reporting person retains 22,219 shares directly. From an investor disclosure perspective, the Form 4 provides clear, routine information needed to track insider equity changes without indicating an active, discretionary sell signal.

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^*

Pulatie-Hahn Laurie Ann

(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, HR

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		S		78(1)	D	$124.6465	22,219	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	08/12/2025
	** 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 did Laurie Ann Pulatie-Hahn (ITRI) do according to the Form 4?

She sold 78 shares of Itron common stock as reported on the Form 4; the sale was to cover tax withholding related to vested RSUs.

When was the transaction and at what price (ITRI)?

The transaction date shown is 08/11/2025 with a reported sale price of $124.6465 per share.

How many ITRI shares does the reporting person own after the sale?

Following the reported transaction, the filing shows the reporting person directly owns 22,219 shares of Itron common stock.

Was the sale a discretionary trade or an automatic tax-withholding sale (ITRI)?

The Form 4 explanation explicitly states it was an automatic sale to cover tax withholding obligations associated with the vesting of a restricted stock unit award.

Were any derivative securities reported for this transaction?

No. Table II for derivative securities in the filing contains no reported transactions or holdings.