Itron CEO/Director Reports RSU Withholding Sale; Holds 262,738 Shares

Rhea-AI Filing Summary

Itron director and President & CEO Thomas Deitrich reported a sale and ongoing ownership in Itron, Inc. The filing shows a sale of 1,786 shares on 08/25/2025 to cover tax withholding for vested restricted stock units at an average price of $125.3071 per share. After the sale, Mr. Deitrich directly beneficially owns 262,738 shares and indirectly holds 25,000 shares through a trust. The Form 4 was signed by an attorney-in-fact on 08/26/2025. The filing documents an insider liquidity event tied to RSU vesting rather than an open-market disposition initiated for other purposes.

Positive

• Retention of majority ownership: After the withholding sale, the reporting person still directly owns 262,738 shares and indirectly holds 25,000 shares by trust.
• Transaction driven by RSU vesting: The sale was executed to satisfy tax withholding obligations, indicating compensation alignment rather than a discretionary divestiture.

Negative

• Minor dilution of direct holdings: 1,786 shares were disposed at $125.3071, reducing direct ownership.
• No disclosure of additional hedging or derivative positions: The filing does not show further derivative holdings that could affect economic exposure.

Insights

Corporate Governance Expert

TL;DR: A routine RSU withholding sale by the CEO/director reduced his direct shares slightly; ownership remains substantial and aligned.

The transaction is a standard practice to satisfy tax withholding when restricted stock units vest. The sale of 1,786 shares at $125.3071 represents a small portion of the reported direct holding of 262,738 shares. Continued indirect ownership of 25,000 shares through a trust indicates retained long-term alignment with shareholders. No additional derivative transactions or compensatory grants are disclosed in this filing.

Securities Analyst

TL;DR: Insider sold shares only to cover taxes on RSU vesting; transaction is informationally neutral for valuation.

The Form 4 records a Section 16 reporting event tied to vesting mechanics rather than a discretionary sale for cash needs. The size of the sale relative to total direct holdings is small (under 1% of direct shares reported) based on the numbers in the filing. No evidence in this filing of pattern sales, option exercises, or additional changes to derivative positions.

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^*

Deitrich Thomas

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		S		1,786(1)	D	$125.3071	262,738	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	08/26/2025
	** 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.
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FAQ

What did ITRI insider Thomas Deitrich report on Form 4?

The filing reports a sale of 1,786 shares on 08/25/2025 at an average price of $125.3071 to cover tax withholding from vested RSUs; he holds 262,738 direct shares and 25,000 indirectly.

Why were the shares sold according to the Form 4?

The filing states the shares were automatically sold to satisfy tax withholding obligations associated with the vesting of a restricted stock unit award.

How much ownership does the reporting person have after the transaction?

Following the reported transaction the reporting person beneficially owns 262,738 shares directly and 25,000 shares indirectly via a trust.

When was the Form 4 signed and by whom?

The signature on the form is by Christopher E. Ware, attorney-in-fact dated 08/26/2025.

Does the Form 4 show any option exercises or derivative transactions?

No; Table II for derivative securities contains no reported transactions in this filing.