Itron (ITRI) SVP auto-sells shares to cover RSU taxes

Rhea-AI Filing Summary

ITRON, INC. (ITRI) reported that executive John F. Marcolini, SVP, Networked Solutions, had 331 shares of common stock sold on 2026-08-24 at $98.79 per share. According to the disclosure, these shares were automatically sold to cover tax withholding obligations from a restricted stock unit vesting, leaving him with 12,683 directly owned shares.

Insider Trade Summary

Net Seller: 331 shares

Net Sell 1 txn

Insider Marcolini John F.

Role SVP, Networked Solutions

Sold 331 shs ($33K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	331	$98.79	$33K

Holdings After Transaction: Common Stock — 12,683 shares (Direct)

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: 331 shares of Common Stock Sale price per share: $98.79 per share Shares owned after transaction: 12,683 shares

3 metrics

Shares sold 331 shares of Common Stock Automatically sold on 2026-08-24 to cover tax withholding obligations

Sale price per share $98.79 per share Reported price for the 331 shares of Common Stock sold on 2026-08-24

Shares owned after transaction 12,683 shares Direct ownership position of John F. Marcolini after the reported sale

Key Terms

restricted stock unit, tax withholding obligations, Sale in open market or private transaction

3 terms

restricted stock unit financial

"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"

Sale in open market or private transaction financial

"transaction_code_description: Sale in open market or private transaction"

FAQ

What insider transaction did ITRI report for John F. Marcolini on this Form 4?

The report shows a sale of 331 shares of Itron, Inc. common stock by John F. Marcolini on 2026-08-24 at $98.79 per share, tied to tax withholding for a restricted stock unit vesting.

Was the ITRI insider stock sale by John F. Marcolini a discretionary trade?

The filing states the 331 shares were automatically sold to cover tax withholding obligations associated with vesting of a restricted stock unit award, indicating it was a tax-related sale rather than an ordinary discretionary trade.

How many ITRI shares does John F. Marcolini hold after this reported transaction?

After the tax-related sale, John F. Marcolini is reported to directly own 12,683 shares of Itron, Inc. common stock.

What price was received per share in John F. Marcolini’s ITRI stock sale?

The reported sale price was $98.79 per share for the 331 shares of Itron, Inc. common stock sold on 2026-08-24.

Does the Form 4 indicate that John F. Marcolini’s ITRI transaction involved derivatives or options?

No. The reported transaction is in Common Stock as a non-derivative security, with no derivative transactions listed in this Form 4.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 04:30 PM Accepted by SEC EDGAR 08/25/2026 - 04:29 PM 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^*

Marcolini John F.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Networked Solutions

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

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	08/24/2026		S		331(1)	D	$98.79	12,683	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	08/25/2026
	** 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)