[Form 4] Itron Inc Insider Trading Activity

Rhea-AI Filing Summary

John F. Marcolini, identified as SVP, Networked Solutions of Itron, Inc. (ITRI), reported a transaction on 08/25/2025 in which 565 shares of ITRON common stock were sold at $125.3071 per share. The Form 4 explains these shares were automatically sold to cover tax withholding for vested restricted stock units. After the sale, Mr. Marcolini beneficially owned 14,396 shares of Itron common stock, held directly. The filing was executed by an attorney-in-fact, Christopher E. Ware, on 08/26/2025.

Positive

• Compliance with Section 16 reporting demonstrated by timely Form 4 filing executed by attorney-in-fact
• Transaction tied to RSU tax withholding, indicating routine equity-compensation mechanics rather than discretionary selling

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-sale following RSU vesting; non-dispositive and common in executive equity compensation.

This Form 4 documents a standard Section 16 filing where an officer sold 565 shares under transaction code S to satisfy tax withholding tied to RSU vesting. The sale was automated rather than a market-timing sale and the reporting person retains substantial direct ownership (14,396 shares) after the transaction. There is no indication of additional disposition types, hedging, or derivative activity in this filing. As such, governance and compliance processes appear to be functioning for equity compensation reporting and withholding.

Securities Analyst

TL;DR: Small, routine sale; immaterial to overall share count and likely not market-moving.

The reported sale of 565 shares at $125.3071 was explicitly for tax withholding on vested RSUs. With 14,396 shares remaining directly owned post-transaction, this disclosure represents normal executive compensation administration rather than a change in investment stance. There is no derivative activity or additional transactions disclosed on this Form 4 that would alter risk exposure or signal material corporate events.

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^*

Marcolini John F.

(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, Networked Solutions

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		565(1)	D	$125.3071	14,396	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	08/26/2025
	** 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.
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 ITRI insider John F. Marcolini report on Form 4?

He reported the sale of 565 shares of Itron common stock on 08/25/2025 at $125.3071 per share to cover tax withholding from vested RSUs.

How many ITRI shares does John F. Marcolini beneficially own after the transaction?

The Form 4 states he beneficially owned 14,396 shares following the reported transaction.

What was the reason given for the share sale in the Form 4?

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

Who signed the Form 4 filing for John F. Marcolini?

The Form 4 was executed by attorney-in-fact Christopher E. Ware on 08/26/2025.

Was the sale part of a derivative transaction or other disposal?

No derivative securities or additional disposal types are reported; the filing shows a non-derivative sale under transaction code S only.