Itron SVP sells shares to cover tax withholding

Itron, Inc. senior vice president Patrick Justin K reported an open-market sale of 828 shares of common stock at an average price of $100.1664 per share.

Rhea-AI Filing Summary

Itron, Inc. senior vice president Patrick Justin K reported an open-market sale of 828 shares of common stock at an average price of $100.1664 per share. According to the filing, these shares were automatically sold to cover tax withholding from a restricted stock unit vesting, and he now directly holds 33,516 shares of Itron common stock.

Insider Trade Summary

Net Seller: 828 shares

Net Sell 1 txn

Insider Patrick Justin K

Role SVP, Device Solutions

Sold 828 shs ($83K)

Type	Security	Shares	Price	Value
Sale	Common Stock	828	$100.1664	$83K

Holdings After Transaction: Common Stock — 33,516 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.

FAQ

What insider transaction did ITRI executive Patrick Justin K report?

Patrick Justin K reported an open-market sale of 828 Itron shares. The shares were automatically sold to satisfy tax withholding tied to a restricted stock unit vesting, not a discretionary portfolio trade.

At what price were the ITRI shares sold by Patrick Justin K?

The 828 Itron shares were sold at an average price of $100.1664 per share. This price reflects the transaction executed to cover tax withholding obligations on a vesting restricted stock unit award.

How many ITRI shares does Patrick Justin K own after this Form 4?

After the reported sale, Patrick Justin K directly holds 33,516 Itron common shares. This remaining stake reflects his ongoing equity ownership following the automatic sale for tax withholding purposes.

Why were ITRI shares sold in this insider transaction?

The filing states the 828 Itron shares were automatically sold to cover tax withholding obligations. These arose from the vesting of a restricted stock unit award, making the sale primarily tax-related rather than a discretionary stock sale.

What is the role of Patrick Justin K at Itron (ITRI)?

Patrick Justin K serves as senior vice president, Device Solutions, at Itron. His Form 4 filing reflects equity activity related to his executive compensation, including restricted stock unit awards and associated tax withholding sales.

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Accepted by SEC EDGAR 02/23/2026 - 05:55 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^*

Patrick Justin K

(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, Device Solutions

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		S		828(1)	D	$100.1664	33,516	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	02/23/2026
	** 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.
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