Itron insider Form 4: tax-related sale of 343 ITRI shares

Rhea-AI Filing Summary

Itron, Inc. (ITRI) filed a Form 4 reporting a small insider sale by an executive officer. The company’s Senior Vice President, General Counsel and Corporate Secretary reported selling 343 shares of Itron common stock on 11/24/2025 at a price of $96.5061 per share.

According to the filing, these shares were automatically sold to cover tax withholding obligations related to the vesting of a restricted stock unit award, meaning the sale was tied to compensation rather than an open-market discretionary transaction. After this sale, the reporting person directly holds 18,774 shares of Itron common stock.

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^*

Ware Christopher E.

(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, GC & Corp. Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025

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	11/24/2025		S		343(1)	D	$96.5061	18,774	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	11/25/2025
	** 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 insider transaction did Itron (ITRI) report on this Form 4?

The Form 4 reports that a senior officer of Itron, Inc. (ITRI) sold 343 shares of common stock on 11/24/2025 at a price of $96.5061 per share.

Who is the Itron (ITRI) insider involved in this Form 4 filing and what is their role?

The reporting person is an Itron executive serving as Senior Vice President, General Counsel and Corporate Secretary, identified as an officer of the company in the filing.

Why were the 343 Itron (ITRI) shares sold according to the Form 4?

The filing explains that the 343 shares were automatically sold to cover tax withholding obligations arising from the vesting of a restricted stock unit (RSU) award.

How many Itron (ITRI) shares does the insider own after this transaction?

Following the reported sale, the insider directly holds 18,774 shares of Itron common stock, as disclosed in the Form 4.

Is this Itron (ITRI) Form 4 filed for one reporting person or a group?

The Form 4 indicates it is filed by one reporting person, not by a joint or group filer.

Does the Itron (ITRI) Form 4 involve any derivative securities like options or warrants?

The Form 4 includes a table for derivative securities, but in this filing there are no derivative securities reported as acquired or disposed of.