Itron (ITRI) SVP disposes 4,930 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Itron, Inc. senior vice president of Device Solutions Patrick Justin K reported an automatic sale of common stock related to equity compensation. On the reported date, 4,930 shares were sold at an average price of $99.5385 per share to cover tax withholding obligations tied to the vesting of a performance-based restricted stock unit award. After this tax-related sale, he directly owned 34,344 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^*

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)
02/19/2026

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	02/19/2026		S		4,930(1)	D	$99.5385	34,344	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 performance-based 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.
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FAQ

What insider transaction did Itron (ITRI) report for Patrick Justin K?

Itron reported that SVP, Device Solutions, Patrick Justin K disposed of 4,930 shares of common stock. The shares were sold automatically to cover tax withholding obligations arising from the vesting of a performance-based restricted stock unit award.

Was the Itron (ITRI) insider sale by Patrick Justin K an open-market trade?

The transaction is coded as a sale, but the footnote states the 4,930 shares were automatically sold to cover tax withholding. This means the disposition was tax-related and tied to equity award vesting rather than a discretionary open-market trade.

At what price were the Itron (ITRI) shares sold in Patrick Justin K’s transaction?

The reported transaction shows 4,930 Itron common shares sold at an average price of $99.5385 per share. This price reflects the execution level used to satisfy tax withholding obligations from a performance-based restricted stock unit vesting event.

How many Itron (ITRI) shares does Patrick Justin K hold after the reported sale?

Following the tax-related sale of 4,930 shares, Patrick Justin K directly holds 34,344 shares of Itron common stock. This remaining balance reflects his continuing equity stake after meeting withholding requirements on his performance-based restricted stock unit award.

Why were Itron (ITRI) shares sold in connection with Patrick Justin K’s equity award?

The filing explains that shares were automatically sold to cover tax withholding obligations from the vesting of a performance-based restricted stock unit award. Such sales are common when equity compensation vests and taxes must be satisfied without separate cash payments.