Itron (ITRI) SVP Christopher Ware disposes shares to cover tax withholding

Rhea-AI Filing Summary

ITRON, INC. senior vice president and general counsel Christopher E. Ware reported an automatic disposition of common stock tied to equity compensation. On this Form 4, 348 shares of common stock were sold in an open-market transaction at a price of $94.8147 per share to cover tax withholding obligations arising from the vesting of a restricted stock unit award. After this tax-related sale, Ware directly holds 30,695 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)
02/24/2026

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	02/24/2026		S		348(1)	D	$94.8147	30,695	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	02/26/2026
	** 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).
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FAQ

What did Itron (ITRI) executive Christopher Ware report on this Form 4?

Christopher E. Ware reported an automatic disposition of Itron common stock. A total of 348 shares were sold to cover tax withholding obligations related to a vesting restricted stock unit award, and he continued to hold 30,695 common shares directly after the transaction.

How many Itron (ITRI) shares did Christopher Ware dispose of and at what price?

Christopher Ware disposed of 348 shares of Itron common stock. The shares were sold in an open-market transaction at a price of $94.8147 per share to satisfy tax withholding obligations tied to the vesting of a restricted stock unit award.

Why were Christopher Ware’s Itron (ITRI) shares sold in this Form 4 filing?

The shares were sold automatically to cover tax withholding obligations. The disposition was associated with the vesting of a restricted stock unit award, meaning the transaction was tied to equity compensation rather than a discretionary open-market sale for investment purposes.

How many Itron (ITRI) shares does Christopher Ware hold after this transaction?

Following the reported transaction, Christopher Ware directly holds 30,695 shares of Itron common stock. This post-transaction figure reflects his remaining direct ownership after 348 shares were sold to satisfy tax withholding obligations on a vesting restricted stock unit award.

What role does Christopher Ware hold at Itron (ITRI) in this Form 4?

Christopher E. Ware serves as senior vice president, general counsel, and corporate secretary of Itron. As an officer of the company, his equity-related transactions, including this tax-withholding share sale, are reported publicly on Form 4 under SEC insider reporting rules.