Itron (NASDAQ: ITRI) SVP Ware sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Itron, Inc. senior vice president and general counsel Christopher E. Ware reported an automatic sale of common stock tied to restricted stock unit vesting. On May 20, 2026, 189 shares of common stock were sold at $79.5976 per share to cover tax withholding obligations from an RSU award vesting. After this tax-related sale, Ware directly holds 30,506 shares of Itron common stock, indicating the transaction affects only a small portion of his overall position.

Insider Trade Summary

Net Seller: 189 shares ($15,044)

Net Sell 1 txn

Insider Ware Christopher E.

Role SVP, GC & Corp. Secretary

Sold 189 shs ($15K)

Type	Security	Shares	Price	Value
Sale	Common Stock	189	$79.5976	$15K

Holdings After Transaction: Common Stock — 30,506 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 189 shares Sale price per share: $79.5976 per share Shares held after transaction: 30,506 shares +2 more

5 metrics

Shares sold 189 shares Common stock sold on May 20, 2026

Sale price per share $79.5976 per share Price for the 189-share sale

Shares held after transaction 30,506 shares Direct ownership after May 20, 2026 sale

Transaction code S Sale in open market or private transaction

Transaction direction sell Classified as an open-market sale

Key Terms

restricted stock unit, tax withholding obligations, open-market sale, Common Stock

4 terms

restricted stock unit financial

"associated with the vesting of a restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax withholding obligations financial

"automatically sold to cover tax withholding obligations associated with the vesting"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

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^*

Ware Christopher E.

(Last) (First) (Middle)

2111 N. MOLTER ROAD

(Street)

LIBERTY LAKE WASHINGTON 99019

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		S		189(1)	D	$79.5976	30,506	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	05/21/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Itron (ITRI) report for Christopher E. Ware?

Christopher E. Ware reported an automatic sale of 189 Itron common shares. The shares were sold to cover tax withholding obligations from a restricted stock unit vesting event, rather than as a discretionary open-market trade.

How many Itron (ITRI) shares did Christopher E. Ware sell and at what price?

Christopher E. Ware sold 189 Itron common shares at $79.5976 per share. This small sale was executed to satisfy tax withholding obligations associated with the vesting of a restricted stock unit award.

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

The shares were sold automatically to cover tax withholding obligations tied to restricted stock unit vesting. This type of transaction is a common, administrative step when equity awards vest and does not represent a discretionary open-market selling decision.

How many Itron (ITRI) shares does Christopher E. Ware hold after the reported sale?

Following the sale of 189 shares, Christopher E. Ware directly holds 30,506 Itron common shares. This shows the tax-related sale affected only a very small fraction of his overall reported share ownership position.

Does the Itron (ITRI) Form 4 indicate any option exercises or derivative trades?

The Form 4 shows only a single non-derivative transaction in Itron common stock. There are no reported option exercises or other derivative securities transactions in this filing’s derivative summary section.