Itron SVP Marcolini sells 275 shares in tax trade

Rhea-AI Filing Summary

ITRON, INC. (ITRI) reported an insider transaction by John F. Marcolini, SVP, Networked Solutions. On 2026-08-20, 275 shares of Common Stock were sold at an average price of $97.8259 per share. According to the disclosure, these shares were automatically sold to cover tax withholding obligations arising from the vesting of a restricted stock unit award. After this sale, Marcolini directly held 13,014 shares of Itron common stock.

Insider Trade Summary

Net Seller: 275 shares

Net Sell 1 txn

Insider Marcolini John F.

Role SVP, Networked Solutions

Sold 275 shs ($27K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	275	$97.8259	$27K

Holdings After Transaction: Common Stock — 13,014 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.

Key Figures

Shares sold: 275 shares Sale price per share: $97.8259 per share Shares owned after transaction: 13,014 shares

3 metrics

Shares sold 275 shares Common Stock sold on 2026-08-20

Sale price per share $97.8259 per share Average price for 275 shares sold on 2026-08-20

Shares owned after transaction 13,014 shares Directly held Common Stock following the 2026-08-20 sale

Key Terms

restricted stock unit, tax withholding obligations, Common Stock

3 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

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

Common Stock financial

"security_title: Common Stock, transaction_shares: 275.0000"

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.

FAQ

What insider transaction did ITRI report for John F. Marcolini?

ITRON, INC. reported that John F. Marcolini sold 275 shares of Common Stock on 2026-08-20 at an average price of $97.8259 per share, in a transaction designated as a sale in open market or private transaction.

Why were John F. Marcolini’s ITRI shares sold in this Form 4 filing?

The filing states the 275 shares were automatically sold to cover tax withholding obligations associated with the vesting of a restricted stock unit award, indicating the sale was for tax coverage rather than a discretionary share sale.

How many ITRI shares does John F. Marcolini hold after this transaction?

After the reported sale, John F. Marcolini directly holds 13,014 shares of ITRON, INC. Common Stock. This post-transaction holding figure is disclosed as the total shares beneficially owned following the transaction.

What was the average sale price of the ITRI shares in this insider transaction?

The 275 ITRI shares sold by John F. Marcolini on 2026-08-20 were transacted at an average price of $97.8259 per share, as disclosed in the Form 4 data.

Was the reported ITRI insider transaction under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not checked (aff_10b5_one is false), indicating the reported sale of 275 shares was not affirmatively designated as being made under a Rule 10b5-1 trading plan.

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Available on EDGAR 08/24/2026 - 10:49 AM Accepted by SEC EDGAR 08/24/2026 - 10:48 AM 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^*

Marcolini John F.

(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, Networked Solutions

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

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	08/20/2026		S		275(1)	D	$97.8259	13,014	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	08/24/2026
	** 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)