Was John Marcolini’s Itron (ITRI) share sale an open-market trade?

The Form 4 lists the transaction as a sale, but the footnote explains the shares were automatically sold to satisfy tax withholding obligations from an RSU vesting, indicating it was a tax-related disposition rather than a discretionary open-market trade.

Itron (ITRI) SVP Marcolini disposes 322 shares to cover RSU tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ITRON, INC. senior vice president John F. Marcolini reported a small sale of 322 shares of Common Stock at $84.3667 per share. According to the footnote, these shares were automatically sold to cover tax withholding obligations tied to a restricted stock unit vesting, rather than a discretionary trade. After this transaction, he directly holds 24,689 shares of Itron common stock.

Insider Trade Summary

Net Seller: 322 shares

Net Sell 1 txn

Insider Marcolini John F.

Role SVP, Networked Solutions

Sold 322 shs ($27K)

Type	Security	Shares	Price	Value
Sale	Common Stock	322	$84.3667	$27K

Holdings After Transaction: Common Stock — 24,689 shares (Direct)

Footnotes (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: 322 shares Sale price: $84.3667 per share Shares owned after transaction: 24,689 shares +1 more

4 metrics

Shares sold 322 shares Common Stock disposed to cover tax withholding

Sale price $84.3667 per share Price for 322 Common Stock shares

Shares owned after transaction 24,689 shares Direct holdings after tax-related sale

Transaction date 2026-05-26 Date of Common Stock sale

Key Terms

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

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

"shares automatically sold to cover tax withholding obligations associated"

Common Stock financial

"Represents shares automatically sold to cover tax withholding"

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.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/27/2026 - 05:39 PM

FAQ

What insider transaction did Itron (ITRI) executive John Marcolini report?

John F. Marcolini reported the sale of 322 shares of Itron Common Stock. The shares were sold at $84.3667 each and were automatically disposed of to cover tax withholding obligations from a restricted stock unit award vesting.

How many Itron (ITRI) shares does John Marcolini hold after this Form 4?

Following the reported transaction, John F. Marcolini directly holds 24,689 shares of Itron Common Stock. This post-transaction balance is disclosed in the Form 4 and provides context for the relatively small size of the 322-share tax-related sale.

What price was received for the Itron (ITRI) shares sold by John Marcolini?

The 322 Itron Common Stock shares were sold at an average price of $84.3667 per share. This price is disclosed in the Form 4 and applies specifically to the shares sold to cover tax withholding obligations from the RSU vesting.

What role does John Marcolini hold at Itron (ITRI) in this Form 4?

John F. Marcolini is identified as an officer of Itron, serving as Senior Vice President, Networked Solutions. His position is disclosed in the Form 4, which reports his beneficial ownership and the tax-related share sale transaction.

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)
05/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2026		S		322⁽¹⁾	D	$84.3667	24,689	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	05/27/2026
	** 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)

Source: View Original Filing on SEC EDGAR