Itron (ITRI) SVP auto-sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

ITRON, INC. senior vice president Patrick Justin K reported an automatic sale of common stock tied to equity compensation. On the transaction date, 385 shares were sold in an open-market transaction at an average price of about $94.81 per share to cover tax withholding obligations from a restricted stock unit vesting. After this tax-related sale, he continued to hold 33,131 shares of Itron common stock directly.

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)
02/24/2026

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		385(1)	D	$94.8147	33,131	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	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 insider transaction did Itron (ITRI) report for Patrick Justin K?

Itron reported that SVP Patrick Justin K sold 385 shares of common stock in an open-market transaction. The sale was automatically executed to satisfy tax withholding obligations arising from the vesting of a restricted stock unit award, according to the accompanying footnote disclosure.

Was the Itron (ITRI) insider sale by Patrick Justin K discretionary?

The sale was described as shares automatically sold to cover tax withholding obligations from a restricted stock unit vesting. This language indicates the transaction was driven by tax requirements on equity compensation, rather than a discretionary decision to sell for portfolio or valuation reasons.

How many Itron (ITRI) shares did Patrick Justin K sell and at what price?

Patrick Justin K sold 385 shares of Itron common stock. The transaction was reported at an average price of approximately $94.81 per share, reflecting an open-market or private transaction as described by the standard Form 4 transaction code explanation.

How many Itron (ITRI) shares does Patrick Justin K hold after this transaction?

Following the reported tax-related sale, Patrick Justin K directly holds 33,131 shares of Itron common stock. This post-transaction holding figure is disclosed in the Form 4 and reflects his remaining direct ownership after the 385-share disposition.

What does the Form 4 footnote say about the Itron (ITRI) insider sale?

The footnote explains that the reported shares represent stock automatically sold to cover tax withholding obligations. These obligations were associated with the vesting of a restricted stock unit award, clarifying that the transaction is linked to compensation-related tax requirements rather than independent trading activity.