Itron (ITRI) SVP Patrick Justin K sells 206 shares to cover taxes

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, 206 shares were sold at an average price of $79.5976 per share to cover tax withholding obligations from the vesting of a restricted stock unit award. After this tax-related sale, he directly holds 32,925 shares of Itron common stock, indicating the transaction is small relative to his remaining stake and primarily mechanical rather than a discretionary portfolio change.

Insider Trade Summary

Net Seller: 206 shares ($16,397)

Net Sell 1 txn

Insider Patrick Justin K

Role SVP, Device Solutions

Sold 206 shs ($16K)

Type	Security	Shares	Price	Value
Sale	Common Stock	206	$79.5976	$16K

Holdings After Transaction: Common Stock — 32,925 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 206 shares Sale price: $79.5976 per share Shares held after: 32,925 shares +1 more

4 metrics

Shares sold 206 shares Common stock sold on 2026-05-20

Sale price $79.5976 per share Average sale price for common stock

Shares held after 32,925 shares Direct ownership after transaction

Net shares sold 206 shares Net selling activity in this filing

Key Terms

restricted stock unit, tax withholding obligations, open-market sale, Form 4

4 terms

restricted stock unit financial

"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"

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

Patrick Justin K

(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, Device Solutions

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		206(1)	D	$79.5976	32,925	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	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 Patrick Justin K?

Itron reported that SVP Patrick Justin K sold 206 common shares. The shares were automatically sold to satisfy tax withholding obligations from a restricted stock unit vesting, rather than a discretionary open-market portfolio decision.

At what price were the Itron (ITRI) shares sold in this Form 4 filing?

The 206 Itron common shares were sold at an average price of about $79.5976 per share. This price reflects the transaction used to cover tax withholding tied to the vesting of a restricted stock unit award.

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

Following the tax-related share sale, Patrick Justin K directly holds 32,925 Itron common shares. This remaining ownership shows the sale was small relative to his overall stake and primarily linked to equity compensation tax obligations.

Was the Itron (ITRI) insider sale a discretionary trade or for tax withholding?

The sale was for tax withholding. The filing explains that the 206 shares were automatically sold to cover tax obligations arising from the vesting of a restricted stock unit award, rather than a discretionary decision to reduce holdings.

What role does Patrick Justin K hold at Itron (ITRI) in this Form 4?

Patrick Justin K is identified as an officer of Itron, serving as Senior Vice President, Device Solutions. The reported transaction reflects activity in his equity compensation rather than a change in his corporate position or responsibilities.