Itron (ITRI) SVP Pulatie-Hahn logs small tax-withholding share sale

Q: What triggered the tax-related share sale reported by Itron (ITRI)?

The sale was triggered by the vesting of a restricted stock unit award. According to the footnote, 124 shares were automatically sold to cover tax withholding obligations arising at vesting, a common mechanism for handling equity award tax liabilities.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ITRON, INC. senior vice president of HR Laurie Ann Pulatie-Hahn reported a small insider transaction involving common stock. On May 11, 2026, 124 shares were sold at an average price of $81.5911 per share. A footnote explains these shares were automatically sold to cover tax withholding obligations related to the vesting of a restricted stock unit award, indicating this was a mechanical tax transaction rather than a discretionary open-market sale. After this sale, she directly owned 32,650 shares of Itron common stock, so the transaction represents a very small portion of her overall holdings.

Insider Trade Summary

Net Seller: 124 shares ($10,117)

Net Sell 1 txn

Insider Pulatie-Hahn Laurie Ann

Role SVP, HR

Sold 124 shs ($10K)

Type	Security	Shares	Price	Value
Sale	Common Stock	124	$81.5911	$10K

Holdings After Transaction: Common Stock — 32,650 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 124 shares Sale price per share: $81.5911 per share Shares held after transaction: 32,650 shares +1 more

4 metrics

Shares sold 124 shares Common stock sold on May 11, 2026

Sale price per share $81.5911 per share Average price for 124 shares sold

Shares held after transaction 32,650 shares Direct Itron common stock ownership post-sale

Net buy/sell shares -124 shares Net effect of reported Form 4 transactions

Key Terms

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

4 terms

restricted stock unit award financial

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

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

tax withholding obligations financial

"shares automatically sold to cover tax withholding obligations"

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

"changes in her ownership of Itron common stock on 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 →

05/12/2026 - 01:33 PM

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^*

Pulatie-Hahn Laurie Ann

(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, HR

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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	05/11/2026		S		124⁽¹⁾	D	$81.5911	32,650	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	05/12/2026
	** 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

FAQ

What insider transaction did Itron (ITRI) report for Laurie Ann Pulatie-Hahn?

Itron reported that SVP of HR Laurie Ann Pulatie-Hahn had 124 common shares sold on May 11, 2026 at $81.5911 per share. The shares were automatically sold to cover tax withholding on a restricted stock unit vesting.

Was the Itron (ITRI) insider sale by Laurie Ann Pulatie-Hahn discretionary?

The sale appears non-discretionary. A filing footnote states the 124 shares were automatically sold to satisfy tax withholding obligations tied to a restricted stock unit award vesting, rather than a voluntary open-market liquidation decision by the executive.

How many Itron (ITRI) shares did Laurie Ann Pulatie-Hahn retain after the transaction?

Following the tax-related sale, Laurie Ann Pulatie-Hahn directly held 32,650 shares of Itron common stock. This context shows the 124 shares sold represent a very small fraction of her total reported direct holdings after the transaction.

What price was received for the Itron (ITRI) shares sold in the insider transaction?

The filing reports that the 124 Itron common shares were sold at an average price of $81.5911 per share. This price reflects the market value used in the automatic sale to cover federal, state, and other applicable tax withholding obligations.

What role does Laurie Ann Pulatie-Hahn hold at Itron (ITRI)?

Laurie Ann Pulatie-Hahn is identified as senior vice president, human resources at Itron. Her position as a company officer requires reporting changes in her ownership of Itron common stock on Form 4, including tax-related sales tied to equity awards.