Tax-related share sale by Itron (ITRI) SVP Donald L. Reeves

Rhea-AI Filing Summary

Itron, Inc. senior vice president Donald L. Reeves III had 319 shares of common stock sold on May 26, 2026 at $84.3667 per share to cover tax withholding tied to restricted stock unit vesting. After this automatic tax-related sale, he directly owns 29,100 shares.

Insider Trade Summary

Net Seller: 319 shares ($26,913)

Net Sell 1 txn

Insider Reeves Donald L. III

Role SVP, Outcomes

Sold 319 shs ($27K)

Type	Security	Shares	Price	Value
Sale	Common Stock	319	$84.3667	$27K

Holdings After Transaction: Common Stock — 29,100 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares sold: 319 shares Sale price: $84.3667 per share Shares owned after: 29,100 shares +1 more

4 metrics

Shares sold 319 shares Common stock sold on May 26, 2026 to cover tax withholding

Sale price $84.3667 per share Price for the 319 common shares sold on May 26, 2026

Shares owned after 29,100 shares Direct Itron common stock holdings after the reported transaction

Net shares sold 319 shares Net share change from this Form 4, classified as net-sell

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.

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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^*

Reeves Donald L. III

(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, Outcomes

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/26/2026		S		319(1)	D	$84.3667	29,100	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	05/27/2026
	** 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)

FAQ

What insider transaction did Itron (ITRI) report for Donald L. Reeves III?

Itron reported that SVP Donald L. Reeves III had 319 common shares sold on May 26, 2026 at $84.3667 per share. The sale was tied to tax withholding obligations from a restricted stock unit vesting event, rather than a discretionary open-market sale.

How many Itron (ITRI) shares were sold in this Form 4 filing and at what price?

The filing shows 319 Itron common shares sold at $84.3667 per share. According to the footnote, these shares were automatically sold to satisfy tax withholding obligations associated with the vesting of a restricted stock unit award held by the executive.

Why were Donald L. Reeves III’s Itron (ITRI) shares sold in this transaction?

The shares were sold automatically to cover tax withholding obligations triggered by the vesting of a restricted stock unit award. This type of sale is a common administrative step when equity awards vest, and does not reflect a discretionary decision to liquidate a large position.

How many Itron (ITRI) shares does Donald L. Reeves III hold after this transaction?

After the tax-related sale, Donald L. Reeves III directly holds 29,100 Itron common shares. This remaining position is substantially larger than the 319 shares sold, underscoring that the reported transaction is a relatively small adjustment tied to equity award vesting.

Does this Itron (ITRI) insider transaction signal a major change in ownership?

The transaction does not indicate a major change in ownership. Only 319 shares were sold to cover tax withholding on restricted stock unit vesting, while 29,100 shares remain directly held. This pattern aligns with routine administrative sales around equity compensation events.