Itron (ITRI) VP Wright sells 74 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Itron, Inc. executive David Marshall Wright, VP, Corp. Controller & CAO, reported selling 74 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. After this tax-related sale, he directly holds 8,805 shares of Itron common stock.

Insider Trade Summary

Net Seller: 74 shares ($6,243)

Net Sell 1 txn

Insider Wright David Marshall

Role VP, Corp. Controller & CAO

Sold 74 shs ($6K)

Type	Security	Shares	Price	Value
Sale	Common Stock	74	$84.3667	$6K

Holdings After Transaction: Common Stock — 8,805 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 74 shares Sale price per share: $84.3667 per share Shares held after transaction: 8,805 shares

3 metrics

Shares sold 74 shares Automatically sold to cover tax withholding on RSU vesting

Sale price per share $84.3667 per share Common stock sale to satisfy tax obligations

Shares held after transaction 8,805 shares Direct ownership of Itron common stock post-transaction

Key Terms

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

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"

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.

Common Stock financial

""security_title": "Common Stock""

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.

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^*

Wright David Marshall

(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)
	VP, Corp. Controller & CAO

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		74(1)	D	$84.3667	8,805	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 David Marshall Wright?

Itron reported that executive David Marshall Wright sold 74 shares of common stock. The shares were automatically sold to satisfy tax withholding obligations related to a restricted stock unit vesting, rather than as a discretionary open-market sale.

How many Itron (ITRI) shares did the executive sell and at what price?

David Marshall Wright sold 74 Itron common shares at an average price of $84.3667 per share. This transaction reflects an automatic sale tied to tax withholding obligations from the vesting of a restricted stock unit award.

Why were David Marshall Wright’s Itron (ITRI) shares sold in this Form 4 filing?

The filing states the 74 Itron shares were automatically sold to cover tax withholding obligations. These obligations arose from the vesting of a restricted stock unit award, indicating the sale was for tax purposes rather than a discretionary portfolio decision.

How many Itron (ITRI) shares does David Marshall Wright hold after the sale?

Following the reported transaction, David Marshall Wright directly holds 8,805 shares of Itron common stock. This post-transaction balance is disclosed in the Form 4 and shows his continuing equity position after the tax-related share sale.

What role does David Marshall Wright hold at Itron (ITRI) in this Form 4?

David Marshall Wright is identified as Itron’s VP, Corporate Controller & Chief Accounting Officer. His position and officer status are disclosed in the Form 4, providing context for the reported tax-related sale of common stock shares.

Does the Itron (ITRI) Form 4 indicate a routine tax withholding sale?

Yes. The footnote explains the 74 shares were automatically sold to cover tax withholding obligations from a restricted stock unit vesting. This language indicates a tax-driven, mechanical sale rather than a discretionary open-market decision about Itron’s share price.