Hooper Joan S 4

What Happened

• Joan S. Hooper, Senior Vice President & Chief Financial Officer of Itron, Inc. (ITRI), disposed of 15,293 shares on Feb 19, 2026. The shares were sold at $99.54 per share for total proceeds of approximately $1,522,242. This was a sale (disposition) rather than a purchase.

Key Details

• Transaction date and price: Feb 19, 2026 — 15,293 shares at $99.54 each.
• Transaction type/codes: S = Sale; footnote indicates F = tax withholding.
• Reason/footnote: Represents shares automatically sold to cover tax withholding obligations associated with the vesting of a performance-based restricted stock unit (PSU) award.
• Filing: Form 4 filed Feb 23, 2026 covering the Feb 19 transaction; filing appears to be within the normal reporting window.
• Shares owned after transaction: not specified in the provided filing excerpt.

Context

• This sale was an automatic withholding sale to satisfy tax obligations on vested performance-based RSUs — a routine administrative action commonly seen after awards vest, and not necessarily an expression of the insider’s view on the company’s outlook.
• For retail investors, automatic tax-withholding sales are generally less informative about insider sentiment than discretionary open-market sales or purchases.