Itron Announces $600.0 Million Convertible Senior Notes

Rhea-AI Summary

Itron (NASDAQ: ITRI) intends to offer $600.0 million aggregate principal amount of convertible senior notes due 2032, with an initial purchaser option for an additional $90.0 million. The company plans related capped call transactions, may repurchase up to $125.0 million of common stock concurrently, and expects to use proceeds to repay its 0.00% convertible notes due 2026 and for general corporate purposes.

The interest rate, conversion rate and final terms will be set at pricing; the notes will be offered to qualified institutional buyers under Rule 144A.

Positive

• Convertible notes raise $600.0M capital
• Optional additional $90.0M increases financing flexibility
• Planned repayment of 0.00% notes due 2026 reduces near-term liability
• Concurrent $125.0M buyback may support share price

Negative

• Potential dilution if notes convert and capped calls partially limit dilution
• Market hedging and repurchase activity could increase share price volatility
• Final terms (interest, conversion) unknown until pricing, adding execution risk

Key Figures

Convertible notes size: $600.0 million Additional notes option: $90.0 million Share repurchase allocation: $125.0 million +5 more

8 metrics

Convertible notes size $600.0 million Aggregate principal amount of convertible senior notes due 2032

Additional notes option $90.0 million Initial purchasers’ option for additional convertible notes

Share repurchase allocation $125.0 million Net proceeds earmarked to repurchase common stock

Existing converts coupon 0.00% Coupon on Convertible Senior Notes due 2026 to be repaid

Notes maturity year 2032 Maturity year of new convertible senior notes

Additional option window 13 days Period for initial purchasers to buy additional notes

Q4 2025 revenue $572M Reported in Feb 17, 2026 earnings release

FY 2025 revenue $2.4B Reported in Feb 17, 2026 earnings release

Market Reality Check

Price: $99.54 Vol: Volume 1,723,282 is 1.87x...

high vol

$99.54 Last Close

Volume Volume 1,723,282 is 1.87x the 20-day average, indicating elevated pre-offering activity. high

Technical Shares at $99.54 trade below the 200-day MA of $115.02 and 29.9% under the 52-week high.

Peers on Argus

ITRI is up 0.43% with high volume while key peers are mixed: BMI -1.7%, ESE +1.2...

ITRI is up 0.43% with high volume while key peers are mixed: BMI -1.7%, ESE +1.22%, VNT +0.15%, MKSI +4.73%, ST +6.99%. No peers appeared in the momentum scanner, suggesting a stock-specific reaction to the convert announcement.

Historical Context

5 past events · Latest: Feb 17 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 17	Q4/FY 2025 earnings	Positive	+7.9%	Reported Q4 and FY 2025 results with higher EBITDA and strong free cash flow.
Feb 03	Wildfire risk pilot	Positive	+0.7%	Announced AI-driven pilot with SDG&E to cut wildfire risk and improve reliability.
Feb 03	PG&E collaboration	Positive	+0.7%	Expanded distributed intelligence deployment with PG&E for grid edge management.
Jan 29	DTECH product showcase	Positive	+1.0%	Highlighted grid edge portfolio, resiliency segment, and large deployed base metrics.
Jan 28	Microsoft AI partnership	Positive	+0.2%	Deepened AI collaboration with Microsoft via IEOS Connector for data access.

Pattern Detected

Recent earnings and strategic partnership news have all seen positive next-day price reactions.

Recent Company History

Over recent months, Itron has reported solid operating progress: Q4 2025 revenue of $572M and full-year $2.4B with Q4 GAAP EPS of $2.21 and FY EPS of $6.50, driving a 7.91% positive reaction. Product and AI partnerships, including expanded collaborations with PG&E and Microsoft and grid-edge initiatives at DTECH, each produced modest gains. Against this backdrop of generally well-received news, the new $600M convertible note financing adds a balance-sheet-focused development to the story.

Market Pulse Summary

This announcement outlines a sizeable financing shift, with $600.0 million of convertible senior not...

Analysis

This announcement outlines a sizeable financing shift, with $600.0 million of convertible senior notes due 2032 and an option for another $90.0 million. Itron plans a $125.0 million concurrent share repurchase and repayment of its 0.00% convertible notes due 2026, alongside capped call transactions intended to limit dilution. Investors may track final pricing terms, conversion features, and subsequent balance-sheet metrics alongside recent operating momentum highlighted in the latest earnings release.

Key Terms

convertible senior notes, rule 144a, qualified institutional buyers, capped call transactions, +3 more

7 terms

convertible senior notes financial

"announced that it intends to commence a private offering... of $600.0 million aggregate principal amount of convertible senior notes"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

rule 144a regulatory

"buyers pursuant to Rule 144A under the Securities Act of 1933, as amended"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

qualified institutional buyers financial

"amount of convertible senior notes due 2032 ... to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

capped call transactions financial

"expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

derivative transactions financial

"Capped Call Counterparties or their respective affiliates may enter into various derivative transactions with respect to the common stock"

Derivative transactions are contracts whose value depends on the price or performance of something else—like stocks, bonds, currencies, interest rates or commodities. Think of them as insurance or bets about a future price: investors use them to protect against losses, lock in prices, or try to amplify returns, but they can also magnify losses, create cash demands and expose a firm to the risk that the other party won’t meet its obligation, so they can materially affect a company’s financial stability and volatility.

fundamental change financial

"following any repurchase of the Notes by the Company in connection with any fundamental change"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

registration regulatory

"may not be offered or sold in the United States absent registration or an applicable exemption"

Registration is the formal filing or listing of a company, security, product, or document with a government or regulatory agency so it may be legally offered, sold, or publicly disclosed. Think of it like registering a car before you can drive it: it creates official records, requires certain disclosures, and signals that regulators have at least reviewed basic information. Investors care because registration increases transparency, enables trading or market access, and can materially affect a company’s liquidity, fundraising options, and regulatory risk.

AI-generated analysis. Not financial advice.

LIBERTY LAKE, Wash., Feb. 23, 2026 (GLOBE NEWSWIRE) -- Itron, Inc. (NASDAQ: ITRI) (the “Company”), which is innovating new ways for utilities and cities to manage energy and water, today announced that it intends to commence a private offering, subject to market and other conditions, of $600.0 million aggregate principal amount of convertible senior notes due 2032 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to grant the initial purchasers of the Notes an option to purchase, for settlement during a 13-day period beginning on, and including, the first day the Notes are issued, an additional $90.0 million aggregate principal amount of Notes.

The terms of the Notes, including the interest rate, initial conversion rate and other terms, will be determined at the pricing of the offering.

In connection with the pricing of the Notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or other financial institutions (the “Capped Call Counterparties”). The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the Notes and/or offset any cash payments it is required to make in excess of the principal amount of converted Notes, as the case may be, in the event that the market price of the common stock is greater than the strike price of the capped call transactions, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional Notes, the Company may enter into additional capped call transactions with the Capped Call Counterparties.

The Company expects that, in connection with establishing their initial hedge of the capped call transactions, the Capped Call Counterparties or their respective affiliates may enter into various derivative transactions with respect to the common stock concurrently with, or shortly after, the pricing of the Notes, and may unwind these various derivative transactions and purchase shares of common stock in open market transactions shortly after the pricing of the Notes. These activities could increase (or reduce the size of any decrease in) the market price of the common stock or the Notes at that time. In addition, the Company expects that the Capped Call Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding derivative transactions with respect to the common stock and/or by purchasing or selling shares of the common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity date of the Notes (and (i) are likely to do so during any observation period related to a conversion of Notes or following redemption of the Notes by the Company or following any repurchase of the Notes by the Company in connection with any fundamental change and (ii) are likely to do so following any repurchase of the Notes by the Company other than in connection with any such redemption or fundamental change if the Company elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of the common stock or the Notes, which could affect the ability of noteholders to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, could affect the amount and value of the consideration that noteholders will receive upon conversion of the Notes.

The Company intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions described above. The Company also intends to use up to approximately $125.0 million of the net proceeds from the offering of Notes to repurchase shares of its common stock concurrently with the pricing of the offering of Notes in privately negotiated transactions through one of the initial purchasers of the Notes or its affiliate, as the Company’s agent, which could increase (or reduce the size of any decrease in) the market price of the common stock at that time. The Company intends to use the remainder of the proceeds for the repayment of the Company’s 0.00% Convertible Senior Notes due 2026, and for general corporate purposes. If the initial purchasers of the Notes exercise their option to purchase additional Notes, the Company may use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions relating to the Notes.

The Notes will be offered to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.

About Itron

Itron is a proven global leader in energy, water, smart city, IIoT and intelligent infrastructure services. For utilities, cities and society, we build innovative systems, create new efficiencies, connect communities, encourage conservation and increase resourcefulness. By safeguarding our invaluable natural resources today and tomorrow, we improve the quality of life for people around the world.

Itron® and the Itron Logo are registered trademarks of Itron, Inc. in the United States and other countries and regions. All third-party trademarks are property of their respective owners, and any usage herein does not suggest or imply any relationship between Itron and the third party unless expressly stated.

Cautionary Note Regarding Forward Looking Statements

This release contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical factors nor assurances of future performance. These statements are based on our expectations about, among others, revenues, operations, financial performance, earnings, liquidity, earnings per share, cash flows and restructuring activities including headcount reductions and other cost savings initiatives. This document reflects our current strategy, plans and expectations and is based on information currently available as of the date of this release. When we use words such as "expect", "intend", "anticipate", "believe", "plan", "goal", "seek", "project", "estimate", "future", "strategy", "objective", "may", "likely", "should", "will", "will continue", and similar expressions, including related to future periods, they are intended to identify forward-looking statements. Forward-looking statements rely on a number of assumptions and estimates. Although we believe the estimates and assumptions upon which these forward-looking statements are based are reasonable, any of these estimates or assumptions could prove to be inaccurate and the forward-looking statements based on these estimates and assumptions could be incorrect. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors. Therefore, you should not rely on any of these forward-looking statements. Some of the factors that we believe could affect our results include our ability to execute on our restructuring plans, our ability to achieve estimated cost savings, the rate and timing of customer demand for our products, rescheduling of current customer orders, changes in estimated liabilities for product warranties, adverse impacts of litigation, changes in laws, regulations, tariffs, sanctions, trade policies and retaliatory responses, our dependence on new product development and intellectual property, future acquisitions, changes in estimates for stock-based and bonus compensation, increasing volatility in foreign exchange rates, international business risks, uncertainties caused by adverse economic conditions, including without limitation those resulting from extraordinary events or circumstances and other factors that are more fully described in Part I, Item 1A: Risk Factors included in our Annual Report on Form 10-K for the year ended Dec. 31, 2025 and other reports on file with the Securities and Exchange Commission. Itron undertakes no obligation to update or revise any information in this press release.

For additional information, contact:

Itron, Inc.
Paul Vincent
Vice President, Investor Relations
512-560-1172
Investors@itron.com

FAQ

What is Itron's convertible notes offering announced February 23, 2026 (ITRI)?

Itron plans a private offering of $600.0 million convertible senior notes due 2032. According to the company, it may grant initial purchasers an option for an additional $90.0 million and will set final terms at pricing.

How will Itron use proceeds from the ITRI convertible notes offering?

The company intends to repay its 0.00% convertible notes due 2026 and use remaining proceeds for general corporate purposes. According to the company, up to $125.0 million may be used to repurchase common stock concurrently with pricing.

What are the capped call transactions related to Itron's ITRI notes offering?

Capped calls are privately negotiated derivatives intended to reduce conversion dilution or offset excess cash payments. According to the company, counterparties will hedge and may trade shares, which could affect the stock price during and after pricing.

Will the ITRI notes offering be registered for public sale in the U.S.?

No; the notes will be offered under Rule 144A to qualified institutional buyers and will not be registered under the Securities Act. According to the company, resale is limited absent registration or an applicable exemption.

Could Itron's planned $125.0M repurchase affect ITRI shareholders at pricing?

Yes; a concurrent privately negotiated repurchase of up to $125.0 million could increase or reduce declines in the market price. According to the company, the repurchase would be done through an initial purchaser or affiliate acting as agent.

How might hedging by capped call counterparties impact Itron's stock (ITRI)?

Hedging and unwinding by counterparties may increase or decrease the market price of common stock or notes. According to the company, such activity could affect conversion ability and the value received upon conversion during observation periods.