Itron Prices Upsized $700.0 Million 0.00% Convertible Senior Notes Offering

Rhea-AI Summary

Itron (NASDAQ: ITRI) priced an upsized private offering of $700.0 million 0.00% convertible senior notes due 2032, up from $600.0 million, with a 13-day option to sell an additional $105.0 million. The notes convert at 8.0793 shares per $1,000 (≈$123.77/share), a ~30.0% premium to the Feb 23, 2026 closing price.

Estimated net proceeds are ≈$681.1 million (≈$783.3 million if option exercised). The company expects to use ≈$80.7 million to fund capped calls, ≈$100.0 million to repurchase 1,050,309 shares, and the remainder to repay its 2026 convertible notes and for general corporate purposes.

Positive

• Offering upsized to $700.0M
• Initial conversion price of $123.77 (≈30% premium)
• Estimated net proceeds of $681.1M
• $100.0M share repurchase of 1,050,309 shares concurrently

Negative

• Company will spend ≈$80.7M on capped call transactions
• Potential dilution if stock exceeds capped call cap of $190.42
• Notes convertible or redeemable before maturity under specified events

Key Figures

Convertible notes size: $700.0M Upsized from: $600.0M Overallotment option: $105.0M +5 more

8 metrics

Convertible notes size $700.0M Aggregate principal amount of 0.00% convertible senior notes due 2032

Upsized from $600.0M Previously announced offering size of the notes

Overallotment option $105.0M Additional notes purchasable by initial purchasers

Initial conversion rate 8.0793 shares per $1,000 Initial conversion rate for the 2032 convertible notes

Initial conversion price $123.77 per share Implied by initial conversion rate of the notes

Conversion premium 30.0% Premium over last reported sale price of $95.21 on Feb 23, 2026

Estimated net proceeds $681.1M Net proceeds from offering, excluding full option exercise

Capped call cost $80.7M Portion of net proceeds to pay for capped call transactions

Market Reality Check

Price: $95.21 Vol: Volume 2,748,394 is 2.66x...

high vol

$95.21 Last Close

Volume Volume 2,748,394 is 2.66x the 20-day average, indicating heavy pre-deal trading. high

Technical Shares at $95.21 trade below the $114.96 200-day MA and sit 32.95% under the 52-week high.

Peers on Argus

ITRI fell 4.35% while key peers showed smaller mixed moves (e.g., BMI, VNT, MKSI...

1 Up

ITRI fell 4.35% while key peers showed smaller mixed moves (e.g., BMI, VNT, MKSI, ST down modestly; ESE up slightly). Momentum scanner only flagged KEYS sharply higher, reinforcing that ITRI’s move appears stock-specific to its convertible notes financing.

Historical Context

5 past events · Latest: Feb 17 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 17	Earnings release	Positive	+7.9%	Reported Q4 and FY 2025 results with higher EBITDA and free cash flow.
Feb 03	Utility pilot news	Positive	+0.7%	Announced wildfire risk reduction pilot with San Diego Gas & Electric and Toumetis.
Feb 03	Collaboration expansion	Positive	+0.7%	Expanded PG&E collaboration to deploy distributed intelligence and enhance grid management.
Jan 29	Product showcase	Positive	+1.0%	Showcased Grid Edge Intelligence and Resiliency Solutions scale and partnerships at DTECH.
Jan 28	AI partnership	Positive	+0.2%	Deepened AI collaboration with Microsoft via IEOS Connector for Microsoft 365 Copilot.

Pattern Detected

Recent Itron headlines, especially earnings and strategic collaborations, have typically seen positive price alignment following the news.

Recent Company History

Over the past month, Itron has reported solid Q4 and full-year 2025 financials, with revenue of $572M for Q4 and $2.4B for the year and higher adjusted EBITDA and free cash flow. It has also highlighted grid-edge and AI initiatives and expanded partnerships, including with PG&E and Microsoft, generally met with modest positive price reactions. Against this backdrop, the new 2032 convertible notes financing follows a period of constructive news and share gains.

Market Pulse Summary

This announcement details an upsized $700.0M 0.00% convertible notes offering due 2032, with a $105....

Analysis

This announcement details an upsized $700.0M 0.00% convertible notes offering due 2032, with a $105.0M option, a $123.77 initial conversion price, and a 30.0% premium to $95.21. Itron expects net proceeds of about $681.1M, using funds for capped call transactions, a $100.0M share repurchase, repayment of its 0.00% notes due 2026, and general purposes. Investors may track how this financing interacts with recent earnings strength and ongoing grid-edge and AI initiatives.

Key Terms

convertible senior notes, rule 144a, capped call transactions, fundamental change, +3 more

7 terms

convertible senior notes financial

"announced the pricing of its private offering of $700.0 million aggregate principal amount of its 0.00% convertible senior notes due 2032"

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.

capped call transactions financial

"the Company entered into privately negotiated capped call transactions with certain 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.

fundamental change financial

"If the Company undergoes a “fundamental change” (as defined in the indenture governing the Notes)"

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.

indenture financial

"as defined in the indenture governing the Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

qualified institutional buyers financial

"to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A"

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.

observation period technical

"likely to do so during any observation period related to a conversion of Notes"

An observation period is a defined span of time during which a company, regulator, or clinical team watches and records specific outcomes or behaviors to see whether predetermined conditions are met. Investors care because results observed during this window — such as trial safety and efficacy, regulatory compliance, or achievement of performance targets — often trigger approvals, payments, or changes in a company’s prospects; think of it like a monitoring window that determines whether a project moves forward or stalls.

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 the pricing of its private offering of $700.0 million aggregate principal amount of its 0.00% 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 offering size was increased from the previously announced offering size of $600.0 million aggregate principal amount of Notes. The Company also granted 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 $105.0 million aggregate principal amount of Notes. The offering is expected to settle on February 26, 2026, subject to customary closing conditions.

The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on March 15, 2032, unless earlier converted, redeemed or repurchased. The conversion rate will initially be 8.0793 shares of common stock per $1,000 principal amount of Notes, subject to adjustment in certain circumstances. This represents an initial conversion price of approximately $123.77 per share, representing a conversion premium of approximately 30.0% over the last reported sale price of $95.21 per share of the Company’s common stock on February 23, 2026. The Notes will be convertible at the option of the holders prior to December 15, 2031 only during certain periods upon the occurrence of certain events and will be convertible thereafter at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay cash up to the aggregate principal amount of Notes to be converted and pay and/or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted.

In addition, the Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after March 20, 2030 and prior to December 15, 2031, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. If the Company undergoes a “fundamental change” (as defined in the indenture governing the Notes), holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid additional interest, if any, to, but excluding, the repurchase date. In addition, upon certain corporate events or upon redemption, the Company will, under certain circumstances, increase the conversion rate for holders who convert Notes in connection with such a corporate event or redemption.

In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers or their affiliates and 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 the cash payments the Company 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, which initially corresponds to the initial conversion price of the relevant Notes. If, however, the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions. The cap price of the capped call transactions will initially be $190.42 per share and is subject to certain adjustments under the terms of the capped call transactions. 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 estimates that the net proceeds from the offering of Notes will be approximately $681.1 million (or approximately $783.3 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company expects to use approximately $80.7 million of the net proceeds from the offering of Notes to pay the cost of the capped call transactions described above. The Company also intends to use approximately $100.0 million of the net proceeds from the offering to repurchase 1,050,309 shares of its common stock concurrently with the pricing of the offering of Notes in privately negotiated transactions effected 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 Company intends to use the remainder of the additional net proceeds, if any, for general corporate purposes.

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 did Itron (ITRI) announce about the $700 million convertible note offering on February 24, 2026?

Itron priced an upsized private offering of $700.0 million 0.00% convertible senior notes due 2032. According to the company, the offering was increased from $600.0 million and includes a 13-day option to sell an additional $105.0 million.

What is the initial conversion price and conversion rate for ITRI's 2032 convertible notes?

The initial conversion rate is 8.0793 shares per $1,000, implying a conversion price of ≈$123.77 per share. According to the company, this represents an approximate 30.0% premium to the last reported sale price on Feb 23, 2026.

How much net proceeds will Itron (ITRI) receive from the convertible offering and how will they be used?

Estimated net proceeds are ≈$681.1 million, or ≈$783.3 million if the option is exercised. According to the company, ≈$80.7 million funds capped calls, ≈$100.0 million repurchases shares, and the remainder repays 2026 notes and supports general corporate purposes.

What are the capped call terms and how could they affect Itron (ITRI) shareholders?

The capped call transactions initially correspond to the conversion price and have a cap of $190.42 per share. According to the company, capped calls generally reduce dilution but dilution may occur if the stock price exceeds the cap price.

Will Itron (ITRI) repurchase shares as part of the convertible note transaction and how many?

Itron intends to use approximately $100.0 million of net proceeds to repurchase 1,050,309 shares concurrently with the offering. According to the company, the repurchase is through privately negotiated transactions via an initial purchaser or affiliate acting as agent.

When can holders convert or when can the company redeem ITRI's 0.00% convertible senior notes due 2032?

Holders can convert during specified periods before Dec 15, 2031 and at any time after until two trading days before maturity. According to the company, the notes are redeemable for cash at the company's option from March 20, 2030 to Dec 15, 2031 if price and other conditions are met.