Itron Inc SEC Filings

The Bank of Nova Scotia (BNS) is marketing Contingent Income Auto-Callable Securities linked to the common stock of The Home Depot, Inc. (HD). The $1,000-denominated notes mature on 14 Jul 2028 (three-year tenor) and are issued under BNS’s Senior Note Program, Series A. Investors will receive a contingent coupon of 2.50% per quarter (10.00% p.a.) for any determination date on which the HD closing price is at or above the 80% downside threshold. If on any quarterly determination date (other than the final one) the HD price is at or above the 100% call threshold, the notes will be automatically redeemed at par plus the current coupon, terminating future payments.

At maturity, if the notes have not been called: (i) when the final HD price is ≥ 80% of the initial price, holders receive par plus the final coupon; (ii) when the final price is < 80%, repayment is par × (final/initial price), exposing investors to a principal loss of at least 20% and potentially total loss.

Key structural features include:

• Principal at risk; no participation in equity upside beyond contingent coupons.
• BNS credit risk; senior unsecured obligations, not FDIC-insured.
• Limited liquidity; the securities will not be listed and secondary market, if any, will be provided only on a best-efforts basis by Scotia Capital (USA) Inc.
• BNS estimates initial value at $938.90 – $968.90 (93.9%–96.9% of par), indicating underwriting/structuring costs.

The product suits investors seeking enhanced current income in return for accepting single-stock downside risk and limited upside. It is inappropriate for investors requiring capital preservation or broad diversification.

Bank of America Corporation (BAC) has filed a Rule 424(b)(2) pricing supplement for a new debt issuance: $100 million of Fixed-Rate Callable Notes due July 23, 2026. The notes are senior, unsecured obligations that rank equally with BAC’s other senior debt.

• Principal terms: Issue date June 23, 2025; maturity July 23, 2026 (13-month maximum tenor if not called). Fixed coupon of 4.50% per annum, paid on September 23 2025, December 23 2025, March 23 2026, June 23 2026 and at maturity.
• Call feature: BAC may redeem the entire issue at par plus accrued interest on any Call Date—December 23 2025, March 23 2026 or June 23 2026—upon at least five but not more than sixty calendar days’ notice.
• Denominations & listing: Minimum $1,000 increments; the notes will not be listed on any securities exchange, and secondary market liquidity is uncertain.
• Pricing economics: Public offering price 100%, underwriting discount 0.02%, net proceeds $99.98 million. Dealers may waive part or all of their concessions for certain fee-based accounts, resulting in a price as low as 99.98% of par.
• Risk highlights: Early-redemption risk, BAC credit risk (senior unsecured), absence of default interest, potential illiquidity, and market value sensitivity to interest-rate movements. The risk factors section emphasizes that investors must be able to tolerate redemption as early as December 23 2025 and the lack of FDIC insurance.
• Tax & legal: Treated as fixed-rate debt; interest taxable as ordinary income for U.S. Holders. Validity opinion provided by McGuireWoods LLP; calculation agent is Merrill Lynch Capital Services, Inc.
• Distribution & conflicts: BofA Securities, Inc. is sole selling agent and may act as market-maker but is not obligated to do so, creating potential conflicts of interest under FINRA Rule 5121.

The transaction provides BAC with short-dated funding at a fixed 4.50% cost, while offering investors predictable coupon income subject to early call and issuer credit risk.

Itron, Inc. (ITRI) – Form 4 insider transaction

Director Jerome J. Lande reported the automatic quarterly grant of 377 shares of Itron common stock on 1 July 2025. The award is part of the standard compensation package for independent board members and was recorded at $0 purchase price, indicating a non-cash equity grant rather than an open-market buy. Following the issuance, Lande’s direct ownership increased to 8,601 shares.

No derivative securities were transacted and there were no sales disclosed. The filing is a routine Section 16 disclosure and does not alter the company’s capital structure or signal a strategic shift.