Itron updates on April cyber incident impact

Itron, Inc. provides an update on the cybersecurity incident first identified on April 13, 2026, when an unauthorized third party accessed certain systems.

Rhea-AI Filing Summary

Itron, Inc. provides an update on the cybersecurity incident first identified on April 13, 2026, when an unauthorized third party accessed certain systems. With external cybersecurity experts, the company reports no further unauthorized activity and says operations have continued in all material respects.

The investigation has found limited unauthorized access to certain customer-hosted systems, but Itron has not seen evidence that customer-facing functionality was materially affected. Based on information so far, it believes the incident has not had, and is not reasonably likely to have, a material impact on its operations, financial condition, or results. The filing also outlines potential risks, including data misuse, operational disruption, litigation, regulatory scrutiny, and reputational harm.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Incident date: April 13, 2026 Original report date: April 24, 2026 Annual report period end: December 31, 2025

3 metrics

Incident date April 13, 2026 Date Itron was informed of unauthorized system access

Original report date April 24, 2026 Date of the original Form 8-K referenced

Annual report period end December 31, 2025 Year-end referenced for risk factors discussion

Key Terms

unauthorized third party, customer-hosted systems, forward-looking statements, reputational risk, +1 more

5 terms

unauthorized third party technical

"an unauthorized third party had gained access to certain of its systems"

customer-hosted systems technical

"limited unauthorized access to certain customer-hosted systems"

forward-looking statements regulatory

"This Form 8-K contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

reputational risk financial

"reputational risk related to the incident"

Reputational risk is the danger that negative public perception—from scandals, poor products, harmful actions, or bad publicity—will damage a company’s trust and standing with customers, partners, regulators and investors. Like a stain on a brand that scares away buyers or lenders, it can reduce sales, increase costs, invite regulatory scrutiny, and cause a company’s stock price or ability to raise capital to fall, making it a key concern for investors.

regulatory scrutiny regulatory

"regulatory scrutiny of the incident"

Regulatory scrutiny is when government agencies closely review a company's actions, products or filings to ensure they follow laws and safety rules. For investors, heightened scrutiny can mean slowed approvals, fines, operational changes or reputational risk — like a detailed safety inspection that can delay a product launch or reveal costly fixes, and therefore can affect revenue, costs and share price.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What cybersecurity incident did Itron (ITRI) report in this 8-K/A?

Itron reported that on April 13, 2026, an unauthorized third party gained access to certain company systems. The firm has been investigating with external cybersecurity experts, focusing on remediation, containment, and understanding the scope of limited unauthorized access to certain customer-hosted systems.

Has the Itron (ITRI) cyber incident affected company operations?

Itron states its operations have continued in all material respects following the April 13, 2026 incident. The company has not observed material impact on customer-facing system functionality while it continues investigation, remediation, and containment activities with support from external cybersecurity experts.

Does Itron (ITRI) expect a material financial impact from the cyber incident?

Based on information currently available, Itron believes the incident has not had, and is not reasonably likely to have, a material impact on its operations, financial condition, or results of operations. This assessment may evolve as the investigation and related evaluations continue.

What systems were involved in Itron’s (ITRI) unauthorized access event?

Itron’s investigation has identified limited unauthorized access to certain customer-hosted systems. However, the company reports no evidence that customer-facing system functionality was materially affected, and it has not observed any further unauthorized activity since the initial discovery.

What risks does Itron (ITRI) highlight related to the cyber incident?

Itron notes potential risks including data loss or misuse, adverse operational impacts, litigation, regulatory scrutiny, reputational damage, and costs tied to remediation. It also mentions possible effects on relationships with customers and suppliers, and uncertainties around insurance coverage.

Is Itron’s (ITRI) investigation of the cybersecurity incident complete?

No. Itron states that its investigation, along with its evaluation of required filings and notifications, remains ongoing. Future findings about the incident’s scope, containment success, and any data misuse could influence the ultimate operational or financial impact.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 08:30 AM Learn about SEC filing dates

true 0000780571 0000780571 2026-04-13 2026-04-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 13, 2026

Date of Report (Date of earliest event reported)

ITRON, INC.

(Exact name of registrant as specified in its charter)

Washington		000-22418		91-1011792
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2111 N. Molter Road Liberty Lake, WA 99019

(Address of principal executive offices, Zip Code)

(509) 924-9900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value		ITRI		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This “Item 8.01 Other Events” disclosure is being filed solely to provide an update to the disclosure on Form 8-K filed by Itron, Inc. (the “Company”) with the Securities and Exchange Commission on April 24, 2026.

Item 8.01 Other Events.

As previously disclosed, on April 13, 2026, Itron, Inc. (the Company) was informed that an unauthorized third party had gained access to certain of its systems. With the assistance of external cybersecurity experts, the Company has continued its investigation, remediation, and containment activities relating to the unauthorized access.

Since the filing of the Original Report, the Company has not observed any further unauthorized activity in its systems. Its operations have continued in all material respects. Based on the investigation to date, the Company has identified limited unauthorized access to certain customer-hosted systems. The Company has not observed any evidence that customer-facing system functionality was materially affected.

While the Company’s investigation, as well as its evaluation of required filings and notifications, remains ongoing, based on information currently available, the Company continues to believe that the incident has not had, and is not reasonably likely to have, a material impact on the Company’s operations, financial condition, or results of operations.

Certain Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s current beliefs, understanding and expectations regarding the incident and its remediation and investigation. Factors that could cause actual results to differ materially from those indicated in the forward-looking statements include, but are not limited to, the results of the Company’s analysis of the scope and details of the incident and the discovery of new or additional information; the success of the Company’s containment, mitigation and remediation efforts; the unauthorized release of any of the Company’s data, including third party data held by the Company, or the use of any such data for any fraudulent purposes; potential loss or destruction of Company data or adverse impacts to the Company’s operations; any potential adverse impact of the incident on the Company’s results of operations and financial condition; diversion of management’s attention from operations of the Company to addressing the incident; potential investigations, litigation, fines, costs and losses related to the incident and its remediation; potential adverse effects on relationships with customers, suppliers and other third parties as a result of the incident; reputational risk related to the incident; regulatory scrutiny of the incident; risks related to the availability of the Company’s insurance coverage; and other risks listed described in Part I, Item 1A: Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2025 and other reports on file with the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ITRON, INC.
				By:		/s/ JOAN S. HOOPER
Dated: May 1, 2026						Joan S. Hooper
						Senior Vice President & Chief Financial Officer

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