[8-K] ITRON, INC. Reports Material Event

Rhea-AI Filing Summary

Itron, Inc. announced a new share repurchase program authorizing up to $250 million of common stock over an 18‑month period, effective November 10, 2025. Repurchases may be made in the open market and under any Rule 10b5‑1 plans, and are intended to comply with Rule 10b‑18. Activity may be commenced or suspended from time to time without prior notice.

Separately, from November 3–6, 2025, Itron repurchased 942,577 shares for a total of $100 million, fully utilizing the capacity under its prior 18‑month program that began on September 19, 2024. These transactions reflect cash returned to shareholders through buybacks.

Insights

Capital allocation analyst

Itron adds a new $250M buyback after completing a $100M repurchase.

Itron authorized up to $250 million of repurchases over an 18‑month window effective November 10, 2025, with purchases via open market and potential Rule 10b5‑1 plans, structured to comply with Rule 10b‑18. This follows a completed $100 million repurchase of 942,577 shares during November 3–6, 2025 that exhausted the prior program.

The mechanism provides discretion—activity can be started or paused depending on market conditions—so actual impact depends on execution pace and pricing. Cash outflows align with buyback activity; proceeds or uses beyond repurchases are not described here.

Key items to watch include any subsequent disclosures of cumulative repurchases under the new authorization and any adoption of Rule 10b5‑1 trading plans noted in future updates.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 7, 2025

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. ☐

Item 8.01    Other Events.

Approval of Share Repurchase Program

On November 7, 2025, Itron, Inc.'s (Itron) Board of Directors authorized a new share repurchase program of up to $250 million of Itron's common stock over an 18-month period, effective November 10, 2025. Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.

From November 3 through November 6, 2025, Itron repurchased 942,577 shares of its common stock for a total of $100 million, fully utilizing the authorized capacity under its prior repurchase program, which was effective for 18 months beginning September 19, 2024.

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: November 10, 2025									Joan S. Hooper
									Senior Vice President and Chief Financial Officer