[8-K] Itron Inc Reports Material Event

Rhea-AI Filing Summary

Itron, Inc. (NASDAQ: ITRI) filed a Form 8-K dated 31 Jul 2025 to report that it has issued a press release containing financial results for the three and six months ended 30 Jun 2025. The detailed income statement, balance sheet and cash-flow data are not included within the body of the filing; instead, they are furnished as Exhibit 99.1. No guidance revisions, acquisitions, divestitures, or other material corporate events were disclosed. The document also contains standard forward-looking-statement language and confirms that the company is not an emerging-growth company.

Insights

Financial Analyst

TL;DR – Routine 8-K merely furnishes Q2 2025 earnings press release; negligible immediate market impact.

The filing supplies procedural notice that Itron released Q2/H1 2025 results via Exhibit 99.1 but withholds numerical detail in the text. Investors must consult the exhibit for revenue, margin and EPS figures. No other operational updates, strategic actions or leadership changes are mentioned, so the disclosure is largely administrative. Given the absence of quantitative information, the filing itself should have neutral influence on valuation until the press-release data are reviewed.

False000078057100007805712025-07-312025-07-31iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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

Date of Report (Date of earliest event reported):  July 31, 2025

_______________________________

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)	(I.R.S. Employer Identification No.)

2111 N. Molter Road

Liberty Lake, Washington 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 the 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 2.02. Results of Operations and Financial Condition.

On July 31, 2025, Itron, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of this press release and accompanying financial statements are attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit Number		Description
99.1		Press Release Dated July 31, 2025.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
		*This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Exchange Act.

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 December 31, 2024 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.

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.
Date: July 31, 2025	By:	/s/ JOAN S. HOOPER
		Joan S. Hooper
		Senior Vice President and Chief Financial Officer

FAQ

What did Itron (ITRI) disclose in its 8-K dated July 31 2025?

The company furnished a press release (Exhibit 99.1) announcing financial results for Q2 and H1 2025.

Does the 8-K include Itron’s Q2 2025 revenue and EPS numbers?

No. The numerical results are only available in the attached press release, not in the body of the filing.

Where can investors find Itron’s full Q2 2025 financial statements?

They are contained in Exhibit 99.1 to the 8-K filed on July 31 2025.

Were any other material events or executive changes reported?

The filing lists no additional transactions, leadership changes or strategic actions beyond the results announcement.

Is Itron considered an emerging growth company under SEC rules?

No. The emerging-growth-company checkbox is not selected in the filing.