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

Rhea-AI Filing Summary

Itron, Inc. entered into a material agreement to acquire Locusview, Ltd., a privately held, utility-focused software and services company based in the United States and Israel. Itron will purchase 100% of Locusview’s equity for a cash purchase price of $525 million, subject to final working capital and other closing adjustments after the transaction closes. The deal will be funded entirely with Itron’s cash on hand and is expected to close in early January 2026, strengthening Itron’s Resiliency Solutions by leveraging Locusview’s digital construction management platform. Itron later announced the acquisition publicly in a press release dated November 17, 2025, which is attached as an exhibit.

Positive

• Itron to acquire Locusview for $525 million cash, adding utility-focused digital construction management software to enhance its Resiliency Solutions offerings.

Negative

• None.

Insights

Equity Analyst

Itron commits $525 million cash to acquire Locusview and expand resiliency-focused software offerings.

Itron is acquiring 100% of Locusview, a utility-focused software and services provider with operations in the United States and Israel, for a cash consideration of $525 million, subject to working capital and other post-closing adjustments. The transaction is structured as a share purchase and is expected to close in early January 2026, assuming customary conditions.

The company states that Locusview’s digital construction management solutions will be used to enhance Itron’s Resiliency Solutions portfolio for utility customers. Funding the acquisition entirely from cash on hand means Itron is not taking on new debt in this agreement, while still deploying a substantial amount of capital into software and services capabilities aligned with its existing customer base.

The press release dated November 17, 2025 formalizes the public communication of this deal. Subsequent financial disclosures will show how the integration of Locusview and the $525 million cash outlay affect Itron’s balance sheet and segment performance after the expected closing in early January 2026.

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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

Date of Report (Date of earliest event reported):  November 14, 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 1.01. Entry into a Material Definitive Agreement.

On November 14, 2025, Itron, Inc. (Itron) entered into a Share Purchase Agreement (the Agreement) to acquire 100 percent of the outstanding equity of Locusview, Ltd. and subsidiaries (collectively, Locusview) a privately held utility-focused software and services company that is based in the United States and Israel. The acquisition provides value to Itron through the leverage of Locusview’s digital construction management solutions to enhance Itron’s Resiliency Solutions offerings to its customers. The acquisition is expected to close in early January 2026.

The purchase price for the acquisition is $525 million, with adjustment for final working capital and other closing considerations to be determined following the transaction’s close. The purchase will be funded through cash on hand.

Item 7.01. Regulation FD Disclosure.

On November 17, 2025, Itron announced the acquisition of Locusview. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release dated November 17, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 17, 2025	By:	/s/ JOAN S. HOOPER
		Joan S. Hooper
		Senior Vice President and Chief Financial Officer

FAQ

What did Itron, Inc. (ITRI) announce in this Form 8-K?

Itron announced that it entered into a Share Purchase Agreement to acquire Locusview, Ltd. and its subsidiaries, a privately held utility-focused software and services company based in the United States and Israel.

How much is Itron paying to acquire Locusview?

Itron agreed to pay a purchase price of $525 million, subject to adjustments for final working capital and other closing considerations to be determined after the transaction closes.

How will Itron fund the Locusview acquisition?

The acquisition will be funded entirely through cash on hand, meaning Itron is using its existing cash resources rather than new external financing.

What percentage of Locusview is Itron acquiring?

Itron is acquiring 100% of the outstanding equity of Locusview, Ltd. and its subsidiaries, giving it full ownership of the business.

When is the Locusview acquisition expected to close for Itron (ITRI)?

The transaction is expected to close in early January 2026, subject to the completion of customary closing conditions and final adjustments.

How does Locusview fit into Itron’s existing business?

Itron states that Locusview’s digital construction management solutions will be leveraged to enhance Itron’s Resiliency Solutions offerings for its utility customers.

Did Itron issue a press release about the Locusview acquisition?

Yes. Itron issued a press release dated November 17, 2025 announcing the acquisition, which is attached as Exhibit 99.1 to this filing.