Itron (ITRI) commits $325M cash to acquire AI utility software firm Urbint

Rhea-AI Filing Summary

Itron, Inc. has agreed to acquire Urbint, Inc., a privately held software and services company based in Florida that serves utilities, for a purchase price of $325 million, subject to working capital and other closing adjustments. Under the merger agreement, a wholly owned Itron subsidiary will merge into Urbint, which will then operate as a wholly owned subsidiary of Itron.

Itron plans to fund the acquisition entirely with cash on hand. Management states that Urbint’s AI-powered operational resilience solutions are expected to enhance Itron’s offerings to its utility customers. The transaction is expected to close in the fourth quarter of 2025, and Itron has issued a press release providing additional details.

Insights

Technology and M&A Analyst

Itron commits $325M cash to expand with Urbint’s AI platform.

Itron is using cash on hand to acquire Urbint for $325 million, bringing in AI-powered operational resilience software focused on utility customers. Structurally, Itron will deploy a merger subsidiary that combines into Urbint, leaving Urbint as a wholly owned subsidiary, which is a common structure for absorbing privately held targets.

The stated strategic aim is to leverage Urbint’s AI capabilities to enhance Itron’s offerings to utilities. This ties the deal directly to Itron’s core customer base, rather than a purely financial investment. Because the transaction is expected to close in the fourth quarter of 2025, its actual impact depends on successful closing and later integration.

The use of cash on hand avoids new equity issuance or disclosed external financing for this deal. Future company filings after closing may detail how Urbint’s operations and the $325 million purchase price affect segment performance, margins, and any recognized intangible assets or goodwill.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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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):  October 6, 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 7.01. Regulation FD Disclosure.

On October 6, 2025, Itron, Inc. (Itron) announced the acquisition of Urbint, Inc. and subsidiaries (collectively, Urbint). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On October 6, 2025, Itron entered into an Agreement and Plan of Merger (the Merger Agreement) to acquire 100 percent of the outstanding equity of Urbint, a privately held software and services company, based in Florida, serving utilities. Pursuant to the Merger Agreement, a wholly owned subsidiary of Itron will merge with and into Urbint, with Urbint surviving as a wholly owned subsidiary of Itron. The acquisition provides value to Itron through the leverage of Urbint’s AI-powered operational resilience solutions to enhance Itron’s offerings to its customers. The acquisition is expected to close in the fourth quarter of 2025.

The purchase price for the acquisition is $325 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release dated October 6, 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: October 6, 2025	By:	/s/ JOAN S. HOOPER
		Joan S. Hooper
		Senior Vice President & Chief Financial Officer

FAQ

What acquisition did Itron (ITRI) announce on October 6, 2025?

On October 6, 2025, Itron announced an agreement to acquire Urbint, Inc. and its subsidiaries, a privately held software and services company serving utilities.

How much is Itron (ITRI) paying to acquire Urbint?

Itron agreed to a purchase price of $325 million for Urbint, with adjustments for final working capital and other closing considerations to be determined after closing.

How will Itron fund the Urbint acquisition?

Itron states that the $325 million Urbint acquisition will be funded through cash on hand, with no other funding sources mentioned in the disclosure.

When is the Itron–Urbint acquisition expected to close?

The acquisition of Urbint by Itron is expected to close in the fourth quarter of 2025, subject to completion of closing conditions described in the merger agreement.

What does Urbint do and how does it fit with Itron’s business?

Urbint is described as a privately held software and services company based in Florida serving utilities. Itron notes that Urbint’s AI-powered operational resilience solutions are expected to enhance Itron’s offerings to its customers.

What corporate structure will result from the Urbint acquisition by Itron?

Under the merger agreement, a wholly owned subsidiary of Itron will merge with and into Urbint, and Urbint will survive as a wholly owned subsidiary of Itron.

Did Itron release additional information about the Urbint acquisition?

Yes. Itron attached a press release dated October 6, 2025 as Exhibit 99.1, which provides additional information about the Urbint acquisition.